1. Scope

1.1 These General Terms and Conditions of Purchase apply to your deliveries and services to us, unless otherwise expressly agreed.

1.2 The supplier’s general terms and conditions that conflict with our terms and conditions shall apply only to the extent that we have expressly agreed to them in writing.

2. Orders

2.1 Our orders and any changes or additions to the orders must be made in writing or in text form.

2.2 We are entitled to cancel our order free of charge if you do not confirm it to us unchanged within one week of receipt.

3. Deadlines and Consequences of Missing Deadlines

3.1 Agreed deadlines for deliveries and services are binding. If delays are to be expected or have occurred, you must notify us immediately in writing.

3.2 If you fail to deliver or perform even within a grace period set by us, we are entitled—even without prior notice—to refuse acceptance, withdraw from the contract, or claim damages for non-performance. We are also entitled to withdraw from the contract even if you are not at fault for the delay. Any additional costs incurred by us as a result of your delay—in particular those arising from the need to procure supplies elsewhere—shall be borne by you.

3.3 We reserve the right to claim an agreed contractual penalty for improper performance (Section 341 of the German Civil Code (BGB)) until the final payment is made.

4. Prices

Prices are fixed. They include all expenses associated with the deliveries and services to be provided by you.

5. Processing and Delivery

5.1 You may only award subcontracts with our consent, unless they involve merely the supply of parts commonly available on the market. Delivery calls are binding with respect to the type and quantity of the goods called for as well as the delivery time. Partial deliveries require our consent.

5.2 Each delivery must be accompanied by a delivery note that specifies our order number as well as the description of the contents by type and quantity.

5.3 The goods are generally delivered in standard, single-use packaging customary in the trade. If reusable packaging is used, you must provide the packaging on a loan basis. Return shipping is at your expense and risk. If, in exceptional cases, we agree to assume the packaging costs, these shall be invoiced at the verifiable cost price.

5.4 For equipment, a technical description and user manual must be provided free of charge. For software products, the delivery obligation is not fulfilled until the complete documentation (system-related and user) has also been provided. For programs developed specifically for us, the program must also be delivered in source format.

5.5 If you perform deliveries or provide services on our premises, you are obligated to comply with the guidelines on safety, environmental protection, and fire safety for non-employees, as amended from time to time.

6. Invoices, Payments

6.1 Invoices must be submitted to us by separate mail; they must include our order number.

6.2 Payments do not constitute acknowledgment that the delivery or service was in accordance with the contract. In the event of a defective or incomplete delivery or service, we are entitled, without prejudice to our other rights, to withhold payments for claims arising from the business relationship to a reasonable extent until proper performance has been achieved.

6.3 The assignment of your claims against us to third parties is prohibited.

7. Safety, Environmental Protection

7.1 Your deliveries and services must comply with statutory provisions, in particular safety and environmental protection regulations, including the Ordinance on Hazardous Substances, the ElektroG, and the safety recommendations of the relevant German technical committees or trade associations, e.g., VDE, VDI, and DIN. Relevant certificates, test reports, and documentation must be provided free of charge.

7.2 You are obligated to determine and comply with the current status of the directives and laws applicable to your components with regard to substance restrictions. You are obligated not to use prohibited substances. Substances to be avoided and hazardous substances as defined by applicable laws and directives must be specified by you in the specifications. If applicable, the safety data sheets must be submitted along with the quotes and with the delivery slip upon the first delivery (in at least German or English). We must be notified immediately of any instances where substance restrictions are exceeded or prohibited substances are delivered.

7.3 For deliveries and the provision of services, you are solely responsible for compliance with accident prevention regulations. Any protective equipment required under these regulations, as well as any manufacturer’s instructions, must be supplied free of charge.

8. Import and Export Regulations, Customs

8.1 For deliveries and services originating from an EU member state outside of Germany, your EU VAT identification number must be provided.

8.2 Imported goods must be delivered duty-paid. You are obligated, within the scope of Regulation (EC) No. 1207/ 2001, at your own expense, to allow inspections by the customs authorities and to provide the necessary official confirmations.

8.3 You are obligated to inform us in detail and in writing of any licensing requirements for (re-)exports in accordance with German, European, and U.S. export and customs regulations, as well as the export and customs regulations of the country of origin of the goods and services, in detail and in writing.

9. Transfer of Risk, Acceptance, and Title

9.1 Regardless of the agreed pricing, the risk shall pass to us upon receipt at the delivery address specified by us in the case of delivery without installation or assembly, and upon successful completion of our acceptance in the case of delivery with installation or assembly. Commissioning or use does not replace our acceptance declaration.

9.2 Title to the delivered goods passes to us upon payment. Any extended or expanded retention of title is excluded.

10. Obligation to Inspect and Give Notice of Defects, Cost of Inspection

10.1 An incoming goods inspection is conducted to detect obvious defects. We will report hidden defects as soon as they are discovered in the course of normal business operations. You waive the right to object on the grounds of a delayed notice of defects for all defects reported within fourteen days of their discovery.

10.2 If we return defective goods to you, we are entitled to charge you the invoice amount plus a flat-rate handling fee of €200. We reserve the right to provide proof of higher expenses. You reserve the right to provide evidence of lower or no expenses.

11. Warranty for Material and Legal Defects

11.1 Defective deliveries must be replaced immediately with defect-free deliveries, and defective services must be repeated without defects. In the event of development or design defects, we are entitled to immediately assert the rights provided for in Section 11.3.

11.2 Rectification of defective deliveries or services requires our consent. During the period in which the subject matter of the delivery or service is not in our custody, you bear the risk.

11.3 If you fail to remedy the defect even within a reasonable grace period set for you, we may, at our discretion, withdraw from the contract or reduce the compensation and, in each case, additionally claim damages.

11.4 In urgent cases (particularly where operational safety is at risk or to prevent exceptionally high damages), to remedy minor defects, as well as in the event of your delay in remedying a defect, we are entitled—after notifying you in advance and following the expiration of a grace period of reasonable duration appropriate to the situation— at your expense, to remedy the defect and any resulting damages ourselves or to have them remedied by a third party at your expense. This also applies if you deliver or perform late, and we must remedy defects immediately to avoid a delay in our own delivery.

11.5 The statute of limitations for our claims arising from material defects is 36 months from the transfer of risk pursuant to Section 9.1; the statute of limitations for our claims arising from defects of title is ten years from the transfer of risk pursuant to Section 9.1. The statute of limitations shall be suspended for the period beginning with the dispatch of our notice of defects and ending with the fulfillment of our claim for defects.

11.6 If you are required to deliver or perform in accordance with our plans, drawings, or other specific requirements, the conformity of the delivery or performance with such requirements shall be deemed to have been expressly warranted. Should the delivery or service deviate from the requirements, we shall immediately be entitled to the rights set forth in Section 11.3.

11.7 Our statutory rights remain unaffected in all other respects.

12. Repeated Performance Failures

If, following a written warning, you again provide essentially the same or similar deliveries or services that are defective or late, we are entitled to immediate termination. In this case, our right to terminate also extends to any deliveries and services that you are still obligated to provide to us in the future under this or any other contractual relationship.

13. Indemnification for Material and Legal Defects

You shall indemnify us against all claims that third parties —regardless of the legal basis—may assert against us due to a material defect, a legal defect, or any other defect in a product you have delivered, and you shall reimburse us for the necessary costs of our legal defense in this regard.

14. Technical Documentation, Tools, and Production Equipment

14.1 Technical documentation, tools, work specifications, production equipment, etc., provided by us shall remain our property; all trademark, copyright, and other intellectual property rights shall remain with us. They must be returned to us, including all copies made, immediately upon completion of the order without being asked; in this regard, you are not authorized to assert a right of retention. You You may use the aforementioned items solely for the fulfillment of the order and must not transfer them to unauthorized third parties or otherwise make them accessible. Duplication of the aforementioned items is permitted only to the extent necessary for the fulfillment of the order.

14.2 If you produce the items specified in Section 14.1, first sentence, for us, either in part or in full, at our expense, Section 14.1 shall apply accordingly, whereby we shall become (co-)owners in proportion to our share of the production costs upon production. You shall hold these items in safekeeping for us free of charge; we may at any time acquire your rights with respect to the item, subject to reimbursement of expenses not yet amortized, and demand the return of the item.

14.3 You are obligated to care for and maintain the aforementioned items free of charge and to repair normal wear and tear. If, for the fulfillment of our order, you commission a subcontractor to manufacture tools and samples, you shall assign to us your claims against the subcontractor upon transfer of ownership of the tools and samples.

15. Provision of Materials

15.1 Materials provided by us remain our property and must be stored by you free of charge and with the care of a prudent businessman, kept separate from your other property, and marked as our property. It may only be used to fulfill our order. You are liable for any damage to the materials provided.

15.2 If you process or transform the material provided, such activity shall be performed on our behalf. We shall immediately become the owners of the new items created in the process. If the material provided constitutes only a part of the new items, we shall be entitled to co-ownership of the new items in proportion to the value of the material provided contained therein.

16. Confidentiality

16.1 You are obligated to treat as confidential all non-public commercial and technical details that come to your knowledge through the business relationship and not to disclose them to third parties.

16.2 The manufacture of products for third parties, the exhibition of products manufactured specifically for us—in particular according to our plans, drawings, or other specific requirements, the publication of information regarding the orders and services, as well as any reference to this order to third parties, require our prior written consent.

16.3 We hereby note that we store personal data related to our business relationship with you .

17. Miscellaneous

17.1 The place of performance is the delivery address specified in each case.

17.2 The place of jurisdiction is, provided you are a merchant, a legal entity under public law, or a special fund under public law, the registered office of the Schröder Spezialglas GmbH company applying these terms and conditions. However, we are also entitled to bring a claim against you at your registered office.

17.3 German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-laws provisions of German private international law.

17.4 Should individual provisions of these General Terms and Conditions of Purchase be wholly or partially invalid, this shall not affect the validity of the remaining provisions or the remaining parts of such provisions.