General Purchasing Conditions of Maschinenbau Kitz GmbH
Our purchase orders are issued exclusively on the basis of the conditions below. The supplier’s business conditions that are not expressly acknowledged by mk, shall not apply, even if they are included in an order acknowledgment issued for our purchase order, and even if we do not expressly object to the supplier’s order acknowledgment. Our silence shall mean rejection of the supplier’s conditions.
The Purchasing Conditions shall apply for all future purchase orders and contractual relations between us (mk) and the supplier.
If the supplier does not accept our purchase order within 2 days after receipt through written order acknowledgment, then we shall be entitled to revoke the purchase order.
Documents, drawings, and descriptions transferred by mk, shall remain the material property and intellectual property of mk. Documents, drawings, and descriptions transferred by mk, shall remain confidential and shall be returned without solicitation after completion of the order. The confidentiality obligation shall not apply if the documents or the information contained therein were already known to the supplier or are generally known.
The supplier shall be obligated to submit to us by January 1 of each year, without solicitation, a long-term supplier declaration for the goods delivered, specifying the land of origin, commodity code, customs number, and weight. Moreover, the registration or preregistration in accordance with the REACH Regulation, must be verified to mk without solicitation, and in addition, RoHS conformity must be verified on request. The supplier shall notify mk without delay, without solicitation, and in writing, if the information in the verifications no longer applies.
If nothing to the contrary is agreed, the supplier shall deliver “free house”. The agreed price shall be understood as “freight prepaid”, including packaging. Partial deliveries shall only be permitted after consultation. A delivery ticket that contains at least the following information shall be provided for each delivery: Designation, quantity, art. no. or drawing number and purchase order number. Only packaging shall be used that meets the objectives and requirements stipulated in the current version of the German Packaging Ordinance.
Agreed goods receipt dates shall be fixed dates. If a CW is agreed, then the last work day of this CW shall be understood as the latest goods receipt date at the mk facility. However, if a specific date has been cited as goods receipt date in our purchase order, then this date shall apply, even if the supplier only confirmed the corresponding CW in the order acknowledgment. Compliance with the delivery date and delivery time shall be determined by the delivery at mk. The risk shall transition to mk only from this point in time. If it is foreseeable that delivery times will be exceeded, the supplier shall immediately notify us in writing, stating the reasons for such delay, and if possible the supplier shall cite the presumable delivery time.
In the event of delivery delay we shall be entitled to demand a contract penalty in the amount of 0.1% of the net order value; however not to exceed a maximum 5% of the net order value. We shall be entitled to reserve the contract penalty until payment of the goods in question. Other claims arising through delivery delay shall remain hereby unaffected. The supplier’s obligation to provide compensation for damages shall extend to possible flat-rate damages and contract penalties that we owe our customer due to the delivery delay, if we have informed the supplier of the flat-rate damages or contract penalty agreed with the customer.
Invoices must show the correct invoice address and must only be sent separately through the mail. Invoices that do not fulfill these requirements shall not be due and payable. We shall make payment in accordance with the agreed terms of payment, after delivery and receipt of the proper invoice. In the event of premature delivery, the date payment is due shall be based on the agreed delivery date. If the shipment is faulty we shall be entitled to withhold the payment proportionately to the value until proper fulfillment.
The supplier shall provide the goods to us free of defects of material and title. The goods are free of material defects if they have the agreed quantity and condition, in particular if the goods meet the agreed requirements relative to quantity, quality and type, and with regard to packaging. If nothing to the contrary is agreed, the goods must conform to the state of the technology, and must meet relevant statutory and government agency requirements.
As part of incoming goods inspection, we shall be entitled to lodge complaints concerning apparent defects up to 5 work days after delivery, and to lodge complaints concerning hidden defects up to 5 days after they are detected; in this regard sending of the notification within the period shall suffice.
If the delivery is defective, we shall be entitled, at our discretion, to demand free of charge supplementary performance (repair) or free of charge replacement delivery. The supplier shall be obligated to prepare an 8D report. We shall also be authorized to lodge complaints concerning defects per telephone, per email, and per fax. If we have set a reasonable deadline for supplementary performance, without success, then we shall be entitled to correct the defect at the suppliers expense, withdraw from the contract, reduce payment, as well as demand compensation for damage and reimbursement of expenses incurred. The statutory regulations relating to the dispensability of a deadline shall remain unaffected, particularly if the subsequent performance on the part of the supplier is not reasonable for us after due consideration of the interests of both parties.
If due to material or legal defect, we are authorized to withdraw from the contract, we shall be entitled to demand flat-rate damages in the amount of 10% of the net order value. The right to assert further damages shall not be excluded. The supplier shall have the right to prove that no damages at all or significantly lower damages were incurred due to the material or legal defect.
Our claims for defects shall be time-barred within 3 years, unless longer time periods are prescribed by law. The statute of limitations shall be suspended if we notify the supplier of a defect. In this case the suspension shall end with complete rectification of the defect or if the supplier refuses the subsequent performance. The statute of limitations shall begin to run three months after the end of suspension, at the earliest.
If the supplier is responsible for a product defect, he shall undertake to indemnify mk against claims for damages from third parties, to the extent that the cause of the fault is within the supplier's field of control and organization and if the supplier is liable externally. This indemnification shall also extend to expenses that are incurred in conjunction with a recall action carried out by us or our customers pursuant to §§ 683, 670 German Civil Code as well as to §§ 830, 840, 426 German Civil Code. We shall - as far as this is possible and reasonable - inform the supplier of the content and extent of the recall measures that must be executed and shall give the supplier opportunity to state his position. Other legal claims shall remain unaffected.
We and our employees, legal representatives, and vicarious agents shall not be liable for the supplier’s damages. This exclusion of liability shall not apply if a material contractual obligation has been violated. Nor shall the exclusion of liability apply for damage arising from injury to life, body or health that are due to intentional or negligent violation of obligation on our part, as well as for other damages that are due to intentional or grossly negligent violation of obligation.
The place of jurisdiction for all disputes with the supplier shall be Siegburg, Germany. However, we shall also be entitled to bring an action against the supplier before the competent courts for his head office.
The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany.