Purchase Conditions for Schur Technology a/s
(hereafter mentioned as “Schur”)
1.0 Basis of agreement
1.1 The below general purchase conditions apply to all supplies unless otherwise agreed in writing.
1.2 In case of any discrepancy between the parties’ individual conditions, these purchase conditions apply.
2.0 The supply
2.1 The supply from the Supplier must be in compliance with the order placed by Schur.
2.2 Necessary technical documentation and directions concerning use of the product must be provided with the supply.
2.3 The Supplier guarantees that the supply does not infringe on any third-party rights unless the supply has been specified by Schur.
3.0 Models, tools and equipment
3.1 Models, special tools and equipment made available by Schur will remain Schur’s property.
3.2 The Supplier must hold models, tools and equipment in the entire term of the cooperation with Schur.
3.3 If models, tools and equipment that are Schur's property are destroyed or lost while in the Supplier’s care, the Supplier must replace the relevant models, tools and equipment.
4.0 Drawings and descriptions
4.1 Ownership of drawings and technical documents concerning the products or their production remains with the party that provided the drawing or document. Ownership does not automatically pass to the other party if the party makes minor or major changes to the drawings or to the technical documents.
4.2 If one of the parties would like to change a technical specification for the products, the proposal must be presented in writing to the other party who must reply in writing within five business days.
5.0 Price and payment
5.1 If Schur and the Supplier have agreed on a price catalogue for the products, the price catalogue will be part of a cooperation agreement between Schur and the Supplier. Unless otherwise stated, turnover taxes, excise duties, VAT and similar taxes and duties are not included in the prices.
6.1 Within normal working hours, Schur is entitled to inspect the Supplier's facilities and to inspect and test the products in relation to materials and workmanship. The Supplier is entitled to three business days’ notice of the inspection by Schur. Inspections and tests may not disturb the execution of work to an unnecessary extent.
7.0 Outgoing goods inspection and transport
7.1 The Supplier must perform an outgoing goods inspection of the products before dispatching to Schur.
7.2 Schur performs no incoming goods inspection of the products and is only obliged to inspect the products for any visible damage on arrival of the products.
7.3 The Supplier must send the products DAP, Incoterms 2020.
8.0 Late delivery
8.1 If the products are not delivered at the time of delivery agreed, Schur is entitled to compensation as of the date on which delivery should have taken place.
8.2 The compensation is 0.5% of the purchase price of the products for each full week for which there is late delivery. The compensation may be no more than 7.5% of the purchase price of the products.
8.3 If late delivery entitles Schur to the maximum compensation as stated in clause 8.2 and the products have still not been delivered, Schur is entitled to terminate cooperation by written notice to the Supplier.
8.4 If Schur terminates cooperation, Schur is entitled to compensation for the loss which Schur suffered due to the Supplier’s late delivery.
8.5 Schur is entitled to regularly receive key figures with delivery statistics from the Supplier, prepared based on confirmed dates of delivery as compared to real dates of delivery. If the first and the last confirmed dates of delivery are both less than 95%, Schur may terminate cooperation as stated in clause 8.4.
9.0 Liability for defects and design
9.1 The Supplier must remedy defects or non-conformity (”defect” or ”defects”) caused by defective materials or faulty execution. To the extent that the Supplier is liable for the design, the same obligation applies to defects caused by faulty design.
9.2 The Supplier’s liability is limited to defects that become apparent within a two-year period from delivery.
9.3 When a defect in a product or part thereof has been remedied, the Supplier is liable for defects in the repaired or replaced part or the replaced product according to the same terms and conditions as the ones applying to the original product for a period of one year.
9.4 Schur must give written notice to the Supplier about defects without undue delay. The notice must contain a description of the defect.
9.5 On receipt of the notice according to clause 9.4, the Supplier must remedy the defects without undue delay and at its own expense.
9.6 Unless otherwise agreed, necessary transport of the product and/or parts thereof to and from the Supplier in connection with the remedy of defects for which the Supplier is liable is at the Supplier’s expense and risk.
9.7 If the Supplier does not fulfil its obligation according to clause 9.5 without undue delay, Schur is entitled to set a deadline for fulfilment of the Supplier’s obligation by written notice. If the Supplier does not fulfil its obligation within that deadline, Schur is entitled to do or to hire a third party to do the necessary remedial work at the Supplier’s expense and risk.
9.8 If the defect has not been remedied as described in clause 9.7, Schur is 1) entitled to a reduction in the purchase price in proportion to the reduced value of the products, or 2) if the defect is so material that it deprives Schur of its proceeds from the order to a significant degree, Schur is entitled to terminate cooperation by written notice to the Supplier. Schur is then entitled to compensation for the loss it has suffered.
9.9 The Supplier's liability does not comprise normal wear and tear and deterioration.
9.10 Notwithstanding the above in clauses 9.1 to 9.9, Schur is entitled to remedy minor defects in the products itself. Minor defects may be incorrectly placed or missing installation holes or faults in the products which Schur can easily remedy itself without having to wait on the Supplier. If Schur itself remedies minor defects in the products, Schur is entitled to invoice the Supplier DKK 600.00 an hour (the amount is indexed annually as at 1 January by the increase in percentage of the net price index from the month of October two years before until the month of October the following year). To the extent possible, Schur and the Supplier must have a prior dialogue concerning Schur's remedy of these minor defects in the products.
10.0 Returned products
10.1 Not later than six months after delivery has taken place, Schur is entitled to return merchantable standard products without any deduction in the purchase price.
11.0 Confidentiality and intellectual property rights
11.1 The Supplier must keep all technical, commercial and other information that concerns Schur and the current order confidential.
11.2 If the products delivered by the Supplier infringe on any third-party intellectual property rights, the Supplier must, at its own expense, 1) ensure Schur’s and its customers’ right to continue using the infringing products, 2) amend the infringing products so that they no longer cause infringement or 3) replace the infringing products with non-infringing products.
12.1 Ownership of the products passes to Schur once delivery has taken place. The Supplier may not make valid reservations in the products delivered.
13.0 Applicable law / venue
13.1 Disputes between Schur and the Supplier are settled according to Danish law and before the ordinary courts and according to the rules of the Danish Administration of Justice Act.