General Terms and Conditions of Purchase of W. Krömker GmbH
1.1 The following General Terms and Conditions of Purchase (Allgemeine Einkaufsbedingungen, ‘AEB’) apply exclusively to all purchases made by W. Krömker GmbH (‘Krömker’) from a supplier (‘Supplier’) and are an integral part of the inquiries, offers, orders and agreements made in connection with this purchase.
1.2 Unless otherwise agreed in writing, any other conditions shall not apply. Any deviations agreed by Krömker and the supplier from these General Terms and Conditions of Purchase shall have priority over these General Terms and Conditions. These General Terms and Conditions of Purchase (AEB) shall also apply if Krömker accepts deliveries or services in knowledge without explicit confirmation of deviating terms and conditions of the supplier.
2.1 The supplier shall be committed to this offer for a period of six months after the end of the offer.
2.2 Krömker must accept the supplier’s offer in writing. The supplier shall confirm the acceptance in writing within two working days. If the supplier does not agree to the acceptance within two weeks, Krömker is entitled to cancel the acceptance of the offer.
3. Delivery descriptions
3.1 Delivery orders are made based on Krömker product numbers and/or material names, which the supplier must use on all delivery documents and correspondence.
3.2 The supplier is obliged to promptly ask Krömker for clarification in case of unclear item numbers and/or material names.
4.1 Krömker is entitled to change specifications (e.g. drawings, packaging), dates and destinations from time to time without giving any notice. The supplier is obliged to implement the changes within a reasonable period of time.
4.2 Krömker shall be entitled to suspend or cancel deliveries and services in cases of force majeure (in particular, litigation measures).
4.3 Changes to the supplier's deliveries or services which could have an effect on the form, fit, functions or certification must be notified to Krömker at least four months before the desired start date and require the written consent of Krömker.
5.1 Deliveries shall be shipped DDP (delivery duty paid) (Incoterms 2010) to the location designated by Krömker, unless a different location has been provided. The contractually agreed prices are fixed prices and include all costs to be borne by the supplier for DDP.
5.2 The remuneration for services rendered includes all costs incurred in connection with the service (e.g. travel expenses, charges for food and drink).
6.1 The supplier shall adequately pack deliveries at his/her own expense, also taking the nature of the goods and the means of transport into account.
6.2 The supplier is not entitled to partial services without the prior written consent of Krömker.
6.3 The service and delivery dates specified and agreed upon are binding. If no date is specified, the delivery or service shall take place within ten business days of the supplier receiving of the order.
6.4 The day Krömker receives the goods is the date of delivery.
6.5 A retention of title of the supplier, which goes beyond simple legal retention of title, is invalid.
7. Goods inspection
If a quality assurance or comparable agreement exists between Krömker and the supplier, Krömker's immediate obligation to notify the customer is limited to externally identifiable damages and recognisable deviations from the identity and quantity of a delivery. To this extent, the supplier waives his/her right to object to late notification of defect.
8. Contractual penalty
Failure by the supplier to adhere to the date/time agreed for this order or service shall result in the supplier paying a contractual penalty of 1% of the total price, but not more than 5% of the total price, for each week the deadline is surpassed. All further rights shall remain unaffected. A contractual penalty shall apply for claims for damages, which are justified by the fact that the deadline has not been met.
9.1 Payments shall be made either within 15 days less a 3% discount or within 60 days without a deduction from the date when the payment claim becomes due and receipt of both the invoice and the goods or rendering of the service.
9.2 A payment shall only be due by means of a proper invoice corresponding in particular to the requirements of Section. 14 Para. 4 Value Added Tax Act (Article 226 of Directive 2006/112/EC).
9.3 The date payment is rendered by Krömker shall be the date of payment.
9.4 Payments rendered by Krömker shall not represent any acknowledgement of the delivery as contractually appropriate or free of defects.
10. Liability for defects (Guarantee)
10.1 All claims arising from a warranty shall expire after a period of 36 months from the date of delivery, acceptance (insofar as agreed) or for services after complete performance.
10.2 A defect shall be deemed to exist in particular if the delivered goods deviate from specifications, drawings and/or samples which have been provided to the supplier.
10.3 In the event of a defect, the supplier shall, at its discretion, repair or replace the goods in question. If the goods cannot be repaired or replaced, Krömker may demand a reasonable reduction in price or withdraw from the contract. Any further claims for damages shall remain unaffected.
10.4 Defective deliveries shall be returned to the supplier at the supplier’s expense. Irrespective of further costs, the supplier shall pay a flat rate of up to €120.00 for the processing of defective deliveries.
11.1 The supplier shall indemnify Krömker from third-party claims which were caused due to faulty deliveries or to a culpable breach of duty by the supplier's contractual obligations. This also includes reasonable costs of legal representation.
11.2 The supplier shall indemnify Krömker from costs arising in the event that Krömker products have to be recalled to eliminate hazards to the life and limb of third parties because goods delivered by the supplier have defects. Krömker shall immediately notify the supplier of possible recalls and take the supplier’s interests into account.
12. Intellectual property rights
12.1 In the case of deliveries and services individually manufactured or supplied to Krömker, the supplier transfers Krömker all transferable intellectual property rights, in particular inventions and copyrights. At Krömker’s first request, the supplier shall provide Krömker with the necessary documentation, models and drawings free of charge. The supplier shall grant Krömker a royalty-free and transferable right of use without any restriction on location and time. As far as legally possible, Krömker has the right to process underlying deliveries and services.
12.2 The supplier guarantees that his/her deliveries/services do not violate any third-party intellectual property rights. Should third-party rights be violated, the supplier shall be obliged to remedy the infringement of property rights by modifying the delivery/service, acquiring appropriate rights of use or by other means necessary. Otherwise Krömker is entitled to withdraw from the contract. Further rights of Krömker shall remain unaffected.
12.3 The supplier is not authorised to use trademarks and business names of Krömker without prior written consent.
The supplier is not entitled to notify third parties of its contractual relationship with Krömker if it is not obligated to do so under the law and/or contract.
14.1 If Krömker pays the supplier for tools which are used by the supplier for deliveries or services, the supplier shall return these tools, including any accessories, plans, documentation, etc. The supplier grants Krömker ownership of the tool and its accessories.
14.2 The supplier is obliged to permanently label tools owned by Krömker with ‘Krömker’ as well as with the inventory and material number of Krömker. These tools must be stored properly, protected from any kind of damage and kept in working order. The supplier shall be responsible at its own cost for the care and the maintenance of such tools.
14.3 Tools owned by Krömker are to be used only for the production of goods for Krömker. The supplier shall return the tools to Krömker at first request.
15. Place of jurisdiction/Applicable law
15.1 The contractual relationship shall exclusively be governed by German law, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).
15.2 The place of jurisdiction is Bückeburg, Germany. Krömker can also choose to take legal action at the registered seat of our supplier.
Issued on: 2015-11-11