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General Terms and conditions of business and delivery
A Area of application
I.
II.
III.
IV.
V.
The following conditions exceptionally apply to business companies, legal persons of public international
law as well as special property under public law.
The conditions apply for purchase and contracts for work and labour in equal measure.
The conditions apply for all present and prospective business relations.
The supplier contracts and contracts for delivery of Schmidt & Heinzmann GmbH & Co. KG will be
exceptionally concluded on the basis of the following conditions. Contrary conditions of the contract
partners which contradict to these conditions or which waive dispositive enacted law will not be part of
the contract.
The supplier contracts apply for Schmidt & Heinzmann GmbH & Co. KG in its function as buyer, and the
delivery conditions apply for Schmidt & Heinzmann GmbH & Co. KG in its function as supplier.
B Supplier conditions
I. General Terms
II. Orders
Vendors and contractors will be referred to as supplier in the following. Buyers and contractors will be
referred to as buyer in the following.
1. Only the subject matter of the written order of the buyer applies here. Changes and additions require
the written form.
2. The orders of the buyer have to be confirmed in written form within 14 days. After expiration of this
time limit the buyer is not bound to his order anymore.
3. The supplier guarantees by order confirmation that the ordered goods show the quality as demanded by
the buyer.
III. Date of delivery / Date of completion
The dates of delivery / dates of completion according to the order are binding. Should the supplier fail
to deliver on the agreed-to date and did the buyer fail to meet the set delivery date / date of
completion and did the buyer ineffectively set an appropriate deadline for delivery / completion, the
buyer is obliged to withdraw from the contract completely or partially and/or to demand compensation
instead of performance.
In case of a threatening delivery delay / delay in completion the supplier has to inform the buyer on this
subject immediately.
Schmidt & Heinzmann GmbH & Co. KG | Vichystraße 12 | 76646 Bruchsal | Telefon: +49 (0) 72 51 / 38 58-0

IV. Delivery
1. Delivery and dispatch take place at supplier’s risk free domicile to the business address of the buyer or
to the place of delivery as mentioned by the buyer. The supplier bears all costs for packaging, freight
and insurance.
2. As far as a delivery ex works is agreed on in individual cases the supplier has to arrange on behalf of
the buyer for the most inexpensive shipment and for the correct declaration (to the value of goods). In
this case the supplier is also liable for all damages in transit.
V. Acceptance test
1. Should the contract require an acceptance test or is an acceptance test required by law in the case of a
contract for work and labour a formal acceptance is carried out after the total completion.
The acceptance protocol is drawn up which is to be signed by both contract parties. The supplier is
obliged to notify the completion of the performances as contracted in written form. The acceptance test
is carried out within 12 workdays.
2. The supplier is liable for all risks until the final acceptance of the factory.
VI. Warranty claim
1. The supplier guarantees that the delivered goods or the completed factory respectively complies with its
usage according to the applicable legal requirements as well as the latest state-of-the-art and that it
does not impinge on the rights of third parties.
2. Should claims of third parties be asserted against the buyer due to an infringement of an industrial
property, the supplier indemnifies the buyer from these claims .
3. The buyer advises the supplier within fourteen days after receipt of goods or the factory of
shortcomings of the delivered goods and of the factory respectively as far as they can be asserted
during the investigation in line with the correct course of business– in case of a purchase of contract or
contract for works and. Shortcomings which were not noticeable at such an investigation have to be
reported by the buyer within a time limit of ten days after the circumstances have come to his
attention. To meet the dead line a timely mailing of the letter of complaint to the supplier shall suffice.
4. The supplier is liable for all damages which arise by a breach of contract (for the buyer).
5. The liability for warranty claims is at least 24 months on delivery of the goods to the end customer
(contractor) but maximum five years on handing over of the goods to the buyer by the supplier; § 479
paragraph 2 to 3 BGB will be applicable. In case of an acceptance of a factory by the end customer, the
limitation of claim ends with the handing over to and the acceptance by the buyer respectively. The
limitation of claim in this case is 24 months. The limitation of claim is five years on acceptance for a
building and a factory including supply of planning and monitoring performances as well as building
materials as far as they are built in.
VII. Product liability
1. The supplier will indemnify the buyer from all claims of third parties for compensation for damages
which are based on product damages which have its origin in his domain and organization area.
Furthermore the supplier will refund to the buyer the costs for all call-back actions which were
commenced by the buyer.
2. The supplier is obliged to maintain an all in product casualty insurance with a limit of indemnity of at
least 1.000.000, - € per injury to persons /material damage. Further claims for damages will remain
unaffected.
Schmidt & Heinzmann GmbH & Co. KG | Vichystraße 12 | 76646 Bruchsal | Telefon: +49 (0) 72 51 / 38 58-0

VIII. Invoice and payment
1. Invoices shall be sent in duplicate and separated by mail to the business address of the buyer. The
invoice shall be send to the buyer immediately after delivery / acceptance. Invoice and delivery note
have to contain all purchase and order data. The delivery note should contain all purchase and order
data.
2. Payment shall be effected within 10 days after receipt of invoice with 3 % discount or within thirty days
net. The payment does neither involve an acknowledgement of correct completion nor a waiver of the
liability of the supplier due to shortcomings. The payment is basically all-inclusive. The assertion of
advance and part payments is not acceptable .
3. Place of fulfilment for the payment is Bruchsal.
IX. Reservation of proprietary rights and assignation
1. An extended proprietary right will only become part of the contract under explicit written agreement of
the buyer.
2. The assignation of demands against the buyer is only effective with the written agreement of the buyer.
X. Confidentiality, supplied documents and objects
1. All documents or objects which the buyer handed over to the supplier for the bidding or for the
accomplishment of an order remain property of the buyer and may not be used for other purposes, nor
be duplicated nor be customised for third persons. After fulfilment of the order the documents and
objects are to be sent back to the buyer exempt from charges.
2. The supplier may only use the tools delivered by the buyer for the processing of the goods ordered by
the buyer. He commits himself to cover the tools to replacement value at his own expense and thus he
abandons all compensation claims to the buyer against the insurance provider.
3. The supplier commits himself to exclusively use the knowledge and experience he acquired by (on the
occasion of) executing the order of the buyer for the accomplishment of the buyer’s orders and not to
make it aware to third parties.
C Terms of delivery
I. General Terms
Vendors and contractors will be named as supplier in the following.
Buyer and ordering customer will be named as buyer in the following.
II. Conclusion of the contract, subject matter of contract
1. On receipt of the acceptance by the buyer / the order confirmation of the supplier the business
conditions are considered as accepted.
2. The quotations of supplier have a validity of maximum 14 days. Contracts only come about by order
confirmation of the supplier or by accomplishment of the order.
3. An electronic or postal acknowledgement of receipt or reading acknowledgement according to
communication systems do not display an acceptance or order confirmation.
Schmidt & Heinzmann GmbH & Co. KG | Vichystraße 12 | 76646 Bruchsal | Telefon: +49 (0) 72 51 / 38 58-0

4. Technical and creative discrepancies from descriptions and information in prospects, quotations and
written documents as well as changes in performance, construction and material in the course of
technical progress shall be reserved without any undertaking of the buyer to derive any rights out of it.
Information about the goods / factories (technical data, measures, indication of weight and
measurements, drawings etc.) of the supplier is only approximate and roughly; they are binding unless
they are specifically labelled as binding.
5. For the scope of the delivery the written order confirmation of the supplier is decisive, in case of a
quotation by the supplier with a temporally binding and an on the due date acceptance of the quotation.
Additional agreements require the written form.
6. The DIN-instructions of the Verband Deutscher Elektrotechniker (VDE) e.V. apply for the delivered
electronics.
III. Prices and Terms of Payment
1. The prices are regarded failing special agreement ex works including loading ex works but excluding
packaging, packaging costs, assembly costs on site, taxes especially value added tax and import dues.
2. Shall the applicable prices of the sub-suppliers of the supplier or other costs for the products of the
supplier increase- between the conclusion of the contract and the delivery- so the supplier is entitled to
increase the appointed prices.
3. Failing special written agreements the following advance payment without deduction – will become
payable:
• 30% on conclusion of the contract;
• 60% before delivery or assembly;
• 10% after delivery or inspection;
4. Summation and right of retention of the buyer are excluded unless the counter claim is undisputed or
legal.
5. The payment has to be effected free pay office to the supplier.
6. In case of payment delay the total unpaid balance is due.
IV. Delivery and assembly
1. Agreements on a binding delivery or assembly time (delivery time) have to be effected in written form.
The timely notice performance of the supplier implies that all commercial and technical questions
between the buyer and the supplier are clarified and the buyer has fulfilled all commitments incumbent
on him as e.g. adduction of necessary official approvals or advance payment.
2. Should the contract or in case of a factory contract by law stipulate an inspection test, a deed
inspection test is carried out after the complete completion. An inspection protocol is drawn up which is
to be signed by both contract partners. The inspection is carried out within 12 workdays.
3. It is complied with the delivery time when the goods / the factory left the factory until the expiry of this
time period or when the supplier announces readiness for dispatch. As far as an inspection is to be
carried out the date of inspection is decisive; this does not apply with legitimate denial of acceptance.
4. Should the supplier fail to deliver in time he shall inform the buyer immediately.
Schmidt & Heinzmann GmbH & Co. KG | Vichystraße 12 | 76646 Bruchsal | Telefon: +49 (0) 72 51 / 38 58-0

5. The time of performance extends accordingly if the supplier is not responsible for this delay as for e.g.
lack of energy, import difficulties, operating trouble, traffic hold-up, force majeure, strike and lockout as
far as they are permitted by employment law or delays by the sub-suppliers.
Shall the supplier fail to deliver after an appropriate extension of the term; the supplier as well as the
buyer are entitled to cancel the contract.
Claims for damages of the buyer are excluded. Cipher 5 is also valid if the circumstances mentioned
above have occurred during the period of delay.
6.
Shall the dispatch be delayed against the contract arrangements and upon the wish of the buyer, the
buyer will be charged for the storage costs- from a month after giving notice of readiness of dispatch;
at a storage at the factory of the supplier an one-time payment of 5 percent of the total order value.
This applies accordingly in case of a default of acceptance with the beginning of the delay. The supplier
is entitled to cancel the contract after setting and unsuccessful expiration of a time limit. Claims due to
a delay caused by the buyer remain unaffected.
V. Passing of risk and insurance
1. The risk passes to the buyer as soon as the goods left the factory or distributing warehouse of the
supplier. This also applies if the supplier takes over further performances especially forwarding charges
or delivery. As far as an acceptance is to be carried out the risk passes with the acceptance.
2. Should the dispatch or the acceptance be delayed or are not to happen due to circumstances which
cannot be represented neither by the supplier nor by the buyer the risk passes to the buyer as soon as
the supplier has given him notice for dispatch or readiness for acceptance.
3. The supplier commits himself to insure the goods or the factory upon an explicitly written request of the
buyer and to the costs of the buyer.
4. Delivered or completely manufactured goods or factories, even if they have minor defects, are to be
accepted by the buyer regardless of the rights of paragraph VII.
5. This paragraph is also valid for partial deliveries.
VI. Reservation of proprietary rights
1. The goods delivered by the supplier remain his property until the complete settlement of all demands
from the current business is effected (reserved goods.)
2. The supplier is authorized to insure the reserved goods against theft, breaking, fire, water and other
damages at the expenses of the buyer unless the buyer proves that he effected an according insurance
himself. Herewith the buyer already subrogates all rights against the insurance to the supplier.
3. In case the buyer behaves contrary to contract especially if he falls behind with a due part payment or
with a considerable part more than a ten days delay and a deadline for payment set by the supplier has
exceeded unsuccessfully, the supplier may demand the release of the reserved goods unless he
explained the cancellation of the contract in written form before. The same does apply if the property
of the buyer is filed for insolvency and it is not taken back within ten days. Shall the buyer not
comply with the demands for release or shall there be the risk of loss or extinction of the reserved
goods the supplier is entitled to take the reserved goods in possession. For this the supplier is allowed
to enter the premises of the reserved goods. The buyer bears the costs for return shipping. The supplier
may make freehanded and best use of the taken back reserved goods. As far as the revenue exceeds
the assured demands of the supplier the buyer is entitled to it.
Schmidt & Heinzmann GmbH & Co. KG | Vichystraße 12 | 76646 Bruchsal | Telefon: +49 (0) 72 51 / 38 58-0

4. The buyer is neither entitled to pass over the property or the assets of the reserved goods to third
parties nor to bond them.
5. The buyer has to inform the supplier immediately if, in case of a compulsory enforcement, the reserved
goods are to be impounded or confiscated or otherwise enacted by a third party.
6. Shall the reserved goods be handled with other goods not belonging to the supplier or assembled to
those goods so that it becomes an essential part of it, the supplier buys co-ownership on the new object
in proportion to the value of the reserved goods to the other objects.
VII. Warranty
1. The supplier’s warranty extends to defect-free goods or factory according to the state of the art. The
warranty is excluded:
a) if the goods or the factory of the supplier have not been stored,
assembled, commissioned or used appropriately,
b) on abrasion,
c) on incorrect maintenance,
d) on use of inappropriate equipment,
e) at damages which occur due to repairs or other works which were
not explicitly approved of by the supplier .
2.
The buyer shall check the goods / factory directly after receipt. The supplier has to be notified in written
form of noticeable defects within one week after delivery of the goods / the factory or- if the defect
occurs later- within one week from the point of detection.
Otherwise the goods / the factory are held approved.
3.
In case of a defect, it is to be remedied through repair of deficiency or replacement by choice of the
supplier.
4.
The buyer has to immediately give the supplier the opportunity for supplementary performance;
otherwise the supplier is exempt from the warranty for resulting consequences. Only in urgent cases
e.g. for ensuring the operating safety or for defence of disproportional big damages the buyer may
remedy the defect himself or have it removed by a third party and may demand compensation for the
necessary expenses from the supplier. In any case the buyer has to give out the exchanged parts to the
supplier. A compensation for delay does not take place in such cases.
5.
Shall the supplementary performance fail the buyer is entitled to reduce the return service or –with not
irrelevant defects- to cancel the contract. This right for cancellation does no exist for construction work.
6.
With newly manufactured objects and work performance including the associated planning and
monitoring services the supplier is liable for one year ex delivery or acceptance. Hereof excluded are
constructions including the associated planning and monitoring services as well as construction
materials provided that they are built in. For these services the statutory limitation period is valid
unless the „Allgemeinen Vertragsbedingungen für die Ausführung von Bauleistungen DIN 1961 –
Ausgabe Dezember 2002 (VOB/B) “have not completely been included.
7.
At the sale of used goods the supplier’s warranty is basically excluded.
Subject to paragraphs VII, VIII und IX there are not further claims for defects of the buyer no matter
the legal ground.
Schmidt & Heinzmann GmbH & Co. KG | Vichystraße 12 | 76646 Bruchsal | Telefon: +49 (0) 72 51 / 38 58-0

VIII. Liability
All listed liability limitations mentioned in these conditions of delivery do not apply with:
1. deliberate act or gross negligence of the supplier or his assistant,
2. injury to persons,
3. damages that occurred due to lack of composition guaranteed by the supplier,
4. damages i.S.d. Product liability act,
5. damages due to breach of essential contractual obligation.
IX. Secondary obligations
Under exclusion of further claims, the regulations of the paragraphs VII and VIII apply accordingly shall by
fault of the supplier the delivered object cannot be used by the buyer according to contract due to defaulted or
inaccurate construction. This comprises pre- and post-contractual proposals and consulting service as well as
other contractual accessory obligations – especially instruction for operation and maintenance of the delivered
object.
D Choice of law, Jurisdiction and final prescriptions
I.
II.
III.
IV.
V.
Court of jurisdiction is the town in which the company Schmidt & Heinzmann GmbH & Co. KG has its
head office.
The company Firma Schmidt & Heinzmann GmbH & Co. KG is entitled to sue at the domicile of the
contract partner.
Shall several regulations of the contract, including the General Terms and conditions of business,
become completely or partly ineffective with the contract partner the efficiency of other regulations will
not be affected through this. If an article becomes ineffective by legislation and jurisdiction it shall be
replaced by a regulation whose economic success comes as close to the ineffective article as possible.
To all the contracts closed under these conditions solely German enacted law is used, UN- Uniform Law
on the International Sale of Goods is excluded . The VOB/B will not be executed.
Additional agreements and additions require the written form.
Schmidt & Heinzmann GmbH & Co. KG | Vichystraße 12 | 76646 Bruchsal | Telefon: +49 (0) 72 51 / 38 58-0