General Terms & Conditions of Purchase

1. Scope of Application

1.1. These General Terms and Conditions of Purchase apply only to business entities acting in the course of their commercial or independent professional activities and to legal entities under public law. They apply to all business transactions between J. Schmalz GmbH (hereinafter referred to as “SCHMALZ”) and the supplier, even if they are not mentioned in subsequent contracts. They apply accordingly to services. In the case of services, acceptance of the service replaces acceptance of the delivered products.

1.2. Any terms and conditions of the supplier that conflict with, are additional to, or deviate from these General Terms and Conditions of Purchase shall not form part of the contract unless SCHMALZ has agreed to their validity in writing. These General Terms and Conditions of Purchase shall also apply if SCHMALZ accepts a delivery from the supplier without reservation while being aware of the supplier’s conflicting, additional, or deviating terms and conditions.

1.3. Any conflicting, additional, or deviating agreements regarding these General Terms and Conditions of Purchase that are made between SCHMALZ and the supplier to achieve the contract must be set forth in writing. This also applies to the waiver of this written form requirement.

1.4. Third-party license or usage terms shall apply only to the extent that Schm SCHMALZ alz has expressly agreed to them in writing in the order.

1.5. Rights to which SCHMALZ is entitled under statutory provisions or other agreements beyond these General Terms and Conditions of Purchase remain unaffected.

2. Conclusion of the Contract and Contract Amendments, Performance of the Contract

2.1. Offers, drafts, plans, cost estimates, samples, test certificates and prototypes provided by the supplier shall be free of charge to SCHMALZ. Upon request by SCHMALZ, the supplier shall retrieve them immediately and at its own expense.

2.2. An order shall only become binding once it has been placed in writing by Schmalz or, in the case of an oral order—in particular one placed by telephone or using other means of distance communication—has been duly confirmed in writing by the supplier. An order generated by automated systems that lacks a signature and name shall be deemed to have been made in writing. If the order contains obvious errors, typographical errors, or calculation errors, it shall not be binding on SCHMALZ.

2.3. The supplier must issue a written order confirmation immediately, at the latest one week after receipt of the order, in which the price and delivery time are expressly stated. Any deviations in the order confirmation from the order are only deemed agreed upon if they have been confirmed in writing by SCHMALZ. The same applies to subsequent contract amendments.

2.4. If SCHMALZ has concluded a framework agreement with the supplier regarding future deliveries, an order placed by SCHMALZ is binding unless the supplier objects to it within three business days of receipt.

2.5. SCHMALZ’s silence in response to offers, requests, or other statements from the supplier shall only be deemed consent if this has been agreed upon in writing.

2.6. Order confirmations, shipping notices, waybills, delivery notes, invoices, and other correspondence from the Supplier must contain the ordering data, in particular the order number, order date, and supplier number, as well as the respective part numbers and descriptions of the Supplier and SCHMALZ.

2.7. SCHMALZ reserves all ownership, copyright and other intellectual property rights to all documents provided to the supplier. Such documents may be used exclusively for production based on SCHMALZ’s order and may not be made available to third parties without SCHMALZ’s prior written consent. The supplier shall immediately return all documents provided by SCHMALZ to SCHMALZ upon SCHMALZ’s request if they are no longer required in the ordinary course of business. This applies in particular to all drafts, samples, prototypes and models belonging to SCHMALZ.

2.8. In performing the contract, the supplier shall comply with SCHMALZ’s Code of Conduct (available at: https://www.schmalz.com/cs-cz/career-company/purchasing), the current state of the art and the recognized or agreed-upon (quality) standards, work methods, equipment regulations and other standards. The supplier shall scan any software and data carriers provided or offered for transfer to SCHMALZ with an up-to-date virus scanner prior to such provision or transfer and shall ensure that the software and data carriers do not contain any computer viruses, worms, Trojan horses or other malware.

2.9. If the subject matter of the contract is the creation of software or any other work product, the supplier shall, as its primary obligation, provide comprehensible technical documentation of the contractual services. Upon delivery of software, it must always be provided to SCHMALZ together with user documentation and—unless it is standard software—including source code and programming documentation.

2.10. If, during the performance of a contract, it becomes apparent that deviations from the originally agreed specifications are necessary or appropriate, the supplier must immediately inform SCHMALZ in writing and submit proposals for changes. SCHMALZ will notify the supplier whether and which changes must be made to the original order. SCHMALZ is entitled to modify the order at any time, particularly with regard to the composition of the products. In such cases, the supplier must be granted a reasonable period of time to make the necessary production changes. If these changes result in a change in the costs incurred by the supplier in performing the contract, the contracting parties shall negotiate a corresponding adaptation of the price. If no agreement on an adaptation of the price is reached within eight weeks of a written request for negotiations, SCHMALZ shall be entitled to terminate the contract without notice.

2.11. The supplier must inform SCHMALZ in writing (e.g., via e-mail, fax, or letter) prior to placing an order if a ordered product is subject to export controls or other restrictions on marketability, particularly in accordance with the regulations in force in the Federal Republic of Germany. In the event of improper information, in particular failure to provide information or provision of incorrect, incomplete or untimely information, SCHMALZ shall be entitled to withdraw from the contract after the unsuccessful expiration of a reasonable period set by SCHMALZ and regardless of any fault on the part of the supplier. Further claims by SCHMALZ remain unaffected.

2.12. If the supplier’s financial circumstances deteriorate significantly or if a wellfounded petition by a third party to open insolvency or similar proceedings against the supplier’s assets is rejected due to lack of assets, SCHMALZ shall be entitled to withdraw from the contract in whole or in part.

3. Export Controls, Prohibited Substances, and Declaration

3.1. The supplier must include the following information in its offers: (1) Requirement for an export license for the offered products, (2) List item number under German export law, (3) Classification of the products under U.S. law with list item number, (4) Requirement for an export license for the offered products under the applicable EC Dual-Use Regulation with list item number, (5) statistical commodity code, and (6) country of origin of the products. In the event that the products are subject to export controls or other restrictions on marketability that the supplier did not indicate in its offer, or if SCHMALZ is not granted a required export license, SCHMALZ is entitled to withdraw from the contract. Further claims remain unaffected.

3.2. The supplier must prove the origin or provenance of the products in compliance with the relevant regulations, including through a supplier’s declaration, a declaration of origin or an EUR.1 certificate. In the supplier’s declaration, the supplier must indicate the origin of the products in accordance with the valid rules of origin of the country of destination communicated to the supplier.

3.3. The supplier must comply with existing requirements and substance bans arising from the relevant regulations governing the placing on the market of the products in Germany or in a country of destination for the products notified to the supplier by SCHMALZ.

3.4. The supplier is obligated to declare the substances contained in the products (specifying CAS numbers and weight percentages in the homogeneous material) provided that these substances are listed in one of the regulations specified by SCHMALZ in “Product Compliance” (available at: https://www.schmalz.com/cs-cz/career-company/purchasing).

3.5. The Supplier shall ensure that the products comply with all applicable legal provisions for worldwide distribution of the products and, in particular, that the legal re-quirements regarding product safety are met. With each delivery, the supplier must provide SCHMALZ with a legally binding, signed Declaration of Conformity (CE Declaration) for the products. The supplier must immediately and without being asked notify SCHMALZ in writing if the information in the Declaration of Conformity for the products is no longer accurate and/or has been changed.

4. Rights to Software and Work Results

4.1. If the supplier provides SCHMALZ with standard software—regardless of the method of provision (e.g., on a data carrier, via download) – SCHMALZ shall acquire a non-exclusive right of use that is transferable to affiliated companies of SCHMALZ and Schmalz-International GmbH within the meaning of Section 15 of the German Stock Corporation Act (AktG), sublicensable, and unrestricted in terms of time, location and content.

4.2. With respect to all other work products that are the subject of the contract (this includes, in particular, custom software, documentation, concepts, etc.), SCHMALZ acquires the exclusive, transferable, sublicensable right of use to the work products, unrestricted in terms of time, territory and content. In the case of software, this applies to both the object code and the source code.

4.3. The Supplier shall ensure that all employee inventions arising from the performance of the contractual services are transferred to SCHMALZ free of charge.

5. Packaging, Shipping, and Transport, Delivery and Acquisition of Ownership

5.1. The supplier must comply with SCHMALZ’s specifications for the shipment of products, in particular the applicable delivery regulations (available at: https://www.schmalz.com/cs-cz/career-company/purchasing). Delivery must be made in packaging appropriate to the nature of the products. In particular, the products must be packaged in such a way as to prevent damage during transport. Packaging materials must be used only to the extent necessary for this purpose. Only environmentally friendly and recyclable packaging materials may be used.

5.2. SCHMALZ must be notified of the shipment of the products immediately.

5.3. The supplier is obligated to take out transport insurance appropriate to the nature and height of the goods and, upon request by SCHMALZ, to provide written proof thereof without delay.

5.4. Deliveries may only be made on business days during the business hours specified in SCHMALZ’s delivery regulations. The supplier shall indemnify SCHMALZ against all claims asserted by third parties due to deliveries made outside the times specified in SCHMALZ’s delivery regulations, unless the supplier is not at fault for the delivery outside the business hours specified in SCHMALZ’s delivery regulations.

5.5. When delivering the products, the supplier must comply with the Hazardous Substances Ordinance (GefStoffV), in particular by packaging and labeling the relevant products accordingly and explicitly indicating the presence of hazardous substances on the delivery note.

5.6. Ownership of the products shall pass to SCHMALZ immediately upon delivery, free of any encumbrances. The Supplier ensures that it is authorized to resell and transfer ownership. With regard to the creation of software and work products, ownership of all work products and software to be permanently transferred to SCHMALZ shall pass upon their creation and in their respective state of completion. The Supplier undertakes to secure for SCHMALZ ownership of the products, including software and work products, free from any third-party rights.

6. Delivery Time

6.1. The delivery periods and dates specified in the order or otherwise agreed upon are binding. Delivery periods begin upon receipt of the order. The products must be received at the delivery address specified by SCHMALZ within the delivery period or by the agreed-upon delivery date.

6.2. If it becomes apparent to the supplier that the delivery time cannot be met, the supplier must immediately notify SCHMALZ in writing, stating the reasons and the expected duration of the delay.

6.3. In the event of a delay on the part of the supplier, SCHMALZ is entitled to claim a contractual penalty of 0.5% of the net order value for each week or portion thereof of the delay, up to a maximum of 5% of the net order value, unless the supplier is not responsible for the delay in delivery. SCHMALZ must assert the contractual penalty no later than upon final payment. Cases of force majeure are excluded. Further claims by SCHMALZ remain unaffected. SCHMALZ’s right to delivery is only excluded if the supplier, at SCHMALZ’s request, pays damages in lieu of delivery. Acceptance of the delayed delivery does not constitute a waiver of claims for damages or the contractual penalty.

6.4. Delivery prior to the agreed delivery date is permitted only with the prior written consent of SCHMALZ. SCHMALZ is entitled, without written consent, to store products delivered prematurely at the supplier’s expense or to return them at the supplier’s expense, unless the early delivery is minor or the supplier is not responsible for the premature delivery.

7. Cross-border Deliveries, Rules of Preferential Origin

7.1. In the case of cross-border deliveries, the supplier shall, at its own expense, submit to the competent authorities in a timely manner all declarations and take all actions necessary for export from the country from which the products are imported into the Federal Republic of Germany, and for import into the Federal Republic of Germany, and take the necessary actions, in particular to procure the documents required for customs clearance and to comply with the requirements of any export controls and other restrictions on marketability.

7.2. The Supplier ensures that the products comply with the European Community’s preferential rules of origin. SCHMALZ shall receive from the Supplier, prior to the first delivery, a valid long-term supplier’s declaration for the products in accordance with the applicable EC Regulation. The Supplier must immediately and without being asked inform SCHMALZ in writing if the information in the supplier’s declaration for the products is no longer accurate.

8. Prices and Payment

8.1. The price stated in the order is binding and is understood to be “free on the spot.” Unless otherwise agreed in writing, the price includes, in particular, the costs of packaging, shipping materials and transport to the delivery address specified by SCHMALZ, as well as customs duties and other public charges. The statutory value-added tax is included in the price, unless it is expressly designated as a net price. Insofar as shipping and transport costs are not included in the price in individual cases and SCHMALZ has agreed in writing to bear the shipping and transport costs, this applies only to the costs of the most economical shipping and transport method, even if faster transport is necessary to meet the agreed delivery periods and dates.

8.2. SCHMALZ is entitled to determine the type of packaging, the means of transport, the route of transport and the transport insurance.

8.3. If a VAT-exempt delivery is applicable, the supplier must provide the necessary documentation, insofar as such documentation falls within the supplier’s area of responsibility. For deliveries within the European Union, the supplier must, without being asked, provide its VAT ID number in writing, prove its status as a business entity, and cooperate in providing the export documentation required by accounting and record-keeping standards.

8.4. SCHMALZ shall receive a single copy of the supplier’s invoice. It must not be enclosed with the delivery but must be sent separately. Invoices lacking an order number, order date, or supplier number shall be deemed not to have been received due to the inability to process them.

8.5. Payment shall be made within 14 days of acceptance of the products and receipt of the invoice, subject to a 3% discount, or within 60 days net. Payment is subject to invoice verification. SCHMALZ is entitled, at its discretion, to make payment by bank transfer. In the event of a defective delivery, SCHMALZ is entitled to withhold payment to the extent necessary until proper performance has been achieved, without loss of rebates, discounts or similar price reductions. The payment period begins, in so far a, only after the defects have been fully remedied. In the event of early delivery of the products, the payment period shall commence no earlier than upon expiration of the delivery period or on the agreed delivery date. To the extent that the supplier is required to provide material tests, test reports, quality documents, or other documentation, acceptance of the products shall release the payment period only if the required documents are handed over to SCHMALZ no later than upon acceptance. In the event of a delay in payment, the supplier, without prejudice to its other rights, is entitled to withdraw from the contract after the fruitless expiration of a reasonable grace period that it has set for SCHMALZ following the occurrence of the delay in payment, unless SCHMALZ is not responsible for the delay in payment. Upon request by SCHMALZ, the supplier is obligated to provide a binding declaration within a reasonable period of time as to whether, after the expiration of the grace period, it will withdraw from the contract due to the delay in payment or will remain bound by the contract.

9. Transfer of Risk

9.1. The supplier bears the risk of accidental loss or accidental deterioration of the products until they are handed over to SCHMALZ.

9.2. If the supplier is obligated to install or perform mounting of the products at SCHMALZ’s premises, the risk of accidental loss and accidental deterioration of the products shall not pass to SCHMALZ until the products have been installed or mounted. This shall also apply if SCHMALZ has assumed certain costs, such as transportation costs.

10. Ensuring Warranty, Claims for Defects, and Guarantees

10.1. The supplier ensures that the delivered products comply with the agreed specifications, the samples approved by SCHMALZ, as well as the relevant legal provisions and the regulations and guidelines of authorities, professional associations, and trade associations (hereinafter: “Regulations”). The supplier shall indemnify SCHMALZ against all claims by third parties asserted against SCHMALZ or its customers due to non-conformity with the samples approved by SCHMALZ or the violation of these regulations, unless the supplier is not responsible for the non-conformity with the samples approved by SCHMALZ or the violation of these regulations. SCHMALZ must be informed immediately in writing of any concerns the supplier has regarding the version of the order that is requested by SCHMALZ.

10.2. SCHMALZ shall notify the supplier of apparent (i.e., identified or identifiable) defects within two weeks of acceptance of the products and of hidden defects within two weeks of their discovery. For deliveries consisting of a large number of identical products, SCHMALZ shall inspect a reasonable quantity of the delivered products for defects. If the products become unsaleable as a result of the inspection, the quantity to be inspected shall be reduced to a reasonable extent. If individual samples from a delivery are defective, SCHMALZ may, at its discretion, demand that the supplier remove the defective items or assert claims for defects regarding the entire delivery. If, as a result of product defects, an inspection of the products exceeding the usual scope of the incoming inspection becomes necessary, the supplier shall bear the costs of this inspection. In the event of delay or loss of the notification, timely dispatch shall suffice.

10.3. If the delivered products are not marketable due to defects under the relevant legal provisions or must be properly disposed of by SCHMALZ, SCHMALZ is entitled to carry out the disposal at the supplier’s expense, unless the supplier is not responsible for the defects.

10.4. The supplier is obligated to maintain a suitable quality management system and to manufacture and inspect the products to be delivered in accordance with this quality management system. If the Supplier procures production or testing equipment, software, services, material or other supplies from subcontractors for the manufacture or quality assurance of the products to be delivered, the Supplier shall contractually integrate these into its quality management system or ensure the quality of the subcontracted supplies itself. In particular, the Supplier shall conduct its own material tests. The Supplier shall keep records of the implementation of quality assurance measures and shall store these records, as well as any samples of the products to be delivered, in a clearly organized manner. The Supplier shall grant SCHMALZ access to the records to the extent necessary, explain the records, and provide copies of the records as well as any samples.

10.5. In the event of product defects, SCHMALZ shall be entitled, without prejudice to statutory claims for defects, to demand, at its discretion, either the immediate rectification of the defects or the delivery of defect-free products by the supplier as a form of subsequent performance. The supplier shall bear the expenses necessary for the purpose of subsequent performance. This also applies if the products have been moved to a location other than the delivery address specified by SCHMALZ following delivery, in accordance with their intended use. If the supplier fails to fulfill its obligation to remedy the defect within a reasonable period set by SCHMALZ, SCHMALZ may take the necessary measures itself or have them taken by a third party at the supplier’s expense and risk, unless the supplier is not responsible for the failure to perform the owed service upon expiration of the grace period. Setting a deadline is unnecessary, in particular if the supplier refuses both types of subsequent performance or if the subsequent performance to which SCHMALZ is entitled has failed or is unreasonable for SCHMALZ. Subsequent performance by the supplier is unreasonable for SCHMALZ, in particular if SCHMALZ has already resold the defective products to third parties. Furthermore, setting a deadline is unnecessary if the supplier seriously and definitively refuses to perform or if special circumstances exist that, upon weighing the interests of both parties, justify the immediate assertion of the claim for defects. Special circumstances in this sense exist in particular in urgent cases where subsequent performance by the supplier is unlikely to avert the imminent disadvantage to SCHMALZ. If setting a deadline is unnecessary, SCHMALZ is entitled to take the necessary measures at the supplier’s expense and risk even without the unsuccessful expiration of a reasonable grace period, provided that SCHMALZ notifies the supplier thereof. Further claims by SCHMALZ remain unaffected.

10.6. Acceptance of the products, as well as the processing, payment, and reordering of products not yet identified as defective and subject to complaint, do not constitute approval of the delivery or a waiver of claims for defects by SCHMALZ.

10.7. The statute of limitations for SCHMALZ’s claims for defects is 36 months, beginning with the delivery of the products. This does not apply if the supplier has fraudulently concealed the defect. If the defective products have been used in a structure in accordance with their normal intended use and have caused the structure’s defectiveness, or if the defect concerns a structure itself, the statute of limitations is five years.

10.8. Suppliers of products requiring spare parts are obligated to supply SCHMALZ, after the expiration of the limitation period, with the necessary spare parts, accessories, and tools for a further period of ten years at the previous prices plus compensation for inflation.

10.9. The statutory provisions applicable when a sale of consumer goods takes place at the end of the supply chain remain unaffected.

10.10. Any further warranties provided by the supplier remain unaffected.

11. Product Liability

11.1. The supplier is obligated to indemnify SCHMALZ against claims by third parties arising from domestic and foreign product liability, unless the supplier is not liable for the product defect and the resulting damage under the principles of product liability law. Further claims by SCHMALZ remain unaffected.

11.2. As part of this indemnification obligation, the supplier shall, in particular, reimburse SCHMALZ for any expenses arising from or in connection with a warning, replacement or recall campaign conducted by SCHMALZ. SCHMALZ shall inform the supplier of the content and scope of the measures to be taken, to the extent possible and reasonable, and shall give the supplier an opportunity to comment. The supplier shall support SCHMALZ to the best of its ability in implementing the measures and shall take all reasonable measures ordered by SCHMALZ.

11.3. The supplier is obligated to obtain and maintain extended product liability and recall insurance with worldwide coverage and a coverage amount appropriate for the products of at least EUR 3 million per bodily injury for each individual, at least EUR 5 million per property damage, and at least EUR 5 million per financial loss. The supplier hereby assigns to SCHMALZ all claims arising from the extended product liability and recall insurance, together with all ancillary rights. SCHMALZ hereby accepts this assignment. If an assignment is not permitted under the insurance contract, the supplier hereby instructs the insurer to make any payments only to SCHMALZ. Further claims by SCHMALZ remain unaffected by this. Upon request, the supplier must provide SCHMALZ with proof of the conclusion and continued existence of the extended product liability and recall insurance. The supplier shall refrain from any act or omission that could jeopardize the insurance coverage.

11.4. If the supplier fails to properly fulfill its obligation under paragraph 3, SCHMALZ is entitled, but not obligated, to take out extended product liability and recall insurance at the supplier’s expense.

12. Third-Party Intellectual Property Rights

12.1. The supplier ensures that the delivery and use of the products do not infringe any domestic or foreign patents, utility models, licenses or other intellectual property rights or copyrights of third parties. This does not apply to the extent that the products were developed by SCHMALZ.

12.2. If SCHMALZ or its customers are held liable by a third party due to the delivery and use of the products for an infringement of such rights, the supplier is obligated to indemnify SCHMALZ against these claims. The indemnification obligation covers all expenses incurred by SCHMALZ in connection with the claim. In particular, SCHMALZ is entitled to obtain permission from the third party to use the products at the supplier’s expense. The indemnification obligation does not apply if the supplier is not responsible for the infringement of third-party intellectual property rights.

13. Force Majeure

13.1. If SCHMALZ is prevented from fulfilling its contractual obligations, in particular from accepting the products, due to force majeure, SCHMALZ shall be released from its obligation to perform for the duration of the impediment and a reasonable start-up period, without being liable to the supplier for damages. The same applies if the fulfillment of SCHMALZ’s obligations is unreasonably impeded or temporarily rendered impossible by unforeseeable circumstances for which SCHMALZ is not responsible, in particular by labor disputes, governmental measures, pandemics, epidemics, energy shortages or significant operational disruptions, such as a cyberattack. This also applies if such circumstances occur at a time when SCHMALZ is in default of acceptance.

13.2. SCHMALZ is entitled to withdraw from the contract if such an impediment lasts for more than four months and SCHMALZ no longer has an interest in the performance of the contract as a result of the impediment . Upon the supplier’s request, SCHMALZ shall declare, after the expiration of the period, whether it will exercise its right of withdrawal or accept the products within a reasonable period.

14. Liability of Schmalz

14.1. SCHMALZ shall be liable without limitation for damages resulting from a breach of warranty or from injury to life, limb, or health. The same applies to willful misconduct and gross negligence or to the extent that SCHMALZ has assumed a procurement risk. SCHMALZ shall be liable for slight negligence only if essential obligations arising from the nature of the contract and of particular importance for achieving the purpose of the contract are breached. In the event of a breach of such obligations, delay or impossibility, SCHMALZ’s liability shall be limited to damages that are typically to be expected within the scope of the contract. Mandatory statutory liability for product defects remains unaffected.

14.2. To the extent that SCHMALZ’s liability is excluded or limited, this also applies to the personal liability of SCHMALZ’s employees, employees, staff, representatives and vicarious agents.

15. Provision of Items and Manufacture of Tools

15.1. SCHMALZ reserves all rights, in particular intellectual property rights and ownership, to formulations, designs, samples, specimens, models, drawings, print templates, tools, software and other items (hereinafter collectively referred to as “Items”) that are provided to the Supplier by SCHMALZ for the manufacture of the ordered products or for other reasons. Upon completion, SCHMALZ shall acquire ownership of the tools manufactured by the Supplier for SCHMALZ. SCHMALZ shall make the tools available to the Supplier for the manufacture of the ordered products. Unless otherwise agreed in writing, the Supplier is obligated to collect the Items from SCHMALZ at its own expense and risk.

15.2. The Supplier is obligated to use these items exclusively for the manufacture and delivery of the ordered products or in accordance with SCHMALZ’s other specifications. Such items may not be made accessible to third parties. The Supplier is not authorized to make copies, replicas or other reproductions of the items. The supplier must return the items to SCHMALZ immediately, without being asked, at its own expense and risk, provided that their use is no longer necessary.

15.3. Any processing or transformation of the items provided by the supplier shall be carried out on behalf of SCHMALZ. If such items are processed together with other items not belonging to SCHMALZ, SCHMALZ shall acquire co-ownership of the new item in proportion to the value of the item provided by SCHMALZ relative to the other processed items at the time of processing.

15.4. The supplier is not authorized to pledge the items provided, to assign them as security, or to take any other actions that jeopardize SCHMALZ’s ownership. In the event of seizures or other interventions by third parties, the supplier must immediately notify SCHMALZ in writing (e.g., e-mail, fax, or letter), provide all necessary information, inform the third party of SCHMALZ’s ownership rights, and cooperate with SCHMALZ’s measures to protect the items. To the extent that the third party is unable to reimburse SCHMALZ for the judicial and extrajudicial costs incurred in enforcing SCHMALZ’s ownership rights, the supplier shall be obligated to compensate SCHMALZ for the resulting loss, unless the supplier is not at fault for the breach of duty.

15.5. The Supplier is obligated to handle and store the items provided with due care. The Supplier must insure the items provided at its own expense at replacement value against fire, water and theft damage. The Supplier hereby assigns to SCHMALZ all claims for compensation arising from this insurance. SCHMALZ hereby accepts the assignment. If an assignment is not permitted under the insurance contract, the supplier hereby instructs the insurer to make any payments only to SCHMALZ. Further legal claims by SCHMALZ remain unaffected by this. Upon request, the supplier must provide SCHMALZ with proof of the conclusion and validity of the insurance policies. If the supplier fails to properly fulfill its obligations under sentences 1 through 5, SCHMALZ is entitled, but not obligated, to take out appropriate insurance at the supplier’s expense.

15.6. The Supplier is obligated to perform the necessary maintenance and inspection work, as well as all repair and restoration work on the items provided, in a timely manner and at its own expense. It must immediately notify SCHMALZ in writing of any damage that occurs.

15.7. Products that the supplier manufactures in whole or in part according to SCHMALZ’s specifications or using the items provided by SCHMALZ, the supplier may use, offer to third parties, deliver or otherwise make available only with SCHMALZ’s prior written consent. This also applies to products that SCHMALZ has justifiably refused to accept. In the event of violations, the supplier shall pay SCHMALZ a reasonable monetary sum, to be determined by SCHMALZ at its reasonable discretion, as a contractual penalty for each violation; in the event of a dispute, the height of this penalty may be reviewed by the competent court. Section 348 of the German Commercial Code (HGB) is hereby expressly excluded. Other claims by SCHMALZ, in particular for compensation for further damages as well as for the cessation of the infringing act and future prohibited conduct, remain unaffected. The contractual penalty shall be offset against the damages, to the extent that the interests are identical.

15.8. The supplier is obligated to compensate SCHMALZ for any damage suffered by SCHMALZ as a result of the loss, destruction or other damage to the items provided, unless the supplier is not responsible for the loss, destruction, or other damage to the items provided. The supplier shall immediately notify SCHMALZ of any loss, destruction or other damage in writing (e.g., e-mail, fax or letter).

15.9. The supplier is obligated to return the items provided to SCHMALZ immediately upon termination of the contract. The same applies if the provision of the items is no longer necessary. Return shipping to SCHMALZ shall be at the supplier’s expense and risk. The supplier is obligated to compensate SCHMALZ for wear and tear or other deterioration of the items provided that exceeds normal wear and tear, unless the supplier is not responsible for the wear and tear or other deterioration exceeding normal wear and tear.

16. Provision of Materials

16.1. If SCHMALZ makes provided goods available to the supplier, the supplier is obligated to pick up the provided goods from SCHMALZ at its own expense and risk.

16.2. SCHMALZ shall remain the owner of the provided goods. The supplier is not authorized to pledge the provided goods, assign them as security or take any other actions that jeopardize SCHMALZ’s ownership. In the event of seizures or other interventions by third parties, the supplier must immediately notify SCHMALZ in writing, provide all necessary information, inform the third party of SCHMALZ’s ownership rights, and cooperate with SCHMALZ’s measures to protect the goods provided. To the extent that the third party is unable to reimburse SCHMALZ for the judicial and extrajudicial costs incurred in enforcing SCHMALZ’s ownership rights, the supplier shall be obligated to compensate SCHMALZ for the resulting loss, unless the supplier is not at fault for the breach of duty.

16.3. The supplier is obligated to treat the provided goods with due care for the duration of the provision. In particular, the supplier is obligated to insure the provided goods at its own expense against fire, water, and theft damage to an extent sufficient to cover the value of the provided goods at the time of delivery to the supplier. The supplier hereby assigns to SCHMALZ all claims for compensation arising from this insurance. SCHMALZ hereby accepts the assignment. To the extent that an assignment is not permissible, the supplier hereby instructs the insurer to make any payments only to SCHMALZ. Further claims by SCHMALZ remain unaffected.

16.4. In the event that the Supplier processes or transforms the Goods Provided, such processing or transformation shall always be carried out on behalf of SCHMALZ. SCHMALZ’s ownership of the goods provided shall continue to apply to the processed or transformed item. If the goods provided are processed or transformed together with other items not belonging to the supplier, SCHMALZ shall acquire co-ownership of the new item in proportion to the value of the goods provided relative to the other processed items at the time of processing or transformation. The same applies if the supplied goods are combined or mixed with other items not belonging to the supplier in such a way that SCHMALZ loses full ownership of them. The supplier shall hold the new items in safekeeping for SCHMALZ. In all other respects, the same provisions shall apply to the item resulting from processing, transformation, connection or mixing as to the supplied goods.

16.5. The supplier is obligated to compensate SCHMALZ for any damage suffered by SCHMALZ as a result of the loss, destruction or other damage to the goods provided, unless the supplier is not responsible for the loss, destruction or other damage to the goods provided. The supplier shall immediately notify SCHMALZ in writing of any loss, destruction or other damage.

16.6. At SCHMALZ’s request, the supplier shall prepare inventory lists of the goods provided that are located at the supplier’s premises.

16.7. The supplier is obligated to return the provided goods to SCHMALZ immediately upon termination of the contract. Return shipping to SCHMALZ shall be at the supplier’s expense and risk. The supplier is obligated to compensate SCHMALZ for any wear and tear or other deterioration of the provided goods that exceeds normal wear and tear, unless the supplier is not responsible for such wear and tear or other deterioration exceeding normal wear and tear.

17. Confidentiality

17.1. The parties are obligated to keep confidential, for an indefinite period, all information made available to them that is designated as confidential or is otherwise recognizable as a trade or business secret and, unless required for the business relationship, neither to record nor to disclose or exploit such information.

17.2. The confidentiality obligation shall not apply to the extent that the information was demonstrably already known to the receiving party prior to the commencement of the contractual relationship, is generally known or generally accessible or becomes generally known or accessible through no fault of the receiving party. The burden of proof for the non-applicability of the confidentiality obligation shall rest with the party that intends to disclose or has disclosed the information of the other party to a third party.

17.3. The parties shall ensure, through appropriate contractual agreements with their employees and agents, in particular their freelancers and contractors as well as service providers, that these parties also refrain indefinitely from any use, disclosure or unauthorized recording of such trade and business secrets.

18. Data Protection

18.1. The parties are obligated to comply with the statutory provisions on data protection, in particular the EU General Data Protection Regulation (“GDPR”), in the performance of the contract and to require their employees to comply with these provisions.

18.2. The parties shall process the personal data received (names and contact details of the respective contact persons) exclusively for the purpose of fulfilling the contract and shall protect such data through security measures (Art. 32 GDPR) that are adapted to the current state of the art. The parties are obligated to delete the personal data as soon as its processing is no longer necessary. Any statutory retention obligations remain unaffected by this.

18.3. Should the supplier process personal data on behalf of SCHMALZ in the course of contract performance, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR.

19. Code of Conduct, Accident Prevention, and Plant Regulations

19.1. The Supplier is obligated to comply with the laws and regulations of all countries in which it operates. In particular, the Supplier undertakes not to participate, either actively or passively, directly or indirectly, in bribery or human rights violations. The Supplier assumes responsibility for the health and safety of its employees and for the protection of the environment. The Supplier shall also promote and require compliance with this Code of Conduct among its own suppliers to the best of its ability.

19.2. When performing work on SCHMALZ’s premises, the supplier is responsible for complying with all accident prevention regulations and SCHMALZ’s plant regulations.

20. Final Provisions

20.1. The supplier is only authorized to transfer rights and obligations to third parties or to have an order or substantial parts of an order achieved by third parties with the prior written consent of SCHMALZ.

20.2. Payments shall be made only to the supplier. The supplier’s counterclaims entitle him to set-off only if they have been legally established or are undisputed. The supplier may assert a right of retention only if his counterclaim is based on the same contractual relationship.

20.3. The legal relationship between the supplier and SCHMALZ shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

20.4. The exclusive venue for all disputes arising from the business relationship between SCHMALZ and the supplier is the registered office of SCHMALZ. SCHMALZ is also entitled to bring an action at the supplier’s registered office as well as at any other permissible venue.

20.5. The place of performance for the supplier’s delivery and subsequent performance obligations is the delivery address specified by SCHMALZ. In all other respects, the place of performance for all services is the registered office of SCHMALZ, unless the parties have agreed otherwise.

20.6. The contract language is German.

20.7. Should any provision of these General Terms and Conditions of Purchase be or become wholly or partially invalid or unenforceable or should there be a gap in these General Terms and Conditions of Purchase, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the valid or enforceable provision that most closely approximates the purpose of the invalid or unenforceable provision shall be deemed agreed upon. In the event of a gap, the provision that corresponds to what would have been agreed upon in accordance with the purpose of these General Terms and Conditions of Purchase shall be deemed agreed upon, provided that the contracting parties had considered the matter from the outset.