In the following, our contractual partners are hereinafter called “suppliers”, irrespective of their designation in the legal sense arising out of the respective contract.
For all orders placed by ourselves with businessmen, corporate bodies under public law or special fund under public law the following conditions of purchase solely shall apply for the duration of the business relationship. The conditions of purchase constitute a part of all contracts which are concluded by ourselves as “purchaser”, “orderer” or “customer”. Contrary or deviating conditions of the supplier shall not be recognised unless their validity is expressly agreed in writing. With the acceptance of the order but at the latest with the commencement of its execution the supplier acknowledges the exclusive validity of these conditions of purchase.
The supplier shall adhere precisely to our enquiry in terms of the type, quantity and configuration of the offers and in the case of deviations shall advise ourselves of this expressly in writing. The offers are to be made free of charge.
3. Placing of order, acceptance of order
(1) Insofar as we have reached no agreement by means of electronic data medium exchange then only orders placed in writing shall be valid. These can be conveyed per fax, eMail, electronic order form or in the form of a letter. All alterations to orders placed in addition to supplements to the agreement require to be made in writing for these to be effective. This shall apply also to the final agreement of the written form requirements itself. In the case that the supplier ascertains that the order is erroneous, incomplete and/or unclear then the supplier is to inform ourselves accordingly without delay after this ascertainment.
(2) Each accepted order is to be confirmed in writing within a maximum of 48 hours and is to specify the order number and date of the order letter. The entire correspondence relating to this order must likewise exhibit these identifying features.
(3) Our orders are revocable provided that the confirmation of your unaltered acceptance has not been received by ourselves. Deviations from the order are to be clearly identified in the order confirmation. In this case the contract shall only have been concluded with our written acceptance.
(4) The orderer shall be entitled to withdraw from single purchase contracts of standard products (not customer-specific products) within 2 weeks prior to the delivery date.
4. Delivery and delivery date and delayed delivery
(1) Incoming goods
Open Monday to Thursday from 7.00 am until 3.00 pm and Friday from 7.00 am until 12.00 noon. Outside of these hours only by prior agreement.
(2) The delivery dates or –schedules specified on the order are binding. For compliance with the delivery date or the delivery schedule the receipt of the goods at the place of receipt specified by ourselves shall be decisive. The supplier is obligated to notify ourselves without delay when any circumstances prevents them from complying with the agreed delivery schedule or when such circumstances are foreseeable. In this case the supplier must simultaneously notify ourselves of a new delivery date.
(3) Should the supplier be in default then we shall be entitled to all legal claims unreservedly. We shall moreover be entitled in the case of non-adherence to delivery dates even where the supplier is not at fault to withdraw wholly or in part from the contract after the expiry of an extension of time (provided no fixed date transaction is agreed). Should the supplier not or not in due time meet their obligations despite the deadline then we shall be entitled without further notification either to procure replacement of the goods or materials ourselves or through a third party at the expense of the supplier. The supplier is also to bear the additional costs resulting thereby as well as the losses resulting through the non-execution of the order.
In the case of an act of God such as natural disaster, civil disturbances, governmental measures etc. as well as in the case of transport disruption, strikes, lock-outs or other unforeseeable extraordinary circumstances beyond our control which fundamentally hinder or render impossible the fulfilment of our contractual obligations we shall be entitled to withdraw wholly or in part from the contract or demand that execution be performed to a later deadline without the supplier having entitlement to any claims against ourselves. Insofar as the execution of the order is unreasonable for the supplier in these cases then the supplier for their part shall be entitled to withdraw from the contract.
5. Despatch, packing and transfer of risk
Each delivery is to be accompanied by a packing slip or delivery note specifying the contents as well as the complete order number, the KSG article number and delivery note number.
The despatch and packing costs are to be borne by the supplier. The supplier is to ensure the return and recycling of the transport packaging.
Delivery is carriage paid to the place of receipt specified by ourselves unless agreements have been reached otherwise. The risk of accidental damage to or loss, destruction or deterioration of the goods is to be borne by the supplier up until the receipt of the goods by ourselves or our agents at the place at which the goods are to be delivered in accordance with the order. The supplier is also liable for the compliance with these despatch conditions through their sub-suppliers or agents. In the case of ex works pricing or ex supplier's sales depot the despatch is to be at the respectively lowest costs provided the orderer has specified no specific mode of transportation. Additional costs due to a non-complied with despatch instruction are to be borne by the supplier. In the case of carriage paid pricing the orderer can likewise determine the mode of transport. The supplier is to bear the additional costs e.g. for a necessary hastening of transportation to comply with a delivery date. Supplementary to the above stated stipulations the provisions in accordance with clause “DDP” (delivered duty paid) of the respective valid edition of the INOCTERMS apply.
6. Call-off orders
Unless otherwise agreed in writing we shall be entitled to determine the point in time of the call-off and the level of the respective batches to be called off in accordance with our operating conditions. The supplier hereby acquires neither a claim to damages nor the entitlement to invoice ourselves for deferred quantities.
The goods ordered must conform with the specifications of the consignee and approved by ourselves. The supplier may only undertake alterations after sample inspection and written clearance. Further amendments to the product quality are to be agreed separately.
The purchase order identification and the KSG article numbers are to be stated on the invoice for each individual item. In addition the invoice must contain all statutory information as well as the identical details to the delivery note and contractually agreed prices and the total price. Should this information be absent or should the invoice feature deviating details then we shall return the invoice to the supplier for clarification with postponement of the payment target date. Invoice copies are to be identified as duplicates and to be attached.
Provided nothing otherwise has been expressly agreed payments are made within 14 days with the deduction of 3 percent prompt payment discount or within 30 days with the deduction of 2 percent or within 60 days net payment. The payment deadline commences as soon as the delivery or performance has been provided in full and the invoice issued in due form has been received. Insofar as the supplier is to make available material tests, test reports, quality documents or other documentation the completeness of the delivery and performance also presupposes the receipt of this documentation.
Payments do not mean an acknowledgement of the delivery or performance as provided by the contract. We shall be entitled to set-off and retention rights within the scope of the law.
The assignation of claims existing against ourselves is excluded without our prior written consent which may not normally be declined.
10. Retention of title
We reject any retention of title provisions and –declarations of the supplier which exceed the simple retention of title.
The prices stipulated in the order are fixed prices. Unless nothing otherwise has been agreed the delivery shall be “carriage paid” including packing, freight and insurance. The statutory value added tax is to be shown separately.
12. Liability for defects, recourse, reimbursement of expenses
(1) The acceptance of the goods is conditional on examination for freedom from defects in particular for the quantity ordered, identification and outwardly recognisable transport damage. We shall be entitled to examine the subject matter of the contract insofar and as soon as this is practicable in the proper course of business. Detected defects as well as hidden defects which first emerge during the processing or commissioning of the delivered goods shall be reproved by ourselves without delay after their discovery. In this respect the supplier relinquishes the expense of the belated reproval of defects. Payment does not mean an acknowledgement of freedom from defects.
(2) We shall be entitled to the statutory claims for defects without reservation. We shall in any case be entitled to demand from the supplier a rectification of the defects or the supply of new articles at our discretion. The supplier shall be entitled to decline the manner of subsequent fulfilment selected by ourselves subject to the preconditions of