Terms and conditions

Stand: 14.01.2022

Our terms and conditions

GENERAL CONDITIONS OF SALE OF SCHWEIGER TOOLING GMBH

1. Application

1.1. Supplies, services, and quotations shall be effected exclusively on the basis of these Conditions of Sale. Conflicting conditions or conditions of the customer which deviate from our Conditions of Sale will not be recognised, unless their application has been expressly agreed to.

1.2. Negotiations for fulfilment of contract shall not be deemed as agreement to any contractual conditions which deviate from our conditions.

1.3. These Conditions of Sale also apply as a framework agreement for all further legal transactions between the contracting parties.

 

2. Conclusion of Contract

2.1. Our quotations are non-binding. A contractual quotation to a customer requires an order confirmation. The dispatch of the goods ordered by customers has the effect of concluding the contract. If quotations are sent to us, the bidder shall be bound to this for a period of 8 days from the quotation reaching us.

2.2. We shall not be obliged to carry out the service until all technical details have been clarified and customers have unambiguously fulfilled all structural, technical, and legal preconditions to fulfilment.

2.3. Services shall not be due which are not expressly included in the quotation or in other contractual documents signed by us.

2.4. In the event of the services being carried out on the basis of plans, drawings, and sketches or instructions provided by customers, they are to guarantee to us the correctness of the documents and instructions provided. There is no obligation on our part to examine or issue warnings with regard to these documents and instructions. Should customers wish for an examination of the works, equipment, machines, or documents provided by them, such procedures are to be agreed on separately, and customers shall incur an appropriate fee charged in this respect.

 

3. Price

3.1. Unless expressly indicated otherwise, all prices given by us are understood to be exclusive of Value Added Tax.

3.2. In the event of changes in wage costs due to the provisions of collective wage agreements in the sector, or internal corporate agreements, or should other cost items relevant to the calculation be changed, or costs change which are necessary for the performance of the service, such as those for materials, energy, third-party work, financing, etc., then we shall be entitled to increase or reduce the prices accordingly.

 

4. Cost Estimates

4.1. Cost estimates are only binding if issued in writing and are expressly designated as binding; the issue of a cost estimate does not commit us to accept the order.

4.2. Cost estimates are non-binding; no guarantee is provided for correctness and completeness.

4.3. Inasmuch as this is required for the performance of the service, customers are obliged to inform us precisely and in writing of all specifications and the intended sector of use.

 

5. Terms of Payment, Arrears Interest

5.1. In the absence of mutual agreement, our claims are to be paid in cash piece by piece against the handover of the goods. Discount deductions require a separate agreement. In the event of arrears in payment, including partial payments, any discount agreements shall be terminated.

5.2. Payments from customers shall not be deemed to be received by us until the moment at which they are paid into our business account or acceptance by us of the cash payment.

5.3. In the event of delay in payment by customers, arrears interest shall be imposed, in the amount of 8 percentage points above the base rate.

 

6. Cancelling of Contract

6.1 In the event of delay in acceptance (Item 8) or for other important reasons, such as, in particular, bankruptcy of the customers or insolvency due to lack of assets, we shall be entitled to withdraw from the contract, inasmuch as it has not yet been fulfilled in total by both parties.

6.2. In the event of cancellation we shall have the option, if the customers are at fault, to demand lump-sum compensatory damages of 10% of the gross amount of the invoice, or reimbursement of the damages and losses actually incurred.

6.3. In the event of delay in payment by the customers, we shall be released from all further service and supply obligations, and shall be entitled to refrain from any still outstanding supplies or services and to demand the settlement of advances and sureties, or, after setting an appropriate period of grace, to withdraw from the contract.

6.4. In the event of customers withdrawing from the contract, without being entitled to do so, or requesting its suspension, we shall have the option of insisting on the fulfilment of the contract, or agreeing to its suspension. In the latter case, customers shall be obliged, at our discretion, to pay lump-sum compensatory damages in the amount of 15% of the gross amount of the invoice or to pay the actual damages incurred.

 

7. Reminder and Recovery Expenses

7.1. Customers undertake, in the event of delay, to reimburse us for the reminder and recovery expenses incurred by us, all costs for recovery, out-of-court or courtordered, and in particular the costs of a recovery company or an attorney.

 

8. Delivery, Transport, Delay in Acceptance

8.1. Our basic sales prices do not include any costs for delivery, installation, or commissioning. If desired, however, these services can be provided by us or arranged, against separate payment. In this situation, the actual costs incurred for the transport or delivery shall be invoiced, but as a minimum the freight costs applicable on the day of dispatch, or the usual freight costs of the means of transport selected. Installation work shall be charged on a time basis, whereby a man-hour rate of EUR 95.00 (basis for 2022 plus V.A.T. at the statutory rate; the right to effect changes is reserved) is deemed to be agreed.

8.2. Customers shall respect the operating and commissioning instructions provided on the occasion of the purchase, and shall ensure, in particular, that specified maintenance work is carried out in a due and proper manner.

8.3. Customers shall undertake to keep us indemnified against any losses which we incur as a result of incorrect handling, commissioning, or storage of the goods supplied by us.

8.4. If customers have not taken charge of the goods as agreed (delay in acceptance), we shall be entitled, after the unsuccessful setting of a subsequent period of grace, either to take the goods into store ourselves, for which we shall charge a storage fee of 0.1% of the gross amount of the invoice per calendar day commenced, or place them in store with an authorised third party, at the expense and risk of the customers.

8.5. At the same time, we shall be entitled either to insist on fulfilment of contract, or, after the setting of a subsequent period of grace of at least 2 weeks, to withdraw from the contract and to dispose of the goods elsewhere.

 

9. Delivery Time

9.1. We shall not be obliged to carry out the service until customers have fulfilled all their obligations which are required for performance, in particular all technical and contractual details, preparatory work, and preparatory measures.

9.2. In the event of our exceeding the agreed deadlines and delivery times, customers shall only be entitled to withdraw from the contract after the expiry of an appropriate subsequent period of grace.

 

10. Place of Fulfillment

Place of fulfilment is the company’s registered office (in accordance with the Commercial Register).

 

11. Minor Modifications to Service

Modifications to our service or supply obligations which are minor or acceptable to the customers shall be deemed in advance to be accepted. This shall apply in particular to changes in the item itself (e.g. dimensions, colours, plastics, metals, composition of non-ferrous metals, etc.).

12. Obligations in respect of Guarantee, Investigation and Submission of Complaints

12.1. In all cases, we shall deal with guarantee claims by customers primarily by replacement, repair within an acceptable period of time, or, last, by price reduction. Customers can only demand repudiation (suspension of contract) if the deficiency is substantial, cannot be rectified by replacement or repair, and a price reduction is not reasonably acceptable to the customers. Claims for compensatory damages by customers, which are aimed at the alleviation of the deficiency by making good or replacement, can only be pursued if we have fallen behind in the fulfilment of guarantee claims despite the setting of a conditional subsequent period of grace.

12.2. Claims under guarantee must be pursued within one year from delivery of the item.

12.3. In the event of customers contending that a deficiency exists, claims resulting from this, in particular for guarantee or compensatory damages, can only be pursued if the customers prove that the deficiency was already present at the time of delivery of the goods; this shall also apply within the first six months after the delivery of the goods.

12.4. Customers are obliged to examine the goods after delivery forthwith, but at the latest within 6 working days. Any deficiencies determined in this situation are to be made known to us promptly, but at the latest within 3 working days of discovery, notifying us of the nature and extent of the deficiency in writing.

12.5. Deficiencies which are discovered are to be made known in writing promptly, but at the latest within 3 working days of discovery. If a deficiency is not notified, or not notified in good time, the goods shall be deemed to be accepted.

12.6. Our obligation under guarantee shall terminate in any event with the expiry of the term of the guarantee. Any special recourse by the customers in respect of self-fulfilled guarantee obligations is excluded.

12.7. Claims under guarantee shall be excluded if our services have been altered, supplemented, or reworked by third parties or by the customers themselves, or are the result of deficient installation by these parties.

12.8. No guarantee shall pertain in the event of damage to the object of the service by outside forces, such as mechanical effects, in respect of parts subject to wear, or other parts which are subject to normal wear and tear.

12.9. No guarantee shall likewise pertain for cases of unsuitable or inappropriate use, normal wear and tear, lack of maintenance work, if this has been recommended, defective or careless handling, or the use of unsuitable and/or inadequate operating media.

 

13. Compensatory Damages

13.1. Any claims for compensatory damages are excluded in cases of minor negligence. This shall not apply to personal injury.

13.2. The injured party is required to furnish proof of minor or gross negligence.

13.3. The statute of limitations in respect of alleged compensation claims shall be two years from transfer of risk.

13.4. The provisions relating to compensatory damages contained in these Conditions of Sale or otherwise agreed shall also apply if the claim for damages is pursued together with or instead of a claim under guarantee.

 

14. Product Liability

Claims for recourse in the meaning of the Product Liability Law are excluded, unless the party entitled to recourse proves that the defect was caused within our sphere, and was culpably attributable at least to gross negligence.

 

15. Reservation of Ownership and its Implementation

15.1 All goods are supplied by us under reservation of ownership, and remain our property until payment has been effected in full. The pursuit of reservation of ownership shall only result in withdrawal from the contract if this is expressly declared.

15.2. In the event of recovery of goods, we shall be entitled to charge for the transport and handling costs incurred. In the event of the intervention by third parties on the goods under reservation of ownership, in particular by way of pledging, customers shall undertake to draw attention to our ownership, and inform us of this forthwith.

15.3. If customers are not entrepreneurs, whose normal pursuit of business includes dealings in the goods acquired from us, they shall not be permitted to be availed of the goods subject to reservation of ownership until payment has been made in full of the outstanding purchase price demand, and in particular they may not sell them, offer them in pledge, give them as gifts, or loan them out on hire.

15.4. Customers shall bear the full risk for the goods subject to reservation of ownership, in particular for the risk of destruction, loss, or deterioration.

 

16. Assignment of Claims/Prohibition of Assignment

16.1. In the event of delivery under reservation of ownership, customers shall here and now assign to us their claims against third parties, inasmuch as these derive from the sale or processing of our goods, up until final settlement of our claims, by way of payment.

16.2. On request, customers are to provide us with the names of their own customers, and are to inform these parties in good time of the assignment. The assignment is to be entered in the company business records, in particular in the list of outstanding items, and is to be shown on delivery notes, invoices, etc.

16.3. If customers are in arrears with their payments towards us, then these sums are to be separated from the sales proceeds accruing to them, and customers shall only take possession of these on our behalf.

16.4. Any claims against insurers are to be assigned to us, immediately, within the limits of the Insurance Contract Act.

16.5. Claims against us may not be assigned without our express agreement.

 

17. Retention

Customers shall not be entitled, in the event of justified complaint and except in cases of reverse transaction, to exercise retention of the whole net amount of the invoice, but only of a reasonable part there of.

 

18. Applicable Law, Place of Jurisdiction

18.1. German law shall apply.

18.2. The application of UN Convention on Contracts for the International Sale of Goods is expressly excluded.

18.3. The language of contract is German.

18.4. The contracting parties agree on German domestic jurisdiction. The court of material jurisdiction at the domicile of our company shall have exclusive jurisdiction in decision of any disputes arising from this contract..

 

19. Data Protection, Change of Address, and Copyright

19.1 Customers issue their agreement to any personal data also contained in the purchase contract to be stored and processed by us with the support of automated systems, in the fulfilment of this contract.

19.2. Customers are obliged to notify us of any changes in their business address, inasmuch as the legal transaction relating to the object of the contract has not been fulfilled by both parties. If this notification is not made, declarations shall continue to be deemed to have been delivered if sent to the last address given.

19.3. Plans, sketches, or other technical documents shall at all times remain our intellectual property, as shall samples, catalogues, brochures, illustrations, and the like; customers shall not acquire any rights of usufruct or exploitation to these whatsoever.

 

20. Miscellaneaous Provisions

20.1. In the event of a provision of these General Terms and Conditions of Business being invalid, in whole or in part, or is rendered invalid due to provisions of the law, the remaining provisions of these General Terms and Conditions shall remain in effect unchanged. The parties undertake to replace the invalid provision by a valid provision of which the content most closely approximates the financial intention of the invalid provision.

20.2. Customers acknowledge, and issue their agreement, that changes to these present General Terms and Conditions of Business may be effected, and that the ongoing business relationship shall be based on these as from the month following the notification and shall come into effect accordingly, unless objection is raised against this within 4 weeks.

GENERAL PURCHASING TERMS AND CONDITIONS AND CSR BEHAVIOR GUIDELINES FOR SUPPLIERS OF SCHWEIGER TOOLING GMBH

1. Scope

1.1. Only the General Purchasing Terms and Conditions are valid for all orders and purchases by Schweiger tooling GmbH. Orders by Schweiger tooling GmbH are only awarded based on these General Purchasing Terms and Conditions.

1.2. We explicitly object against contradicting or deviating terms and conditions (especially sales, delivery and other business conditions) of the contractors or sellers. If a deviating written agreement has not been made, then the application of these terms and conditions is the prerequisite and condition for the closing of the contract.

1.3. Purchasing orders or orders are only binding in a written, company conforming format. Purchasing orders or orders placed verbally or through the phone will only become binding with a subsequent written and company conforming confirmation.

1.4. By accepting the order or the purchasing order, the contractor/seller obligates itself to deliver the goods exactly in the listed, ordered and agreed quality, quantity and description. For this purpose, the detailed adherence to the listed specifications, parts lists, drawings or technical documents or other information required for the execution of the order or the purchasing order is required.

1.5. Any material/goods delivered must be in accordance with the relevant German and legal EU standards and regulations. Deviations must be approved explicitly by Schweiger tooling GmbH in case of deviations from the listed standards or regulations.

 

2. Delivery

2.1. All required documents must be attached to the delivery. The term required documents includes especially all shipping documents, certificates of origin, certificates, review verifications, registration documents, conformity declarations and other documentations that must be available for the use of the goods as well as all documents explicitly requested by us. The supplier assumes the possible costs for the acquisition of these documents.

2.2. Excess or over-deliveries that are made without a legally effective purchasing order from us will not be accepted under any circumstances, not even if they are viewed as in accordance with the industry standard.

2.3. If goods must be delivered as a call-off order, then they must be stored professionally until the call. We have the right to inspect the stored goods.

2.4. For proper allocation, our order number must be placed on all documents listed above.

 

3. Delivery conditions

3.1. The delivery or service must be provided by the contractor/seller to the delivery address listed on the respective purchasing order. If not agreed otherwise, then the delivery address is also the invoicing address.

3.2. If we should specify or exclude certain shipping methods, certain transport means, transport paths or freight forwarders, then these determinations are binding for the contract partner.

3.3. If we should not specify any shipping regulations, then INCOTERMS (in the respectively valid version) DDP Plant D-82449 Uffing are agreed.

3.4. If not agreed otherwise, then partial deliveries will not be accepted.

3.5. If not agreed otherwise, then the ownership is only transferred after a proper acceptance at the location specified by us.

 

4. Delivery times

4.1. Assumed that a delivery date was agreed, then all orders or purchase orders awarded by us are firm deals. If delivery dates are exceeded, then we have the right to cancel the contract and to establish a claim for damages.

4.2. The contractor has no claims in case of such a contract withdrawal. If for any reason a business case should not have been closed as a firm deal and if the contract partner does not fulfill the contract in a proper manner, at the correct time or in an agreed way, then we have the right to withdraw from the contract without claim for compensation for the contractor but with the right for us to claim compensation.

4.3. In case the contract partner is in arrears, then a penalty in the amount of 1% of the gross order value - however a maximum of 50% - is agreed for each day of delay (Sundays and holidays are viewed as days in arrears). The assertion of additional, actually occurred damages based on the delayed delivery as well as other damages that go beyond the delay is reserved.

 

5. Prices

5.1. The prices agreed in the order are always fixed prices.

5.2. Should a change of the prices occur due to cost increases at the contract partner, then such an increase of the prices cannot be charged to us. For additional or supplemental deliveries, which are directly related to the contract in question, the contract partner is obligated to grant us the same condition as for the contract in question. This is independent of the ordered volume or the other circumstances of the new order.

 

6. Fulfillment date

6.1. The arrival of the delivery at the listed delivery address or the acceptance of the service by our personnel is viewed as the fulfillment date.

6.2. Non-adherence to the delivery or the fulfillment date specified in our order gives us the right to declare the contract withdrawal without awarding a period of grace and without prior announcement for the volume that was not delivered at this date.

6.3. The supplier is liable for all harms that are caused by the exceedance of the delivery time (service period). Deliveries and services that are not accepted will be made available to the supplier at the delivery address specified in the order.

 

7. Payment terms

7.1. The payment targets listed in the order will always be calculated after the proper acceptance of the goods at our facility or the acceptance of the services and the receipt of the invoice. Deliveries before the ordered delivery date have no impact on the payment target.

7.2. If no other payment targets should be agreed as part of an order, then the following applies in accordance with the above listed conditions: 14 days – 3% discount or 60 days net.

7.3. If partial payments should be agreed, then the respective transfer will only be made against explicit written requests (invoicing).

7.4. By accepting the order, the contract partner declares that it agrees to all of the above conditions.

 

8. Notice of defects

8.1. It is explicitly agreed that the assertion of the notice of defects is not bound to the adherence of any deadlines neither with respect to open, nor still hidden defects.

8.2. Hidden defects give us the right to request a reimbursement for the wages expended for the machining and processing.

8.3. We also have the right to compensation for damages for all harms that occurred to us due to the deficient service performance.

 

9. Liability

9.1. The contract partner guarantees that the delivered goods are in accordance with the regulations of the German product liability law and that the contract partner is fully entitled to dispose of the goods and that it therefore transfers into our unrestricted ownership. In case that claims are raised against us based on the delivered goods (material, product, etc.), the contract partner accepts the obligation to hold us completely free of damages and complaints (indemnity obligation) and to join us as a joint-intervenient in possible processes.

9.2. The contract partner is obligated to perform a detailed product observation and to keep the goods always in the current state of the scientific and technical knowledge and to provide, if required, all production documents to us and to inform us immediately about the manufacturer and importer.

9.3. The contract partner must attach a detailed instruction manual for the delivered goods (products) with easily understood symbols and must consider the typical use, especially also by non-craftsmen.

9.4. A possible hazardousness of the goods must be separately highlighted. If product errors (design, production, instruction errors or transport damages, etc.) occur or if they become known, then the contract partner must inform us immediately and must reimburse all costs, especially also those for a call-back action.

9.5. The contract partner is obligated to establish an adequate product liability insurance - including series production damages - and to keep us free of damages and complaints in damage and regress cases.

9.6. The contract partner herewith relinquishes all payment claims against the insurance to us.

10. Patent and trademark protection/EC conformity declaration

10.1. If the products purchased by us are subject to property rights, especially patent rights, then the purchase of these rights is included in the sale price as far as it is required for the use or the machining and processing of the ordered goods.

10.2. The contract partner is liable towards us to ensure that third party property rights are not violated and holds us completely free of damages and complaints through the first request.

10.3. The contract partner assures that all deliveries/products/goods or parts thereof are in accordance with the respective - if available - legal community directives (machine directive including codes of practice) and holds us in this respect completely free of damages and complaints.

 

11. CSR guidelines

We have emphasized our commitment for the environmental protection, the adherence to human rights and the work standards as well as for the fight against corruption by implementing our Corporate Social Responsibility guidelines (CSR guidelines). These guidelines emphasize our willingness to request the adherence to the principles of the sustainable development also from our suppliers and service providers.
By accepting our guidelines, the supplier accepts the obligation to undertake all required efforts to apply and implement our guidelines without exception by adhering to the contract regulations and the valid national statutory provisions.
Any intentional non-adherence to the principles listed in the CSR guidelines by the supplier is viewed as a violation against its contract obligations and can result up to contract terminations based on the fault of the supplier plus potential claims for damages.
If a supplier should not be in a position to adhere to one or more regulations in our guideline based on special circumstances, then the supplier must inform us about this and must agree jointly to required corrective actions.

11.1. Supplier partners / partnerships
The loyalty principle, which creates and maintains permanent trusting relationships applies to us and to our suppliers. The supplier aligns its activities to the principles of honesty and justice as well as to the prevailing competitive rules and the valid anti-corruption regulations in the business relationships. The contract negotiations and the contract implementation must not result in behaviors or actions that can be viewed as active or passive bribery, co-guiltiness for passive bribery or the so-called cronyism.
We treat our suppliers sincerely and fairly, independent of their size and market position. We request that all purchases are handled in accordance with the principle of an open and fair competition.
The supplier accepts the obligation to not offer or grant presents, invitations, favors, favoritisms or other benefits to our employees or their families, which could restrict the incorruptibility, the free judgment or the objectivity of the said employee in its business relationships with the supplier. Little somethings in form of presents can be accepted by the employees only in exceptional cases and at adequate occasions (e.g. at the end of the year), they must be of little value and must be within the realm of what is normal in the industry.
It is prohibited for the supplier to assume the travel or accommodation costs for our employees in case of a location inspection. Invitations to business meals or cultural or sporting events, etc., must be limited to exceptions and must not represent disproportionate expenditures.


11.2. Forced labor
The supplier accepts the obligation to not use any forced or compulsory labor. We define forced and compulsory labor as any type of labor or service by an individual person on pain of penalties, for which the individual person has not volunteered.

11.3. Moonlighting
The supplier accepts the obligation to not use any moonlighting as it is defined in the legal regulations.

11.4. Child labor
The supplier accepts the obligation to adhere to the regulations with respect to the abolition of child labor and the protection of minors as these are specified in the national legislations. The supplier especially commits itself not to hire any person who has not yet reached the minimum age in accordance with the national legislation.

11.5. Nondiscrimination
The supplier accepts the obligation to not make any difference, exclusion or preference based on race, skin color, gender, profession of faith, political opinion, the national heritage or the social origin that results in the fact that the equal opportunities or equal treatment in employment or job are abolished or impaired. We do not view the differentiation, the exclusion or the preference of persons based on the qualification required for a certain activity as well as special measures that accommodates the special requirements of persons who based on their gender, age, an individuality, family related pressures or their social or cultural background require a special protection or special support (positive discrimination) as a discrimination.

11.6. Working time
The supplier adheres to the local laws with respect to the working times

11.7. Compensation
The supplier adheres to the local laws with respect to the minimum wage and accepts the obligation to pay its employees their compensation regularly. The supplier accepts the obligation to pay overtime in accordance with the pay scale specified the locally valid laws.

11.8. Safety and health
The supplier tries to guarantee a safe work environment that does not represent risks for the health. The supplier ensures that its activities do not impair the health and the safety of its employees, its sub-contractors, the players involved in the respective project, the neighboring population and the users of its products. The supplier acts proactive with respect to hygiene and safety questions. The risks associated with its activities must be identified and assessed. The supplier takes all measures required for the limitation and, if possible, for the removal of these risks.

11.9. Environment
The supplier makes an effort to reach highest standards with respect to environmental protection. This applies to its products as well as to its environmental management system, especially with respect to the preservation of nature, the conservation of biodiversity and the ecological systems, the utilization of natural resources as well as the waste and hazardous material management. The supplier makes all necessary efforts to prevent damaging impacts of its activities on the environment or to hold them as low as possible by advancing responsible and environmentally conscious activities.
The supplier makes an effort to limit adverse effects for the neighboring residents, to reduce its energy consumption, residues in the water, in the air and in the soil; this also applies to the different stages of the production, the transport, the installation at the location, the marketing of the products and services as well as the disposal of the waste.
The supplier considers environmental protection, hygiene and safety criteria when purchasing products and services as well as during the design, realization and implementation of its own products and services to limit the damaging impacts of its products and services during their entire life cycle and to the maintain or even increase the quality. The supplier accepts the obligation to adhere to the valid laws and standards as well as the laws of the target country/countries of its products.

 

12. Place of fulfillment and place of jurisdiction

12.1. The place of fulfillment is the place of destination listed in our respective order. The goods travel at the risk of the contract partner until the arrival at this fulfillment location.

12.2. German law applies.

12.3. The applicability of the UN purchase law is excluded.

12.4. The contract language is German.

12.5. The contract parties agree on German, domestic jurisdiction. The local court at the headquarters of our company is
responsible for the decision about all disagreements that are caused by the contract relationship.