General Conditions of Sale of Schmalz UK Limited

This document sets out Schmalz Limited (“Schmalz”) Terms and Conditions of sale. As Schmalz offers an extensive range of Goods and Services, these Terms and Conditions are designed to encompass all areas related to sale of Goods specified in your Purchase Order.
Schmalz is willing to amend specific clauses, by mutual agreement, which appear to be irrelevant to the Customer type. Any such deviation from these Terms and Conditions will only form part of Schmalz Contract once agreed in writing by Schmalz prior to acceptance of the Customer’s Purchase Order.

Any clause which is deemed invalid shall not invalidate any other clause.

1 DEFINITIONS

In this document the following words shall have the following meanings:

Annex I: means a written declaration by the Customer that product(s) and material(s) supplied, contain no Russian iron or steel. The Annex I form is an integral part of these Terms and Conditions.

Business Day: means a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

Business Hours: means the period from 9.00am to 16.45pm Monday – Thursday and 9.00am to 13.00pm on a Friday.

Commencement Date: means has the meaning given in clause 2.3.

Conditions: means these terms and conditions as amended from time to time.

Contract: means the contract between Schmalz and the Customer for the supply of Goods or Services or Goods and Services in accordance with these Terms and Conditions and/or the Terms and Conditions of Services.

Control: means has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression “change of control” shall be interpreted accordingly.

Customer: means the person or company/individual who purchases the Goods or Services or Goods and Services from Schmalz.

Deliverables: means the deliverables set out in the Purchase Order produced by Schmalz to the Customer that are also subject to Terms and Conditions of Services.

Delivery Location: means has the meaning given in clause 6.

FOB: means Free on Board (FOB) point in the supply chain when a customer becomes liable for the Goods’ ownership and the associated risks whilst in transportation. Purchase Order specifies the FOB.

Force Majeure Event: means has the meaning given to it in clause 6.

Goods: means the goods (or any part of them) set out in the Purchase Order.

Goods Specification: means any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Schmalz and the Customer.

INCOTERM: means (International Commercial Terms) a set of recognised and pre defined commercial trade term definitions and published by the International Chamber of Commerce (ICC).

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Materials Handling: means materials handling, the movement of raw goods and materials from its native site to the point of manufacturing, its subsequent conversion and/or transformation into a customer’s specific product, delivery of the transformed product from factories, distribution and/or sales outlets.

Order: means the Customer's order for the supply of Goods or Services or Goods and/or Services, as set out in the Customer's Purchase Order.

Order Acknowledgement: means a Purchase Order acknowledgement documenting the Purchase Order number, date, the Customer’s invoice address, the Customer’s delivery address, the requested delivery date and actual delivery date, the Customer’s order number and its account number, description of the Goods and/or Services, quantity, unit price, subject to Schmalz’s Terms and Conditions of Contract.

Purchase Order: means the official offer documenting the requirement of the Customer in terms of the purchase order, delivery address and date, item code, description, reference, quantity, charges, unit and unit price and the FOB subject to these Terms and Conditions and/or Terms and Conditions of Services.

Product Inquiry: means the product selection tool that is made available to Customers on the Schmalz website and is intended to assist Customers select relevant Goods.

Services: means the services, including the Deliverables, supplied by Schmalz to the Customer as set out in the Service Specification that are subject to Terms and Conditions of Services.

Service Specification: means the description or specification for the Services provided in writing by Schmalz to the Customer.

Supplier: means Schmalz Limited company registered in England and Wales with company number 06895335.

Schmalz Materials: means all materials, equipment, documents, and any other property of Schmalz.

Terms and Conditions: means these Terms and Conditions of sale.

Warranty Period: means has the meaning given in clause 10.

(i) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(ii) A reference to a party includes its personal representatives, successors and permitted assigns.

(iii) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(iv) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(v) A reference to writing or written excludes fax but not email.

2. BASIS FOR CONTRACT

2.1. It is an express condition of any offer and any Purchase Order to be accepted by Schmalz and once the Purchase Order accepted by Schmalz.

2.2. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.3. No Contract shall exist until Schmalz sends its written Order Acknowledgement and no statements made verbally before or during any contract shall have validity unless confirmed in writing by Schmalz (“Commencement Date”).

2.4. Schmalz’s written acceptance states the extent of its Contract. The Customer shall assume sole responsibility for the capacity and performance characteristics of the Goods being adequate and suitable for its requirements and purpose. All contractual and financial `notwithstanding the involvement of a third party.

2.5. Any samples, drawings, descriptive matter or advertising issued by Schmalz and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Schmalz's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.

2.6. All estimates, drawings documents and the copyright thereon remain Schmalz’s property and must not be made available or accessible to any third party.

2.7. Any quotation given by Schmalz shall not constitute an offer and, is only valid for a period of (20) Business Days from its date of issue.

2.8. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. PRICES

3.1. Schmalz prices exclude VAT or other taxes which shall be charged extra at the appropriate rate. In general, Schmalz prices valid for (20) days. However, if due to exceptional circumstances costs of materials and labour increase Schmalz prices are subject to any increase during quotation and contact periods without a notice. Costs incurred by Schmalz in working any overtime requested and authorised by the Customer shall be borne by the Customer. Any fixed prices quoted are subject to increase if the period for which the price quoted by Schmalz exceeds for any cause or reason beyond Schmalz control.

3.2. “Brexit” means that during the Term of this Contract the UK left the EU pursuant to Article 50 of the Treaty of Lisbon the UK having left the European Union.

3.3. Following Brexit, if Schmalz considers that the consequences of Brexit materially increase the costs of it performing its obligations under this Contract of Sale and/or reduces its income under this Contract of Sale and/or otherwise adversely affects the benefit it derives from this Contract of Sale, Schmalz may give notice to the Customer and, shall supply such reasonable details and evidence of such consequences as may reasonably be required by the Customer. Within fourteen (14) days of the Customer receiving such notice, both parties shall discuss in good faith and agree whether any amendments required to this Contract of Sale as a result of Brexit, such that the provisions of this Contract of Sale maintain the same overall balance of obligations, benefits, liabilities and risk between the parties as applied at the date of this Contract of Sale. The parties agree that the imposition of tariffs and other trade barriers relating to the subject matter of this Contract of Sale and not in existence at the date of the Contract of Sale shall be considered a change in the overall balance.

3.4. Storage and warehousing costs incurred by Schmalz while waiting on the Customer’s despatch instructions after notification of completion of works shall be charged extra. Schmalz reserves the right to increase its prices in the event that Schmalz has made an offer or entered into a Contract and the Purchaser requests a change in the method for payment.

3.5. Clause Error reference not found above applies to any order for which financing is or to be made through a third party.

4. PRODUCT CONFIGURATOR

4.1. The Customer should rely on its own skill and judgment when selecting Goods that have been suggested using a Product Inquiry. The Product Inquiry service should solely used as a technical aid and the selection and composition of the individual components is the sole responsibility of the Customer.

4.2. Any recommendation that is made through a Product Inquiry is generic and may not be consistent with the market position or suitable for the Customer’s intended end use of the Product. The Customer acknowledges that any out-put provided via a Product Inquiry is provided based on the information input by the Customer and the Customer is obliged to carefully check the settings made during the configuration process and the final configuration before placing the order. The Customer is solely responsible for the accuracy, completeness, and suitability of the selected configuration for the intended purpose.

4.3. The Customer is solely responsible for the accuracy and completeness of the information contained in his order, in particular with regard to the type, quantity, and specification of the products ordered, accordingly, Schmalz cannot provide any guarantee of the suitability of Goods for their intended use or whether the Goods are correct or the best option for their intended purpose.

4.4. Schmalz makes no representation as to the suitability of goods suggested when a Customer makes a Product Inquiry and the Customer and Schmalz agree that the provisions implied by s.14(3) Sale of Goods Act 1979 do not apply to this agreement.

5. CANCELLATION OF ORDER

Schmalz only accepts cancellations or suspensions of any Order subject to its terms and always subject to full indemnity of Schmalz by the Customer against all costs and losses.

6. DELIVERIES

6.1. The Commencement Date starts from the date of Schmalz Purchase Order Acknowledgement subject to the prior receipt by Schmalz of all particulars affecting the execution of the Purchase Order including the return by the Customer of any drawings sent for the Customer’s approval or by its authorised person. Partial deliveries shall be permissible.

6.2. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Schmalz shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Schmalz with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.3. Any Force Majeure Event such as shortages, delays in supply of raw materials, deliveries by other manufacturers, labour disputes, epidemics, fire, accidents, whether occurring before or after the time of delivery or completion shall extend the delivery time accordingly. Unless specifically agreed in writing with Schmalz at the time of the Purchase Order Acknowledgement or the Customer’s Purchase Order, Schmalz accepts no responsibility whatsoever where such deliveries from Schmalz exceeds the period stated in Schmalz Purchase Order Acknowledgement.

6.4. If Schmalz fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Schmalz shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Schmalz with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.5. Delivery of the Goods shall be completed when the INCOTERM conditions are met.

6.6. Delivery of the Goods shall be completed on the completion of plant and/or machinery erected/installed by Schmalz shall be deemed to have been completed when the same is fit for use, notwithstanding minor omissions or defects that do not materially affect such use.

7. PAYMENT TERMS

7.1. The price for Goods:

7.1.1. shall be the price set out in the Purchase Order; and

7.1.2. shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer; and

7.1.3. always subject to clause 15 of this Terms and Conditions.

7.2. Any Schmalz invoice shall be payable within (30) days from date of invoice. Terms of payment for equipment and systems are detailed in Schmalz quotation. Variation to these terms can only be made in writing, subject to Schmalz agreement prior to the placing of an Order.

7.3. If the Customer fails to make a payment due to Schmalz under the Contract by the due date, then, without limiting the Schmalz's remedies under clause 14, the Customer shall pay interest on all or any outstanding sums at the bank rate of Barclays Bank Plc in the UK in force at that time plus 8% plus VAT up to and including the date on which final settlement is actually made. Any discounts of any kind are conditional upon prompt payment of Schmalz account in accordance with these Terms and Conditions and such discounts are void in the event of payment becoming overdue.

7.4. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.5. Schmalz carries out a credit history check before providing the Customer with any Goods or Services. The Customer’s consent which shall not be unreasonably withheld or delayed may be sought to obtain the Customer’s credit information from Schmalz credit reporting agency. If the Customer’s payment history is unacceptable, or if the Customer’s payment history is unknown or indeterminable, the Customer shall pay on a pro-forma invoice payment basis.

7.6. All amounts due under these Terms and Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. TITLE AND RISK

8.1. The risk in the Goods shall pass to the Customer on completion of delivery or, installation in the event of being contracted for erection/installation then following completion of erection/installation.

8.2. Title (legal or beneficial) to the Goods shall not pass to the Customer until:

8.2.1. Schmalz receives payment in full (in cash or cleared funds) for the Goods and any other goods that Schmalz has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

8.3. The Customer may not resell or use the Goods in the ordinary course of its business (or otherwise) before Schmalz receives payment for the Goods in full.

8.4. If the Customer resells the Goods:

8.4.1. it does so as principal and not as Schmalz’s agent; and

8.4.2. title to the Goods shall pass from Schmalz to the Customer immediately before the time at which resale by the Customer occurs.

8.5. At any time before title to the Goods passes to the Customer, Schmalz may:

8.5.1. by notice in writing, terminate the Customer's right under clause 8.4 to resell the Goods or use them in the ordinary course of its business; and

8.5.2. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8.6. In all cases the Customer accepts by the placing of its Purchase Order with Schmalz that Schmalz shall have a lien on any or all Goods supplied to the Customer until the Customer complies with clause 8.2.

8.7. Title to the Goods supplied, governed under the Sale of Goods Act 1979: Supply of Goods and Services Act 1982; Sale and Supply of Goods Act 1994; The Sale and Supply of Goods to Consumers Regulations 2002; the Treaty on European Union (“TEU”); and the Treaty on the Functioning of the European Union (“TFEU”), in addition to European community law regulations, directives, or decisions.

9. DEDUCTIONS COSTS AND CHARGES

9.1. Schmalz accepts no liability in respect of charges, damages, deductions, costs or contra charges of whatever nature and no right of deduction permitted unless the Customer has fulfilled all of its obligations, and clause 7.

9.2. Schmalz shall be notified in writing by the Customer of the existence of and/or any potential charge(s) or the price increase within (7) days of its factual occurrence and before the delivery.

9.3. Any and all charges are only charged at a rate agreed in writing with Schmalz prior to its incurrence.

9.4. The Customer shall use its best endeavours to minimise and mitigate any liability, damages and costs.

9.5. The Customer shall prove by documentary evidence that such costs properly incurred.

9.6. Schmalz reserves its right to request from the Customer an up-to-date written statement that shall be produced and provided to Schmalz within (7) days of such request.

9.7. Schmalz reserves the right to:
increase its charges on an annual basis with effect from each anniversary of the Commencement Date; to reflect any increase in the cost of the Goods and/or Services to the Customer that is due to: any factor beyond the control of Schmalz (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); any request by the Customer to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the Goods and/or Services Specification; or any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give Schmalz adequate or accurate information or instructions in respect of the Goods and/or Services.

9.8. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Schmalz to the Customer, the Customer shall, on receipt of a valid VAT invoice from Schmalz, pay to the Schmalz such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Goods or both, as applicable, at the same time as payment is due for the supply of the Services or Goods.

10. QUALITY OF GOODS

10.1. Schmalz shall at its own discretion rectify or supply replacements for any defective parts when such defects are proved to have arisen either from faulty materials, workmanship, or design. Schmalz Warranty period (“Warranty Period”) starts on delivery or installation for a period of (12) months for all equipment supplied. The guarantee periods are based upon a normal working duty of 1 eight-hour shift per day and if exceeded, Schmalz guarantee period will be reduced pro-rata. The periods for guarantee commence from the passing over of risk upon arrival at Schmalz’s contracted point of delivery or, in the event of being contracted for erection/installation following completion of erection/installation. In the event of dispatch or installation of the equipment being delayed through no fault of Schmalz, the guarantee period shall be deemed to have commenced (14) days after notification by Schmalz that the equipment is ready for dispatch.

10.2. The Customer shall give notice in writing to Schmalz during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 10.1:

10.2.1. Schmalz is given a reasonable opportunity of examining such Goods; and

10.2.2. the Customer (if asked to do so by Schmalz) returns such Goods to Schmalz address at the Customer's cost, unless otherwise arranged and agreed with Schmalz. Schmalz shall, at its discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full.

10.3. Schmalz shall not be liable for the Goods' failure to comply with the warranty set out in clause 10.1 if:

10.3.1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 10.2.

10.3.2. the defect arises because the Customer failed to follow Schmalz's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same.

10.3.3. the defect arises as a result of Schmalz following any drawing, design or specification supplied by the Customer.

10.3.4. the Customer alters or repairs or varies such Goods without the written consent of Schmalz.

10.3.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

10.3.6. the Goods differ from their description Good Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

10.4. Except as provided in this clause 10, Schmalz shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 10.1.

10.5. These Conditions shall apply to any repaired or replacement Goods supplied by the Schmalz.

10.6. Schmalz reserves the right to make any modifications in design or manufacture that Schmalz considers are necessary for the improvement of the equipment.

10.7. Schmalz accepts no liability as to any machinery, any of its parts, components supplied or its performance that are not installed by Schmalz.

10.8. Schmalz Warranty Period is conditional upon the Customer fulfilling all of its obligations under Schmalz Contract in particular, clause 7.

10.9. Warranty, if any, shall be delivered within the UK to the consignment address or FOB UK port.

10.10. All warranties, guarantees and conditions other than those herein expressed or specifically referred to in these Terms and Conditions, whether implied by statute, custom or the trade or otherwise are hereby expressly excluded.

11. SITE CONDITIONS, PLANT, MACHINERY AND EQUIPMENT

11.1. The Customer shall obtain a consent of any government, local or other authority required to fulfil the execution of these Terms and Conditions and the Contract with Schmalz.

11.2. With regard to Schmalz supplying any form of lifting equipment or accessories, the suitability of runways, gantries, buildings, foundations, roof trusses and structures at site is the responsibility of the Customer. Gantry and runway beams must be free from protruding fishplates, cleats, bolts or other obstructions and are to be to Schmalz’s required tolerances. Structures and foundations must be suitable and have adequate strength to bear the loadings advised by Schmalz and/or resulting from the use of Schmalz equipment.

11.3. With regard to all equipment advised and supplied by Schmalz, the suitability of all Schmalz’s plant, machinery and equipment is the responsibility of the Customer. Schmalz excludes its liability for the confirmed dimensions, weights, ratings and capacities of the Schmalz’s equipment, previously communicated to the Customer and, shall have no liability in connection with the fitting or use of its equipment by the Customer or a third-party machinery or equipment.

11.4. The Customers’ current supply systems must be adequate for feeding the power required to Schmalz’s plant, machinery and equipment. All drillings, structures or machinery necessary to accept Schmalz’s equipment and/or conductor systems must be carried out by the Customer at its expense.

12. TRANSIT

Damage or loss in transit must be notified to Schmalz and the carriers within (3) days of receipt otherwise claims cannot be considered. All risks shall pass to the Customer not later than the date of dispatch or, if Schmalz contracted for transportation, from the point of delivery whether this be to site or into storage awaiting instructions.

13. INSPECTION AND TESTING

13.1. Where Schmalz supplies equipment from its standard range of proprietary products the component parts and often the finished product may have already been manufactured. Where there is a statutory requirement on Schmalz, an appropriate test certificate shall be supplied without a charge.

13.2. If the Customer wishes that Schmalz equipment to be passed by an insurance company or other inspector the Customer shall stipulate this at the time of placing its Order subject to a reasonable charge, Schmalz shall submit drawings and specifications for approval. Any requirement for testing in the presence of the Customer’s representatives shall be agreed in advance, subject to an additional charge. The Customer shall be at liberty to inspect the equipment at Schmalz factory prior to the equipment dispatch.

14. GENERAL

14.1. Schmalz accepts no liability for the suitability or performance offered for any particular applications or use unless specifically defined by Schmalz within the Contract. Except in the case of personal injury or death resulting from breach of duty as defined in section 25 of the Unfair Contract Terms Act 1977 (amended 2003), by Schmalz or its employees. Schmalz expressly excludes liability for any form of consequential damages and losses.

14.2. Schmalz reserves the right to appoint sub-contractors for parts of the Contract if deem necessary.

14.3. In the case of any default in payment by the Customer following the dispatch of the goods and before the goods have become the Customer’s property or, before the property in the goods has passed to the Customer and the Customer becomes bankrupt or insolvent or unable to pay its debts (which have without prejudice to the generality of the foregoing, should be deemed to have occurred if any of the events specified in section 223 of the Companies Act 2006 have occurred) or being a company going into liquidation or a receiver (“Receiver”) is appointed, such company shall give notice to the Customer terminating the Contract or the Customer’s right to possession, as the case maybe, whereupon the Customer shall, if the goods have been dispatched, be bound at its own expense to re-deliver the goods to such company. In such cases the company may (with or without previous notice) repossess the goods and the company and/or its duly authorised agents irrevocably authorised by the Customer to enter the premises where the goods are located and to dismantle and remove the same at the Customer’s expense.

14.4. Each and every Contract entered into by the company shall in all respects be construed (other than an action for the payment of sums owing to Schmalz) shall be refereed to an Arbitrator to be appointed by the President for the time being of the Institution of Mechanical Engineers (“IMechE”) and the submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1975 or any statutory re-enactment or amendment thereof for the time being in force.

15. ERECTION/ INSTALLATION WORK ON SITE

15.1. Where Schmalz undertakes an erection work, the Customer shall provide all necessary facilities including suitable access to the site, proper foundations ready for the plant installation and erection, with adequate lighting and suitable protection.

15.2. Unless expressly stated, all quotations are exclusive of builders, joiners, masons, plumbers, painters, electricians, or any other trades work.

15.3. The Customer shall ensure that all work shall be carried out in conjunction with these Terms and Conditions and the Contract, in a timely manner and without cost hindrance.

15.4. Schmalz shall not be responsible for any cost of hindrance, delays, interruptions, overtime, mistakes, etc, whatsoever and where Schmalz adds on additional costs owing to the Customer’s hindrance or to any delays, interruptions, overtime, mistakes, etc, any such additional cost(s) shall be added to the Contract’s price payable by the Customer without delay.

15.5. Where plant is to be started by Schmalz, all fuel, water, steam, electricity and other necessary stores and facilities required for testing shall be supplied by the Customer free of charge. Where Schmalz doing work or installing machines for its Customer upon any premises, site or foundations, the Customer warrants that the premises, site and foundations are in a strong and fit condition that the work of installation can be safely carried out normally. Schmalz does not undertake responsibility for the satisfaction of any local by-law or statutory regulation or for any special or contractual requirements which the Customer shall communicate or itself be bound to observe or fulfil.

15.6. If any tests or inspections required, these will be charged as extras. If tests or inspections to be made in the presence of the Customer or the Customer’s representative and there is delay in attending after seven days’ notice of Schmalz’s readiness, the tests shall proceed and shall be deemed to have been made in the Customer’s presence and the Customer’s inspection shall be deemed to have been waived.

16. STATEMENT OF RESERVATION

16.1. Schmalz reserves its right to amend the equipment Goods Specification following full consultation with the Customer. Any alterations shall be fully documented by each party.

 

 

ANNEX I

DECLARATION

[ Please copy on to your letterhead sign, date and print]
This Annex I to these Terms and Conditions forms an integral part of these Terms and Conditions and Schmalz Limited Contract. In the event of a conflict or inconsistency between the provisions of these Terms and Conditions and/or Contract and/or other agreement and/or any third-party agreement and this Annex I, this Annex I shall prevail.
Declaration that Products Supplied Contain no Russian Iron or Steel

Considering recent announcements by the UK's Department for Business and Trade and the Department of International Trade, as well as corresponding EU authorities, stringent measures took effect from 30th September 2023.
These measures pertain to the prohibition on the import of iron and steel products originating in the Russian Federation and/or processed in third-party countries. The aim is to curtail the circumvention of sanctions on the import of Russian iron and steel. There are no exceptions, and no transitional period is provided for any goods covered by these measures.

UK Regulations:
The Russia (Sanctions) (EU Exit) Regulations 2019 as amended by the Russia (Sanctions) (EU Exit) (Amendment) Regulations 2023; and
Regulation 46IA and 46IB.

For the purpose of this sanction, a relevant ‘iron and steel product’ is defined in Schedule 3b. Commodity Codes:
Chapters 72 and 73 of the UK Tariff.

EU Regulations:
EU: Regulation EU 833/2014 as amended by Council regulation (EU) 2023/1214;
Annex XVII of EU 833/2014 as amended by Annex V of Regulation 2023/12;
Commodity Codes: EU TARIC chapters 72 and 73; and
EU Council Decision: CFSP 2023/1217.

DECLARATION
I/We, [ INSERT CUSTOMER/SUPPLIER COMPANY NAME ] hereby confirm and declare, THAT following my/our due diligence, none of the products provided to Schmalz Limited incorporate any Russian originated steel and/or iron inputs.
I/We will immediately advise Schmalz Limited if this is no longer applicable for any products supplied.
I/We will also immediately cease supplying of any Russian sourced part(s) and/or part(s) containing Russian sourced material.
I/We will immediately advise of the affected materials and confirm whether the materials will be reintroducing the part(s) from a compliant source and/or whether I/we will no longer be able to supply an item and/or material containing any Russian sourced part(s) and/or part(s) containing Russian sourced material.

Signed and Dated:     …………………………………………………………….
Print Name:                 …………………………………………………………….
Position:                      …………………………………………………………….