IKS Klingenberg GmbH General Terms and Conditions of Purchasing
1. Scope of Validity
1.1 Any deliveries, performance and offers by us shall be based on these Terms
and Cond itions of Purchasing.
1.2 Terms and conditions of the Supplier deviating from or contrary to our Terms
and Conditions of Purchasing are not binding on us, notwithstanding our
unconditional acceptance of deliveries in face of our knowledge of such
deviating terms and cond itions. By delivery or performance the Supplier
recognizes the validity and applicability of these Terms and Cond itions of
Purchasing.
1.3 These Terms and Conditions of Purchasing shall only be applicable with
respect to entrepreneurs as defined in §14 German Civil Code.
1.4 Our Terms and Cond itions of Purchasing shall also be applicable to all
future business transactions with the Supplier, even if not explicitly agreed.
2. Orders
2.1 Acceptance of our order must occur within two weeks of receipt of such order
by written confirmation of the Supplier. The order confirmation must set forth
the exact price, time of delivery and any other details not included in the
offer, if any.
2.2 We are entitled to demand reasonable technical modifications of the goods
and/or modification of the time of delivery. Reasonable consequences of such
modifications, in particular increases or decreases in prices, as well as
delivery time, shall be determined by mutual agreement.
2.3 We reserve all copy rights and rights of ownership in all illustrations,
drawings, calculations and any other documents relating to the offer. Such
documents must not be made available to third parties except with our prior
written consent, must be used solely for the production of the goods ordered by
us, and must be returned to us without demand and free of charge once our order
has been fulfilled.
2.4 Illustrations, drawings, calculations and any other specifications of
performance supplied by us in connection with the contract are binding on the
Supplier. Any deviation from the specifications provided by us will only be
binding if we have agreed writing.
2.5 Our sales staff is not authorized to agree to oral supplements to the
contract, to make promises or to give guarantees.
2.6 Subject to the provisions of Section 2.2, amendments and modifications to
the contract must be in writing.
2.7 The Supplier shall supply replacement parts for a machine at the applicable
replacement part prices for a period of five years after the date of delivery of
such machine.
3. Prices and payment
3.1 The prices specified by us are binding. If no prices are specified, our
current list prices shall be applicable. Payments will be made in Euro. We are
free to select the means of payment.
3.2 Prices are fixed. We are entitled to demand price adjustments if there is a
decrease in production costs or raw material prices.
3.3 All prices are free our delivery address and include the required turnover
taxes and packaging. We are entitled to determine the type of packaging, means
of conveyance, route of transport and transport insurance.
3.4 The payment due date for deliveries accepted by us before the agreed upon
delivery date shall be based on the agreed upon delivery date, not the date of
acceptance. If we receive goods after receipt of the invoice for such goods, the
date of delivery of the goods shall be deemed the date of the invoice.
3.5 Subject to our right to invoice checking, payments will be made, at our
discretion, within ten days after receipt of invoice with a 2% discount, which
discount shall not affect our right to make payment by bill of exchange, or
within 30 days of receipt of invoice. The period for payment will not begin
before full performance by the Supplier has occurred.
3.6 Invoices must be submitted to us in duplicates at the time of shipment of
the goods, but must not be included with such shipment. Invoices must include
our order number and date of order as well as Supplier’s tax identification
number. Improper invoices will be regarded as not submitted.
3.7 To the extent Supplier’s goods or performance can be provided without
levying turnover tax, the Supplier shall provide, or cooperate with respect to
the provision of, the required supporting documents. With respect to deliveries
within the EU, the Supplier must provide its VAT registration number and
information as to whether Supplier is an entrepreneur, and cooperate with
respect to the provision of proof of exportation as shown by the books and
vouchers.
3.8 We reserve our legal right to setoff and right to refuse performance until
counter-performance is affected.
3.9 By making payment we do not acknowledge that delivery was effected in
accordance with the contract.
3.10 The Supplier must not assign its claims against us or permit a third party
to collect claims against us without our prior written consent, which consent
shall not be unreasonably withheld.
4. Delivery dates and delays in delivery
4.1 Delivery dates set forth in the order are binding. Goods shall be deemed
delivered when received at the address provided by us.
4.2 If events occur or are likely to occur that would result in Supplier’s not
meeting the delivery deadline, the Supplier shall provide immediate notice to us,
including cause and likely duration of the delay.
4.3 If the Supplier does not meet the agreed upon delivery deadline, we are
entitled, after the expiration of a reasonable grace period for performance set
by us, to withdraw from the contract without prejudice to any further rights and
relief available to us under law. If the delay is caused by Supplier’s default,
we are entitled, upon our discretion, to demand delivery and damages for the
delay or to withdraw from the contract and demand damages instead of performance.
4.4 In case of force majeure, strike or other unforeseeable circumstances beyond
the control of the Supplier, we are entitled to withdraw from the contract or
demand performance at a later point in time, neither of which shall entitle
Supplier to claims against us beyond the original contractual claims.
4.5 We reserve the right to return at the expense of the Supplier goods
delivered before the agreed upon delivery date. Storage fees for goods delivered
before the agreed upon delivery date and not returned by us shall be for the
account and at the risk of the Supplier.
4.6 Our acceptance of delayed deliveries is without prejudice to our rights. If
the delayed delivery is not conform for other reasons, in particular
incompleteness or defectiveness, we shall not be obligated to grant a further
grace period.
4.7 If goods are not delivered on time, we are entitled to a contractual penalty
amounting to 0.5% of the value of the order per week, up to a maximum of 5% of
the aggregate value of the goods to be delivered. The contractual penalty will
be credited against any further damages to which we may be entitled due to the
delay. Our acceptance of delivery does not prejudice our right to make claims
for a contractual penalty at any time before we make final payment. We reserve
our right to any other claims available to us under law. After the expiration of
a reasonable grace period we are entitled to demand damages instead of
performance and/or to withdraw from the contract. If the Supplier proves that
the amount of damages incurred by us was lower than the contractual penalty, the
Supplier will be entitled to pay such lower sum instead of the contractual
penalty.
5. Delivery - risk of loss - packaging
5.1 We will accept delivery of goods in installments only if expressly agreed.
5.2 All goods must be supplied with bills of delivery. Bills of delivery and all
shipping documents must contain exact specifications of the delivered goods,
including item, description and quantity, as well as all our order data. We will
not be answerable for delays in processing due to incomplete bills of delivery
and shipping documents.
5.3 Risk of loss shall pass upon receipt of the goods at the delivery address
provided by us.
5.4 The Supplier shall be liable for the consequences of incorrect shipment and/or
incorrectly made out bills of lading. Any freight paid deliveries agreed upon
must be delivered postage paid. We will not prepay freight.
5.5 Risk of shipment and freight insurance are at the expense of the Supplier.
Dispatch notes must be provided separately for each department upon receipt of
shipment. Order number and order confirmation number must be provided on the
stick-on-labels of wagon freight and each item of shipments at less-than-carload,
as applicable. Bills of lading must contain order number and order confirmation
number.
6. Inspections for defects - warranties
6.1 We are obligated to inspect goods delivered within a reasonable period for
defects in quality or deviations in quantity. Complaints will be deemed timely
if received by the Supplier within 10 work days after delivery, or, if such
defects could not be discovered in the course of a proper inspection, within 10
work days of discovery of such defects. We explicitly reserve our right to not
to recognize deliveries in excess of the ordered goods as constituting
performance of the contract.
6.2 In case the Supplier fails to rectify defects, we are not obligated to
inspect goods or services provided by the Supplier in its attempts of
rectification or to make complaints with respect thereto.
6.3 We are entitled without any qualifications to all claims based on defect
provided by law. Independent thereof, we are entitled to demand from the
Supplier, upon our discretion, rectification or replacement delivery. The
Supplier shall be responsible for all necessary costs of such rectification or
replacement. We explicitly reserve our rights to damages, in particular damages
instead of performance; hence our claim for performance shall continue to exist
until the time we demand damages instead of performance in writing.
6.4 The Supplier shall reimburse us for any expenses in connection with our
contract if we withdraw from the contract due to the existence of defects.
6.5 Claims for defects become time-barred at the statutorily determined time,
but in no case earlier than 2 months after we have satisfied claims from our
customers with respect to the same defects; provided, however, that the tolling
of the statute of limitation will end at the latest 5 years after our receipt of
the goods. The statute of limitation for replacement parts will run from the
date such parts were provided. The statute of limitation will be tolled for the
period of Supplier’s inspection for defects or rectification (which period shall
include Supplier’s commencement of inspection and Supplier’s passing on of the
delivered goods to third parties for purposes of inspection) until the time the
Supplier notifies us of the result of its inspection, declares the defect
rectified or refuses to continue with the rectification.
6.6 Claims for defects in title will become time-barred after 3 years.
6.7 If the Supplier is in delay with respect to rectification or replacement or
in urgent cases when the Supplier cannot be reached or is unable to provide
rectification or replacement we have the right to undertake, or to ask third
parties to undertake, such rectification or replacement at the expense of the
Supplier. We will notify the Supplier immediately of such event.
6.8 We reserve our right to recourse under §478 and §479 German Civil Code.
Costs accumulated by us with respect to our duty of rectification or replacement
and all costs imposed on us by our customers shall be deemed costs of
replacement or rectification, independent of whether the goods supplied were
further processed by us or third parties and independent of whether such third
parties or end customers are entrepreneurs.
6.9 We reserve the right to withdraw from the contract with the Supplier without
setting a period for performance if due to defects of the goods the Supplier
provided we take back goods produced and/or sold to us, if the price of such
goods is reduced, or if other claims were brought against us with respect to
such goods.
6.10 The statute of limitation for parts repaired or replaced within the
applicable statute of limitation shall begin to run anew beginning with the date
the Supplier completely fulfilled our claims for rectification or replacement.
6.11 The Supplier shall reimburse us for any costs resulting from defective
deliveries, in particular costs for transportation, tolls, labor and material,
as well as costs of delivery inspections exceeding customary amounts.
6.12 The Supplier shall be liable and shall indemnify us upon first request with
respect to any defects of supplied goods for which we receive claims from our
customers and that were caused by Supplier’s incorrect public statements, in
particular advertisements or descriptions of quality; provided, however, that
the Supplier shall have no liability for incorrect statements that the Supplier
proves not to have been made on its account.
7. Product liability - indemnification - insurance - quality assurance
7.1 To the extent the cause of the damages was within Supplier’s sphere of
influence or organization and the Supplier would be liable towards third parties,
the Supplier shall indemnify us on first demand against claims from third
parties with respect to any damages of goods for which the Supplier is
responsible.
7.2 Without prejudice to any further legal rights available to us, the Supplier
shall reimburse us for all expenses resulting from or in connection with any
recall initiated by us. We will timely inform the Supplier, to the extent
feasible and reasonable, about the matter and the scale of a recall.
7.3 The Supplier shall maintain products liability insurance with a blanket
coverage of Euro 5 Million per damage to person/property, provided that our
rights to greater damages shall not be prejudiced thereby.
7.4 The Supplier shall be liable for the conformity of the supplied goods to
acknowledged rules of technology, safety regulations and any other regulations.
The Supplier shall comply with generally recognized standards such as DIN, ISO,
VDI and VDE.
7.5 The Supplier shall be liable for defects in design, manufacturing and
instruction as well as for defects that could have been discovered by proper
inspection before delivery to us.
8. Industrial property rights
8.1 The Supplier is liable if industrial property rights of third parties should
be violated in connection with its deliveries. Liability is excluded to the
extent the breach of rights of third parties is not caused by negligence of the
Supplier. The Supplier acknowledges that we distribute our products worldwide.
8.2 The Supplier shall indemnify us upon first demand against any claims by a
third party regarding a violation of such party’s industrial property rights, to
the extent such claims are caused by negligence of the Supplier. We will not
make arrangements or enter into a settlement with such third party without
Supplier’s consent.
8.3 Supplier’s duty of indemnification shall extend to all necessary costs
resulting from or relating to such third party claims.
9. Provision of Material
9.1 We retain title to any parts we provide to the Supplier. Processing or
transformation of such parts by the Supplier shall be for our benefit. If parts
or goods with respect to which we retain ownership right (“reserved goods”) are
processed or transformed together with other goods that we do not own, we shall
acquire co-ownership in the new goods in the proportion of the value of such
reserved goods at the time of processing to the other goods processed.
9.2 If parts supplied by us are irreversibly mixed with goods in which we have
no ownership rights, we shall acquire co-ownership in the new good in proportion
of the value of the reserved goods at the time of mixing to the value of the
other mixed goods. If the mixing results in Supplier’s goods’ constituting the
principal thing, we shall acquire a proportionate co-ownership. The Supplier
shall keep goods in which we have ownership or co ownership on our behalf.
10. Reservation of title
We hereby explicitly contest any extended or enlarged reservation of title of
the Supplier with respect to goods ordered by us.
11. Place of performance –venue – applicable laws
11.1 Unless otherwise provided in our order, the place of performance shall be
our principal place of business.
11.2 If the Supplier is an entrepreneur, venue for all disputes shall lie in our
principal place of business. Notwithstanding the foregoing, we shall also be
entitled to bring claims against the Supplier at Supplier’s place of natural
jurisdiction.
11.3 Our relationship shall be subject to the laws of the Federal Republic of
Germany.
Download our General Terms and Conditions
Machine Knives Saw Blades Service
IKS Klingelnberg GmbH - Industriegebiet Bergisch Born - In der Fleute 18 - 42897 Remscheid - GERMANY
Phone: +49 (0) 2191 969-0 - Fax: +49 (0) 2191 969-111 - info@interknife.com
Copyright © IKS Klingelnberg GmbH
