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SCHOTT Purchasing Terms and Conditions
SCHOTT Purchasing Terms and Conditions June 2008
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The following terms and conditions govern purchase agreements and other contracts relating
to goods and services made, or agreed to by the company SCHOTT AG or any of its
German Holding Companies (hereafter named 'SCHOTT'). These terms are not applicable
for construction, construction services or employment contracts.
1. Applicability
Unless otherwise individually agreed in writing, the legal relationship between the Supplier
and SCHOTT with respect to the transactions described below will be based exclusively on
the following terms and conditions. Any conflicting terms and conditions or terms and
conditions, which are in any way inconsistent herewith provided by the Supplier shall not
apply, even if SCHOTT fails to expressly reject such terms and conditions in any given case,
specifically when ordered goods are accepted without objection, unless with SCHOTT’s
explicit prior written consent.
2. Writing requirement
All orders, together with any modifications or supplements thereto, must be made in writing.
Any derogation from this requirement must likewise be agreed by both parties in writing.
3. Revocation
SCHOTT has the right to revoke its order free of cost if the Supplier fails to confirm such
order verbatim within two weeks following its receipt thereof.
4. Delivery dates
a) Any agreed delivery dates for goods or services are binding. If any delays are
anticipated or in fact occur, the Supplier shall promptly notify SCHOTT thereof.
b) If, as a result of the Supplier's fault, the delivery date deadline is not met (default), then
SCHOTT may demand compensatory damages, without prejudicing its other rights.
c) If the Supplier fails to perform its contractual duties within a reasonable time period of
grace stipulated by SCHOTT, then SCHOTT will have the right, following the expiration of
such period, to commission a third party to perform the Agreement and to demand that the
Supplier reimburse SCHOTT for necessary expenses and additional costs incurred as a
result. SCHOTT also has the right to demand compensatory damages in lieu of specific
performance. Upon expiration of the grace period, the Supplier’s right to cure and
SCHOTT’s obligation to accept such performance will lapse as soon as SCHOTT procures
substitute performance on its own in lieu of specific performance, or if SCHOTT demands
compensatory damages in lieu of specific performance.
5. Prices
The prices are firm. These prices include all expenses connected with the goods and
services to be provided by the Supplier.
6. Processing and delivery
a) The Supplier may sub-contract only with the consent of SCHOTT, unless such sub-
contracts relate simply to the supply of marketable components. Any supply requests
concerning the type and quantity of the requested goods and the delivery schedule are
binding. Instalment deliveries require the consent of SCHOTT.
b) A delivery note must accompany every delivery, and must indicate the order number of
SCHOTT and describe the contents according to type and quantity.
c) A technical description and a user manual must accompany devices and is free of
charge. Software products will be deemed duly delivered only after all documentation
(system-technical and user) has been delivered. With respect to any programs specifically
written for SCHOTT, the program should also be delivered in source code format.
d) The Supplier will be liable to SCHOTT for all required due and proper
labelling/marking of all consignments and especially for the indication of any customs charge
numbers from the German export list. Such labelling/marking shall also be repeated in
confirmations of order and all shipping documents. Especially the supplier will point out in the
a.m. documents and invoices the items requiring an export license or which are subject to
US re-export regulations and apart from that to indicate the relevant export list number and
the customs code number.
e) All goods shall be packaged properly to avoid any damage in transit. If packaging is
charged separately, such charges (acceptable cost prices only) shall be quoted in a separate
line both in the offer and the invoice.
7. Invoices, payments
a) Invoices must be submitted to SCHOTT in duplicate. They must include SCHOTT's
order number and correspond verbatim with the order descriptions of SCHOTT. They shall
evidence the exact description of the department emiting the order and the date of the order.
Invoices that fail to include all of the above information will be returned. They will be deemed
not received and thus do not become due and payable, nor may they be used by the
Supplier as evidence of any SCHOTT’s failure to pay.
b) The invoice payment period commences upon receipt of a proper, verifiable invoice
(stamped date of receipt, not date of invoicing!), or on the work day following the date on
which delivery of the goods or service was taken, whichever is later.
Invoices that are defective or that contain errors do not become due and payable and
SCHOTT may send these back at any time. In the latter case, the obligation shall only
become due and payable upon receipt of the corrected invoice. The payment period will be
extended, if delivery documents are missing, or if the invoice was addressed to a department
other than the one named in the order , or it contains incomplete or incorrect information, for
whatever number of days it takes to eliminate the errors caused by the Supplier. Supplier has
to take into consideration the duration of the stay of the invoice audit when substantiating any
failure to pay and/or Supplier may not use such contested invoices as evidence of
SCHOTT’s failure to pay.
Any payments made will not constitute a recognition that the good or service is contractually
conforming. In the event any good or service is non-conforming or incomplete, SCHOTT is
entitled – without prejudicing its other rights – to withhold any payment for any and all claims
arising from the business relationship with the Supplier in a reasonable scope and without
compensation obligation for SCHOTT until the proper supplementary performance has been
completed by Supplier, without losing any rebates, cash discounts, or similar payment
benefits.
c) Payment shall be made in the payment period immediately following the date the invoice
becomes due and payable by the payment method of SCHOTT's choice.
d) The standard payment condition of SCHOTT is 14 days 3 % / 45 days net.
8. Statutory requirements
a) For all goods and services, the rules concerning hazardous substances as well as the
safety recommendations of German professional bodies and associations - such as VDE,
VDI, DIN - must be observed. Any relevant certifications, testing reports and evidence must
be furnished free of charge along with the goods and services.
b) With respect to any goods or the provision of any services, the Supplier shall be solely
responsible for adhering to the rules on accident prevention. According to these rules, the
required safety provisions and any other manufacturers' guidelines must be furnished free of
charge along with the goods and services.
c) The delivered goods must meet the source requirements under the preferential trade
arrangements of the EU, unless the order expressly stipulates otherwise.
9. Pass of risk, acceptance, title retention rights
a) Irrespective of the agreed indemnification provisions, the risk of loss on the delivery of
goods not involving installation or assembly shall pass to SCHOTT upon receipt of such
goods at the address of delivery stipulated by SCHOTT and, with respect to the risk of loss
on the delivery of goods involving installation or assembly, it shall pass upon the successful
completion of such installation or assembly, which will be documented in an acceptance
record.
SCHOTT’s mere operational start-up or use shall in no way constitute a formal acceptance.
b) With respect to the delivery of goods subject to title retention, SCHOTT may resell such
goods in the ordinary course of business. SCHOTT shall become the owner no later than
upon payment of the full purchase price.
10. Duties of inspection and complaints, inspection expenses
a) SCHOTT shall promptly notify the Supplier regarding any obvious defects in the goods or
services supplied, as soon as such defects are identified in the ordinary course of business.
With respect to any defects that SCHOTT notifies within four weeks, the Supplier agrees to
waive any expenses arising from a delayed notice of defect.
b) Goods will be inspected upon receipt, and such inspection shall be done on a random
sampling basis. If the benchmark quality levels set by SCHOTT are not met, then SCHOTT
will have the right to completely reject the goods or carry out a full inspection (100%) at the
Supplier's expense.
c) If SCHOTT returns defective goods to the Supplier, then SCHOTT will have the right,
regardless of the amount of the expenses incurred, to charge the Supplier the invoice
amount plus a flat-expense charge of 5% of the price of the defective goods. In any case,
however, the flat-expense charge shall not exceed EUR 550.00 for each returned shipment.
SCHOTT expressly reserves the right to provide evidence of higher expenditures.
11. Warranties and liability
a) Any defective goods must be promptly substituted with conforming goods, and any
defective services must be repeated in a conforming manner. In the event of a substitution or
repeat of services, the supplementary performance shall be deemed to have failed (§§ 440,
636 BGB) in those cases where the defect in quality has still not been eliminated even after a
second attempt to remedy has been made. In the case of any errors occurring in
development or construction, a supplementary performance by Supplier shall be deemed
unreasonable (§ 440 BGB) and SCHOTT reserves the right to promptly enforce the rights set
forth in Section 11 d).
b) During the period in which the subject matter of the goods or services is not in
SCHOTT’s custody, the Supplier shall bear any risk of loss.
c) In emergency situations (specifically where operational safety is in jeopardy or to avoid
extraordinarily high damages), and also in order to eliminate minor defects, SCHOTT shall,
after having given information and after having set a deadline respectively to the Supplier,
have the right to remedy the defect and any damages resulting therefrom itself at the
Supplier’s expense or to have a third party remedy such defects. The foregoing shall also
apply in other cases, to the extent a reasonable time period set by SCHOTT has expired
without result.
The aforementioned shall also apply if the Supplier is late in delivering the goods or services
and SCHOTT is required, as a result of such defect, to immediately remedy the defect to
avoid its own delivery default.
d) To the extent SCHOTT does not elect to remedy the defect itself, SCHOTT shall
otherwise have the option - after expiry of the reasonable time period set by SCHOTT
without result - either to rescind the contract or to reduce the contractually agreed purchase
price (price reduction). In addition to the two aforementioned options, SCHOTT reserves the
right to demand compensatory damages.
e) Unless individually agreed otherwise, the warranty period for any defects in quality will
be 24 months following the passage of risk in accordance with Section 9 a). The warranty
period will be tolled for the period from SCHOTT’s despatch of any defect notice to its receipt
of any conforming good or service. With respect to any remedied or substituted part of the
good or service delivered or repeated, the period defined in sentence 1 above will
recommence for those to run upon the receipt of the conforming good or service.
f) If the Supplier is responsible for damage to the product, then it agrees, upon the first
demand made, to indemnify SCHOTT with respect to any third party compensatory damage
claims, to the extent that the cause of the damage was within its sphere of organisation and
control and it itself is liable to third parties.
In this connection, the Supplier will also be obligated to reimburse any expenses, which arise
from or are connected with a recall campaign carried out by SCHOTT. SCHOTT shall inform
the Supplier about the content and scope of any such implemented recall campaign – to the
extent feasible and reasonable – and will provide it with the opportunity to present its opinion.
g) SCHOTT reserves any statutory claims or rights, which it may have as a customer.
12. Repeated impairments of performance
If the Supplier provides goods or services of substantially the same or similar nature which,
despite repeated written notices by SCHOTT, are again defective or late, the right to perform
supplementary shall be deemed unreasonable and SCHOTT will be entitled to immediately
rescind the agreement, namely also with respect to such goods or services that the Supplier
will be obligated to render based on previous or other contractual relations to SCHOTT in the
future.
13. Third party rights
a) The delivery and SCHOTT’s use of the products shall not infringe any third party
intellectual property rights within the Federal Republic of Germany.
Specifically where data processing programs are delivered, the Supplier warrants that it has
obtained all of the necessary rights, including any licences and/or intellectual property rights,
in order to transfer the program.
b) If compensatory damage claims or other demands are asserted against SCHOTT based
on the allegation that the Supplier's goods and services infringe intellectual property rights,
then the Supplier agrees that in the event third party intellectual property rights were culpably
infringed, it will indemnify SCHOTT with respect to all third party claims enforced including
any court costs and out-of-court expenses. The Supplier agrees at its own cost and risk to
make arrangements with the respective intellectual property rights holders to avoid
infringements of intellectual property rights. The Supplier agrees to pay any licensing fees
and royalties. If the Supplier cannot indemnify SCHOTT under applicable laws or for any
other reason, then the Supplier agrees to reimburse all costs incurred by SCHOTT in
connection therewith, provided that it was responsible for such claim.
14. Insurance obligation
The Supplier is obliged to set up and to keep an adequate and sufficient insurance for all his
main and collateral performances of his contractual duties during the contract period with
SCHOTT. The Supplier will provide SCHOTT upon request with an according insurance
certificate.
15. Technical documents, tools, manufacturing resources
a) Any and all written materials provided to the Supplier in connection with this contract and
any technical documents, tools, drawings, work standard sheets, sketches, calculations etc.
stemming from SCHOTT constitute the intellectual property of SCHOTT and are subject of
rights of authorship or copyrights held by SCHOTT. To the extent required for executing and
settling the order, SCHOTT grants the Supplier for a limited term a non-exclusive license to
the aforementioned rights of authorship or copyrights, which shall terminate once the order
has been settled.
SCHOTT shall retain exclusive ownership of any technical documents, tools, plant
specifications list, sketches, work instructions, manufacturing materials, etc., which it has
made available. SCHOTT shall likewise retain all authorship or copyrights therein. Such
material, together with any duplicates made, shall be returned to SCHOTT immediately after
executing the order without SCHOTT having to request the Supplier to do so. In this respect,
the Supplier will have no right to enforce any right to withhold performance vis-à-vis
SCHOTT. The Supplier may use the aforementioned items only in connection with carrying
out the order and may not disclose such items to unauthorised third parties or otherwise
provide access thereto. Any copying or reproduction of the aforementioned items may be
carried out only to the extent that it is absolutely necessary for discharging the order placed
by SCHOTT.
b) If, in order to execute the order, the Supplier produces technical documents, tools, plant
specifications list, sketches, work instructions, manufacturing materials, etc. then section
15a) will apply accordingly, and SCHOTT will acquire title to these types of items, which the
Supplier shall gratuitously hold in custody on SCHOTT’s behalf until repossession is
demanded. If SCHOTT participates in the production costs on a pro rata basis only, then
SCHOTT will acquire co-ownership rights in the relevant items, which the Supplier shall
gratuitously hold in custody on SCHOTT’s behalf. SCHOTT may, however, at any time
acquire the Supplier’s rights related to the items, subject to reimbursement of any item
production expenses not yet amortised and demand repossession of the items from the
Supplier.
16. Materials set aside
a) SCHOTT shall retain ownership in any materials it has set aside, and the Supplier shall
gratuitously hold such materials in accordance with the standard of care exercised by
reasonable business persons and must segregate such materials from the Supplier’s own
property and identify them as SCHOTT's property. Such materials may be used only for the
purpose of carrying out the order issued by SCHOTT.
b) In the event the Supplier processes the material set aside by SCHOTT or restructures
such material, then any such action shall be deemed to have been made exclusively for
SCHOTT . SCHOTT will become the direct owner of any new item of property created
therefrom. If the material set aside comprises only a part of the new item of property, then
SCHOTT will become co-owner in this new property item in accordance with the share
representing the value of the material set aside by SCHOTT.
17. Confidentiality
a) The Supplier covenants to treat as a trade secret any and all information and
knowledge he receives in connection with the submission of an offer or with the issuance of
an order by SCHOTT and agrees not to disclose, or make accessible or circulate such
information or knowledge to third parties, unless the Supplier can prove to SCHOTT that it
was aware of such information at the time the offer was submitted or that such information
was subsequently made available to it by an authorised third party not subject to a
confidentiality covenant or that such information had become generally subsequently
available without the Supplier having caused or being responsible for such disclosure.
b) The manufacturing for third parties, the presentation of products specifically
manufactured for SCHOTT – including those made on the basis of SCHOTT designs or
manufacturing specifications, any publication relating to the goods and services for which the
order was given, and a reference to an order issued by SCHOTT to a third parties is subject
to the prior express written consent of SCHOTT.
c) The duty of confidentiality also applies after the contracted job is completed. It will
expire, if and to the extent that the information or know-how contained in the transferred
images, sketches, calculations and other documents enters the public domain.
18. Severability
If any provisions of these terms and conditions are or become invalid or unenforceable,
either in whole or in part, then the validity of the remaining provisions and clauses will not be
affected thereby. In such an event, the Parties are obligated to replace any invalid or
unenforceable provisions with other provisions, which match or most closely reflect the
commercial intent and purpose of the contract as a whole, and the replacement shall take
effect as of the date of the invalidity of unenforceability.
19. Place of performance, judicial forum, governing law
a) Place of performance is the place indicated in the delivery address.
b) If the Supplier is a merchant, then at SCHOTT's option the judicial forum will be the
competent court in Frankfurt am Main. In addition, SCHOTT is also entitled to institute legal
action in the judicial forum of the Supplier.
c) The substantive law of the Federal Republic of Germany shall govern this contractual
relationship, except for the reference rules under its provisions relating to private
international law. The provisions of the UN-Convention on Contracts for the International
Sale of Goods (CISG) are excluded.
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Contact
SCHOTT AG
Hattenbergstrasse 10 55122 Mainz Germany
 | +49 (0)6131/66-0 |
 | +49 (0)6131/66-2000 |
E-mail
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