General Conditions of Purchase

General Conditions of Purchase of the
Company KPO Schrauben und Normteile GmbH

General – Applicability

• Our Conditions of Purchase shall apply exclusively; we do not recognise any conditions of the supplier contrary to or deviating from our Conditions of Purchase, unless we have expressly approved their applicability in writing. Our Conditions of Purchase shall also apply if we accept the supplier’s delivery without reservation, although we know of the supplier’s conditions being contrary to or deviating from our Conditions of Purchase. We shall be entitled to withdraw from the contract, should the supplier disagree with our Conditions of Purchase.
• All and any agreements made between us and the supplier for the purpose of executing this contract shall be included and written down in herein.
• Our Conditions of Purchase shall apply only in relation to enterprises within the meaning of Section 14 (1) BGB [German Civil Code].
• Unless not expressly agreed otherwise, the contractual language shall be German.

Orders – Order Documents

• The supplier is obliged to accept our order within the term of one week. Orders are made principally in writing. Orders placed by phone or verbally shall become valid only upon our written confirmation.
• We reserve the copyrights and the proprietary rights in any illustrations, drawings, specifications and other records; they must not be made available to third parties without our express written approval. They are to be used exclusively for the works based on our order; and they must be returned to us unasked after completion of the order. Their contents shall be kept confidential in relation to third parties. In this respect, the regulation in accordance to Section 9 herein shall apply additionally.

Prices – Terms of Payment




• The price specified within the order is binding and is, by principle, shown in the "EURO" currency. We do not accept contractual relationships on the basis of alternative currencies. Unless agreed otherwise in writing, the price shall include delivery “free to the door, including packaging“. The return of packaging material shall be subject to a separate written agreement. Should the supplier use disposable pallets contrary to the agreement, then we will dispose of them at the cost of the supplier.
• The legal VAT is not included in the price. Costs, taxes, custom fees and other charges – with the exception of VAT – which become effective after the placing of the order, shall be borne by the supplier.The legal VAT is not included in the price. Costs, taxes, custom fees and other charges – with the exception of VAT – which become effective after the placing of the order, shall be borne by the supplier.
• We can process only invoices, which include the order numbers – according to the specifications given in our order; any consequences incurring because of a failure to fulfil this obligation shall be the responsibility of the supplier, unless the supplier can prove that he is not accountable. Invoices shall be sent immediately after dispatch of the goods separately, which means, they shall not be added to the delivered goods. The invoices shall have the packing lists enclosed, as well as any information and records agreed on, such as, in particular, first samples, test reports, tool lists, etc.
• Even in case of the payment due by date, we shall be considered to be in default with payment only if we have received a written reminder after the payment has become due.
• Unless otherwise agreed in writing, we will pay the purchase price within 14 days from the date of delivery and receipt of the invoice, less 3% discount if paid within 14 days, or net within 30 days from receipt of invoice.
• The rights of setoff and retention shall apply for us to the extent as specified by law.

Delivery Term

• The delivery date specified in the order shall be binding. Decisive for meeting the delivery term is the receipt of the goods on our site.
• The supplier is obliged to notify us immediately in writing, if there are any circumstances, or such circumstances become apparent, which indicate that the required delivery term cannot be met. The supplier is aware that delays in delivery can result in loss of production for our customers. Further, the supplier is aware that we deliver to our customers most often “Just in Time“. Therefore, delays of deliveries can result in significant claims for contractual penalties and damages to be enforced by our customers.
• If the supplier fails to meet the agreed date of delivery, he shall be deemed in default of delivery without written reminder. In a case of default of delivery, we shall be entitled to enforce the legal claims. In particular, we shall be entitled, after fruitless expiry of a reasonable period of time, to claim damages and withdrawal from the contract. If we claim damages, the supplier shall be entitled to provide proof that he is not to be held accountable for the breach of obligation.
• We can reject deliveries that arrive before the agreed date of delivery, at the cost of the supplier. If we do not reject them, then the goods will be stored on our premises at the cost and risk of the supplier until the agreed date of delivery. In case of early delivery, we shall be entitled to pay for the goods on the basis of the agreed date of delivery and under consideration of the agreed due date.
• We will accept partial deliveries upon express agreement only. We must be notified of the remaining missing items at the time of the partial delivery.
• If the supplier is in default with a delivery we shall be entitled to charge a contractual penalty in the amount of 0.3% of the value of the supplies for every calendar day of delay, however, not more than 10% of the gross value of the supplies. We shall be entitled to enforce such a contractual penalty also in addition to its fulfilment. For this purpose, it shall be sufficient, if we enforce the reservation of the contractual penalty within 14 days upon receipt of the delayed delivery, or even later, by deducting the respective amount from the supplier’s invoice. We shall be entitled to claim compensation for damages resulting from the default, in excess of the forfeited contractual penalty.
• The risk shall pass to us not until the goods have been delivered to and unloaded at our premises or at the agreed place of delivery or dispatch.
• We shall be entitled to refuse the acceptance of the goods in cases of Force Majeure, strike and lockout, breakdown of operation, civil commotions and regulatory actions, provided we are not accountable for these impediments.

Quality Assurance – Execution of Orders

• The supplier shall be obliged to apply state-of-the-art quality assurance measures and to provide us with proof on request. We reserve the right to specify the kind and extent of quality assurance in detail by concluding a corresponding quality assurance agreement. We expect that our suppliers apply a quality management system in accordance to the requirements of ISO 9001 et seq., QS 9000, or ISO TS 16949.
• The supplier shall be obliged to make us aware of possible deficiencies already when we submit our offer, in particular in consideration of the state of the art in science and technology as well as with respect to environmental regulations or the technical practicability and feasibility.
• We shall be able to request changes of the ordered item even after conclusion of the contract, unless it cannot be reasonably expected from the supplier. In case of such a change of contract, the consequences for both parties, particularly with respect to higher or lower costs as well as to the date of delivery, shall be taken into consideration accordingly.
• Deviations in relation to the order and changes shall be accepted only, if the supplier points them out expressly and we confirm them in writing.

Examinations of Defects – Liability for Defects

• We shall be obliged to perform spot checks of the goods upon receipt within a reasonable period of time, in order to detect possible deviations in quality and quantity. The notice of defects shall be considered as submitted in time, if it arrives at the supplier’s within a period of 10 workdays from the receipt of goods or, in the case of hidden defects, within 10 days from their discovery. All defects, which we cannot recognise in the course of spot checks, shall be considered as hidden defects.
• We shall be entitled to the legal claims for defects without any curtailments; in any case, we shall be entitled to require from the supplier, at our discretion, either the removal of the defect or the delivery of a new item. If there are concrete indications for defective deliveries, we shall be entitled to examine the goods as for their functionality, or to have them examined with an independent testing agency, at the cost of the supplier. The right to compensation for damages, in particular the right to compensation instead of rendering the service, shall be expressly reserved.
• We shall be entitled to remove defects ourselves at the cost of the supplier, if there is any imminent danger or particular urgency.
• The statute of limitation shall be 36 months from the transfer of risk.

Product Liability – Indemnity – Third-Party Liability Insurance Cover




• As far as the supplier is responsible for a product defect, the supplier shall be obliged to indemnify us with respect to any damage claims of third parties on our first request, inasmuch as the cause is found in the supplier’s domain and organisational area and the supplier is liable in relation to third parties.
• Within the frame of its liability for cases of damage within the meaning of Section 7.1, the supplier shall be also obliged to refund possible expenditures in accordance to Sections 683, 670 or to Sections 830, 840, 426 BGB [German Civil Code], which may incur in connection with a recall that we initiate. We shall notify the supplier about the contents and the extent of the recall measures to be made – as far as it is possible and reasonable, and give the supplier the opportunity to make comments on that. Other legal claims shall not be affected.
• The supplier is obliged to maintain third-party product liability insurance with a coverage amount of 10 million Euros for personal injury / material damage – as a lump sum; should we be entitled to further compensation for damages, then these shall remain unaffected. The supplier is obliged to provide us, on request, with proof about the extent and the existence of the insurance in a suitable manner.

Trademark Rights

• The supplier is responsible for making sure that no copyrights or commercial trademark rights of third parties are violated in connection with the delivery.
• Should a third party sue us for the violation of copyrights or trademark rights, then the supplier shall be obliged to indemnify us from such claims on our first request; we shall not be entitled to enter into any agreement with such third parties without the approval of the supplier, in particular, we shall not be entitled to make a compromise.
• The supplier’s obligation to indemnify us shall also refer to necessary expenditures which we incur as a result from or in connection with the claims of such a third party.
• The statute of limitation shall be 10 years from the conclusion of the contract.

Secrecy

• The supplier shall be obliged to keep all illustrations, drawings, calculations and other records and information received strictly confidential. These may be made available to third parties only with our express consent.
• The obligation to secrecy shall continue to be effective also after the end of this contract; it shall lapse, when and in as far as the production know-how conveyed in the illustrations, drawings, calculations and other records becomes available to the public

Materials, Tools

• Tools, gauges or appliances provided to the supplier shall remain our property. The supplier shall mark them clearly as KPO property. Tools, gauges or appliances shall be marked as KPO property even if they have been made by the supplier or on the supplier’s behalf for the production of KPO products.

Provision

• As far as we provide any parts to the supplier, we reserve the proprietary right in such parts. The processing or transformation is made by the supplier for us. If our reserved goods are combined with other subjects which are not our property, then we shall acquire the co-ownership in the new thing in the relation of the value of our part (purchase price plus VAT) to the other processed items at the time of processing.
• If a thing provided by us is indivisibly intermixed with other things which do not belong to us, then we shall acquire the co-ownership in the new thing in the relation of the value of our reserved part (purchase price plus VAT) to the other intermixed items at the time of their mixing. If such mixing is done in such a manner that the supplier’s thing is to be considered as the main thing, then it shall be deemed agreed that the supplier shall transfer to us the according pro-rata ownership. The supplier shall hold the sole or co-ownership for us in safe custody.
• As far as the securing rights that we are entitled to in accordance to Section 10.1 and/or 10.2 exceed the purchase price of all of our, yet unpaid for, reserved goods by more than 10 %, we shall be obliged to release the securing rights at our discretion on request of the supplier.

Reservation of Title – Assignment

• We acknowledge the supplier’s simple reservation of title. Prolonged or extended reservations of title shall not be valid.
• The assignment of claims from the relationship with the supplier shall be subject to our express written approval.

Partial Voidness

• Should individual clauses of these provisions be or become invalid in part or in whole, then the general validity of the remaining provisions shall not be affected. The parties shall be obliged to replace the invalid clause with a valid one which matches its economic purpose as closely as possible.

Place of Jurisdiction – Place of Fulfilment – Applicable Law

• As far as the supplier is a merchant, the place of jurisdiction shall be at our place of business; however, we shall be also entitled to sue the supplier also at the court of the supplier’s residence.
• Unless otherwise specified in the order, the place of fulfilment shall be our place of business.
• The applicable law shall be exclusively the law of the Federal Republic of Germany.