General Terms and Conditions of Purchase of KRONEN GmbH
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§ 1 Scope
(1) All deliveries, services, and offers from our suppliers are made exclusively on the basis of these General Terms and Conditions of Purchase. They form part of all contracts we conclude with our suppliers regarding the deliveries or services they offer. They also apply to all future deliveries, services, or offers to the customer, even if they are not separately agreed again.
(2) Terms and conditions of our suppliers or third parties shall not apply, even if we do not expressly object to their validity in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of the supplier or a third party, this shall not constitute agreement to the validity of those terms and conditions.
§ 2 Orders and Contracts
(1) Unless our offers expressly contain a binding period, we are bound by them for one week from the date of the offer. The receipt of the declaration of acceptance by us is decisive for timely acceptance.
(2) We are entitled to change the time and place of delivery as well as the type of packaging at any time by written notice, with a period of at least 7 calendar days before the agreed delivery date. The same applies to changes in product specifications, provided these can be implemented within the supplier's normal production process without significant additional effort, whereby in such cases the notice period shall be at least 10 calendar days. We will reimburse the supplier for any proven and reasonable additional costs incurred due to the change. If such changes result in delivery delays that cannot be avoided in the supplier's normal production and business operations with reasonable effort, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in writing of the additional costs or delivery delays expected upon careful assessment, in good time before the delivery date, but no later than within 5 working days after receipt of our notification under sentence 1.
(3) Deviating product specifications from the order or declaration of acceptance shall only be binding after our express confirmation.
(4) We are entitled to withdraw from the contract at any time by written declaration stating the reason, if:
(a) We can no longer use the ordered products in our business operations due to circumstances occurring after conclusion of the contract and attributable to the supplier (e.g., failure to comply with legal requirements) or only with considerable additional effort; or
(b) The supplier's financial situation deteriorates after conclusion of the contract to such an extent that proper delivery is no longer to be expected.
§ 3 Prices, Terms of Payment, Invoice Details, Offsetting and Retention
(1) The price stated in the order is binding.
(2) Unless otherwise agreed in writing, the price includes delivery and transport to the shipping address stated in the contract, including packaging.
(3) If the price does not include packaging and remuneration for the packaging (provided not merely on loan) is not expressly determined, this shall be charged at the proven cost price. At our request, the supplier shall take back the packaging at his own expense.
(4) Unless otherwise agreed, we will pay the purchase price within 14 days of delivery of the goods and receipt of the invoice with a 3% discount, or within 30 days net. Payment is deemed timely if our transfer order is received by our bank within the period. In any case (including in the case of invoicing before performance), the discount period only begins upon complete performance.
(5) All order confirmations, delivery notes, and invoices must state our order number, item number, delivery quantity, and delivery address. If one or more of these details are missing and processing in our normal business operations is delayed as a result, the payment deadlines stated in paragraph 4 are extended by the duration of the delay.
(6) The supplier must also provide us with all customs-relevant data for the delivered goods, such as the certificate of origin and the supplier's declaration.
(7) The supplier must submit invoices to us no later than 4 weeks after complete performance.
(8) If the supplier's bank details, VAT ID number, company name, or address change, we must be informed immediately.
(9) We are entitled to set-off, retention rights, and the defense of non-performance of the contract to the statutory extent. In particular, we may withhold due payments as long as we have claims against the supplier for incomplete or defective performance.
(10) In the event of default in payment, we owe default interest of 5 percentage points above the base interest rate pursuant to § 247 BGB.
§ 4 Delivery Time and Delivery, Transfer of Risk
(1) The delivery time (delivery date or period) specified in the order or otherwise applicable according to these Terms and Conditions of Purchase is binding. Early deliveries are not permitted.
(2) Without our prior written consent, the supplier is not entitled to have the performance owed by him provided by third parties (e.g., subcontractors).
(3) Delivery is “free domicile” to the place stated in the order. If the place of destination is not specified and nothing else is agreed, delivery must be made to our business address in Kehl am Rhein. The place of destination is also the place of performance for delivery and any subsequent performance (obligation to deliver).
(4) The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent which indicate that the delivery time cannot be met.
(5) If the day on which delivery must be made can be determined from the contract, the supplier shall be in default at the end of that day without the need for a reminder from us.
(6) In the event of delay in delivery, we shall have the statutory rights without restriction, provided that we may only exercise our right of withdrawal or claim damages in lieu of performance after the fruitless expiry of a reasonable grace period.
(7) We are entitled, in the event of delivery delays and after prior written warning to the supplier, to demand a contractual penalty of 0.5% per commenced week of delay, up to a maximum of 5% of the order value. The contractual penalty shall be set off against any default damages to be compensated by the supplier.
(8) Without our prior written consent, the supplier is not entitled to make partial deliveries. Over- or under-deliveries are also not permitted without our express consent.
(9) The risk passes to us, even if shipment has been agreed, only when the goods are handed over to us at the agreed place of destination.
§ 5 Retention of Title
(1) We retain ownership or copyright in orders, contracts, and any drawings, illustrations, calculations, descriptions, and other documents provided to the supplier. Without our express consent, the supplier may not make them accessible to third parties, nor use or reproduce them himself or through third parties. At our request, he shall return these documents to us in full if they are no longer needed in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Copies made by the supplier must be destroyed in this case, except for retention required by law and for data backup purposes within normal backup procedures.
(2) Tools and models we provide to the supplier or which are produced for contractual purposes and invoiced separately to us by the supplier remain our property or become our property. The supplier shall mark them as our property, store them carefully, insure them adequately against damage of any kind, and use them only for contractual purposes. The costs of maintenance and repair shall be borne equally by the contracting parties unless otherwise agreed; however, costs due to defects in items manufactured by the supplier or improper use by the supplier, his employees, or other agents shall be borne solely by the supplier. The supplier shall notify us immediately of any non-minor damage to these tools and models. Upon request, he must return them to us in proper condition if they are no longer required for fulfilling contracts concluded with us.
(3) Any processing, mixing, or combination (further processing) of items provided by us shall be carried out on our behalf. The same applies to further processing of the delivered goods by us so that we are deemed the manufacturer and acquire ownership of the product in accordance with statutory provisions at the latest upon further processing.
(4) Transfer of ownership of the goods to us must take place unconditionally and regardless of payment of the price. However, if in individual cases we accept an offer of transfer of ownership from the supplier conditional on payment of the purchase price, the supplier’s retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, we are authorized to resell the goods even before payment of the purchase price, with advance assignment of the resulting claims (alternatively, the simple and extended retention of title applying to resale). All other forms of retention of title are excluded, in particular extended, transferred, and prolonged retention of title to further processing.
§ 6 Warranty Claims
(1) Our rights in the event of material and legal defects in the goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the supplier shall be governed by statutory provisions and, solely in our favor, by the following additions and clarifications.
(2) In accordance with statutory provisions, the supplier is particularly liable for ensuring that the goods have the agreed quality at the time of transfer of risk to us and are free from third-party rights. The agreed quality includes, in any case, product descriptions which—especially by designation or reference in our order—form part of the respective contract or are incorporated into the contract in the same way as these Terms and Conditions of Purchase, irrespective of whether the product description originates from us, the supplier, or the manufacturer. All deliveries and services must comply with the state of the art applicable at the time of performance.
(3) For goods with digital elements or other digital content, the supplier is obliged to provide and update the digital content to the extent that this results from a quality agreement under paragraph 2 or other product descriptions of the manufacturer or on his behalf, in particular on the internet, in advertising, or on the goods label.
(4) We are not obliged to inspect the goods or to make special inquiries about any defects upon conclusion of the contract. Notwithstanding § 442 para. 1 sentence 2 BGB, we are therefore entitled to warranty claims without restriction even if we were unaware of the defect at the time of conclusion of the contract due to gross negligence.
(5) For the commercial obligation to examine and give notice of defects, the statutory provisions of §§ 377, 381 HGB apply, with the proviso that our inspection obligation is limited to defects that become apparent during our incoming goods inspection under external examination, including the delivery documents (e.g., transport damage, incorrect and short deliveries), or that are detectable during our quality control by sampling. Where acceptance is agreed, there is no inspection obligation. Our obligation to give notice of defects discovered later remains unaffected. Without prejudice to our duty to inspect, our notice of defects (notification of defects) shall be deemed prompt and timely if sent within 14 working days from discovery or, in the case of obvious defects, from delivery.
(6) Subsequent performance includes removal of the defective goods and reinstallation, if the goods have been installed in or attached to another item in accordance with their type and intended use before the defect became apparent; our statutory right to reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The supplier shall bear the costs necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs and, if applicable, removal and installation costs, even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request to remedy a defect remains unaffected; in this respect, however, we are liable only if we recognized or were grossly negligent in not recognizing that there was no defect.
(7) Without prejudice to our statutory rights and the provisions of paragraph 5: If the supplier fails to fulfill his obligation to provide subsequent performance—at our choice by remedying the defect (repair) or by delivering defect-free goods (replacement delivery)—within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement from the supplier of the expenses required for this or an appropriate advance payment. If subsequent performance by the supplier has failed or is unreasonable for us (e.g., because of special urgency, danger to operational safety, or imminent occurrence of disproportionate damage), there is no need to set a deadline; we will inform the supplier of such circumstances immediately, if possible in advance.
(8) In all other respects, in the case of a material or legal defect, we are entitled to reduce the purchase price or withdraw from the contract in accordance with statutory provisions. In addition, we are entitled to claim damages and reimbursement of expenses in accordance with statutory provisions.
§ 7 Supplier Recourse
(1) Our statutory expenses and recourse claims within a supply chain (supplier recourse within the meaning of §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u BGB) are available to us in addition to warranty claims without restriction. In particular, we are entitled to demand exactly the type of subsequent performance (repair or replacement delivery) from the supplier that we owe our customer in the individual case; for goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice under § 439 para. 1 BGB is not restricted.
(2) Before we acknowledge or fulfill a warranty claim asserted by our customer (including reimbursement of expenses under §§ 445a para. 1, 439 paras. 2, 3, 6 sentence 2, 475 para. 4 BGB), we will notify the supplier and request a written statement, briefly explaining the facts. If a substantiated statement is not made within a reasonable period and no amicable solution is reached, the warranty claim actually granted by us to the customer shall be deemed to be owed. The supplier shall bear the burden of proof in this case.
(3) Our claims from supplier recourse also apply if the defective goods have been combined with another product or otherwise further processed by us, our customer, or a third party, e.g., by installation, attachment, or incorporation.
§ 8 Product Liability
(1) The supplier shall be liable for all claims made by third parties for personal injury or property damage attributable to a defective product supplied by him and is obliged to indemnify us against any resulting liability. If we are obliged to carry out a recall action towards third parties due to a defect in a product supplied by the supplier, the supplier shall bear all costs associated with the recall action.
(2) The supplier shall, at his own expense, maintain product liability insurance with coverage of at least EUR 5 million, which, unless otherwise agreed in individual cases, does not have to cover the recall risk or punitive or similar damages. The supplier shall send us a copy of the liability policy at any time upon request.
§ 9 Limitation Period
(1) In deviation from § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects against the supplier is 3 years from the transfer of risk. If acceptance is agreed, the limitation period begins with acceptance. The 3-year limitation period also applies correspondingly to claims for legal defects, with the statutory limitation period for third-party claims for return of property (§ 438 para. 1 no. 1 BGB) remaining unaffected; claims for legal defects shall in no case become statute-barred as long as the third party can still assert the right against us, especially due to the absence of limitation.
(2) The limitation periods under sales law, including the above extension, apply—to the statutory extent—to all contractual claims for defects. If we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless application of the limitation periods under sales law leads to a longer limitation period in the individual case.
§ 10 Intellectual Property Rights
(1) The supplier warrants, in accordance with this paragraph, that the products supplied by him do not infringe the intellectual property rights of third parties in the countries of the European Union or other countries in which he manufactures or has the products manufactured. He is obliged to indemnify us against all claims that third parties assert against us for such an infringement of industrial property rights and to reimburse us for all necessary expenses in connection with such claims. This does not apply if the supplier proves that he is neither responsible for the infringement nor could have been aware of it at the time of delivery if he had exercised commercial due diligence.
(2) Our further statutory claims in respect of legal defects in the products delivered to us remain unaffected.
§ 11 Spare Parts
(1) The supplier is obliged to keep spare parts for the products delivered to us available for a period of at least 5 years after delivery.
(2) If the supplier intends to discontinue the production of spare parts for the products delivered to us before or after the expiry of the period referred to in paragraph 1, he shall notify us immediately after deciding to discontinue production. This decision must be made at least 6 months before production is discontinued.
§ 12 Confidentiality
(1) The supplier is obliged to keep the terms of the order and all information and documents provided by us for this purpose (except for publicly available information) confidential for a period of 5 years from the date of delivery and to use them only for the execution of the order. Upon request, he shall return the aforementioned documents to us without delay after completion of the order or settlement of related inquiries.
(2) Without our prior written consent, the supplier may not refer to the business relationship in advertising material, brochures, etc., nor exhibit items manufactured for us.
(3) The supplier shall oblige his subcontractors to comply with this § 12.
§ 13 Compliance with Laws
(1) The supplier is obliged to comply with the legal provisions applicable to him in connection with the contractual relationship. This applies in particular to anti-corruption and money laundering laws, as well as antitrust, labor, and environmental protection regulations.
(2) The supplier shall ensure that the products delivered by him comply with all applicable requirements for being placed on the market in the European Union and the European Economic Area. Upon request, he shall provide us with evidence of compliance by presenting suitable documents.
(3) The supplier shall make reasonable efforts to ensure that his subcontractors comply with the obligations applicable to the supplier under this § 13.
§ 14 Place of Performance, Jurisdiction, Applicable Law
(1) The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Kehl.
(2) Contracts concluded between us and the supplier shall be subject to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
§ 15 Severability Clause
Should any provision of these Terms and Conditions of Purchase be wholly or partially invalid or unenforceable, or should a gap become apparent, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, or to fill the gap, the effective and enforceable provision shall be deemed to have been agreed retroactively that most closely reflects what the parties intended or would have intended in accordance with the meaning and purpose of this contract if they had considered the point when concluding this agreement or adopting the provision; if the invalidity of a provision is due to a measure of performance or time (period or deadline) specified therein, the provision shall be deemed to have been agreed with the closest legally permissible measure to the original. If such replacement is not possible, a provision or regulation shall be adopted in accordance with the content of the preceding sentence to replace the invalid or unenforceable provision or to fill the gap.
Version: August/2025