General purchasing conditions for services

1. General provisions

1.1. These General Purchasing Conditions for Services (hereinafter referred to as “Conditions”) govern the contractual relationship between Schmidt & Schmidt (hereinafter referred to as the “Client”) and the service providers (hereinafter referred to as the “Contractor”).

1.2. These Conditions apply exclusively. Any differing or contrary terms and conditions of the Contractor shall not apply unless the Client has expressly agreed to them in writing.

1.3. The Contractor acknowledges that the Client operates multiple locations and that contractual provisions may apply to all of these sites.

2. Subject of the contract

2.1. The subject of the Contract is the provision of services commissioned by the Client. The individual contract in each specific case specifies the nature and scope of the service.

2.2. The Contractor shall perform the service itself and is obligated to do so with the requisite care, in accordance with recognized industry standards, and in compliance with all applicable statutory provisions.

2.3. The Contractor shall deploy qualified personnel for the performance of its services. If the personnel employed do not meet the requirements, the Client shall be entitled to demand their replacement.

3. Order confirmation

3.1. The Contractor is obliged to send an order confirmation within three (3) working days of receiving the order, unless otherwise agreed.

3.2. If no order confirmation is received within this period, the order shall be deemed accepted.

3.3. The order confirmation must at least include:

Price,
Quantity,
Planned delivery date.

3.4. The Contractor shall notify the Client in a timely manner of company holidays as well as additional days off following public holidays.

4. Remuneration and payment terms

4.1. Unless otherwise agreed in writing, remuneration shall be in accordance with the contractually agreed terms.

4.2. Invoicing shall take place after full and contractual performance of the service. Partial invoices may be issued after prior consultation with the Client.

4.3. Payment shall be made within 30 days of receipt of the invoice, without any discount.

4.4. The Client is entitled to withhold or offset payments if there are counterclaims.

5. Performance of the contract by third parties

5.1. The Contractor may only engage third parties (e.g. subcontractors) to fulfill its contractual obligations with the prior written consent of the Client.

5.2. If the Contractor engages subcontractors, it shall remain fully liable for their performance. The Contractor’s obligations to the Client remain unaffected.

5.3. The Contractor shall ensure that all subcontractors comply with the provisions of this Contract as well as with the Client’s Supplier Code of Conduct.

6. Client’s cooperation

6.1. The Client shall provide the Contractor with all necessary information, documents, and access required for the contractual provision of services.

6.2. The Contractor shall inform the Client without delay of any obstacles or delays in providing its services.

6.3. If the Client’s cooperation is required and not provided in a timely manner, any agreed deadlines shall be extended accordingly.

7. Rights of use to work results

7.1. If the Contractor’s services result in work products (e.g. documents, analyses, reports, software, concepts), the Contractor grants the Client the exclusive, unlimited right of use, in time and place.

7.2. If proprietary rights (e.g. copyrights, patents) arise in the course of service provision, the Contractor grants the Client an irrevocable and transferable right of use.

7.3. The Contractor waives the assertion of its own rights to the delivered work results insofar as this is necessary for the unrestricted use by the Client.

8. Confidentiality and data protection

8.1. The Contractor is obliged to treat as strictly confidential all business and technical information of the Client that becomes known to it in the course of the contractual relationship.

8.2. The obligation of confidentiality shall remain in force even after the contractual relationship ends.

8.3. The Contractor is obliged to comply with all relevant data protection regulations as well as the Client’s internal policy on information security and the protection of personal data.

8.4. Personal data shall be processed exclusively in the context of the contractually agreed purposes and shall include only those data necessary for the proper performance of this Contract.

8.5. The data shall be protected against unauthorized access and processed in a manner that ensures their integrity and confidentiality. The Contractor shall take appropriate technical and organizational measures to ensure the protection of personal data and to prevent any unauthorized or unlawful processing, as well as accidental loss, destruction, or damage of the data.

8.6. If the Contractor breaches any of these obligations, it must inform the Client without delay and take all necessary steps to remedy the breach and minimize any potential damage.

9. Invoicing

9.1. The invoice must be submitted immediately after delivery and sent separately (not included in the packaging).

9.2. Invoices must contain the following information:

The Client’s invoice address,
Purchase order number,
Exact order quantity,
Material number and precise description,
Packaging logo mark, weight, and type of packaging.

9.3. The Contractor undertakes to comply with the requirements of the Invoice Submission Checklist: Schmidt & Schmidt Invoice Submission Checklist

10. Compliance with supplier code of conduct

10.1. The Contractor undertakes to comply with the Client’s Supplier Code of Conduct, which can be accessed at the following link: Schmidt & Schmidt Supplier Code of Conduct

10.2. The Contractor confirms that it is familiar with the ethical, social, and environmental requirements of the Supplier Code of Conduct and will adhere to them in the course of its work for the Client.

10.3. Breaches of the Supplier Code of Conduct entitle the Client to terminate the contractual relationship without notice.

11. Warranty and liability

11.1. The Contractor shall be liable for any defects in the delivered service in accordance with statutory provisions.

11.2. The Contractor shall ensure that the service provided is free from any third-party rights and shall indemnify the Client against all third-party claims.

11.3. Complaints shall be deemed timely if submitted in writing within 30 days after receipt of the goods or after discovery of a hidden defect.

11.5. Payment of an invoice does not imply acceptance of the goods or service as being free of defects.

12. Delivery

12.1. The agreed quantities and delivery times are binding and must be strictly observed.

12.2. Any deviation must be reported immediately upon recognition.

12.3. Multiple or partial deliveries are only permissible with the prior consent of the Client.

12.4. In the event of a delivery delay, the Contractor shall immediately inform the Client and coordinate the further course of action.

13. Contract term and termination

13.1. Unless otherwise agreed, the contract may be terminated in writing with two weeks’ notice.

13.2. The right to terminate the contract for cause without notice remains unaffected.

14. Place of jurisdiction and governing law

14.1. The place of jurisdiction for all disputes arising from this contract shall be the registered office of the Client.

14.2. The laws of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

14.3. Should any individual provisions of these Conditions be invalid, the validity of the remaining provisions shall not be affected.

14.4. The contractual language is English. In the event of discrepancies between different language versions, the English version shall prevail.