GENERAL PURCHASING CONDITIONS OF MAX KNOBLOCH NACHF. GMBH
§ 1 Scope
1.1 The legal relationship between Max KNOBLOCH Nachf. GmbH, Döbeln – hereinafter referred to as KNOBLOCH – and the supplier shall be governed exclusively by these General Terms and Conditions of Purchase (GTCP) and any other agreements. The contract shall be concluded exclusively on the basis of KNOBLOCH’s GPC. They shall apply to all – also future – inquiries and orders, as well as to all – also future – supply contracts concluded with the Supplier and other agreements made with the Supplier in connection with orders.
1.2 Any general terms and conditions of the supplier conflicting with or deviating from KNOBLOCH’s terms and conditions of purchase shall not apply even if they have not been expressly objected to in the individual case. Any terms and conditions of the supplier are hereby also objected to in the event that they are communicated to KNOBLOCH in a letter of confirmation or in any other way or KNOBLOCH accepts the delivery or service of the supplier without again objecting to the terms and conditions of the supplier. without again objecting to the supplier’s terms and conditions.
1.3 Deviations from these GPC shall only be effective if KNOBLOCH confirms them in writing.
§ 2 Inquiries
Inquiries on the part of KNOBLOCH are non-binding. If the supplier deviates from this inquiry in his offer, he shall expressly point this out. The supplier shall be bound to his offer for at least four (4) weeks after receipt of the offer by KNOBLOCH. KNOBLOCH cannot grant any remuneration for visits, drawings and the like without express written agreement. Offers of the supplier shall be free of charge and non-binding for KNOBLOCH, even if they have been made in response to an inquiry on the part of KNOBLOCH.
§ 3 Orders
3.1 Orders, delivery call-offs as well as changes and amendments thereto shall be made in writing, by fax or electronically.
3.2 Each order shall be confirmed by the supplier in writing without delay. If the supplier does not accept the order within two (2) weeks after receipt, KNOBLOCH shall be entitled to revoke the order. Delivery call-offs shall also become binding if the supplier does not object to KNOBLOCH within 48 hours from receipt.
3.3 KNOBLOCH shall be entitled to demand reasonable changes in the design and execution of the delivery item from the supplier at any time. The contracting parties shall agree on the effects thereof in a corresponding written supplementary agreement.
§ 4 Place of Performance
The place of performance for all mutual services and deliveries shall be the agreed place of receipt. If no place of receipt is separately indicated, the registered office of KNOBLOCH shall apply.
§ 5 Deliveries
5.1 Unless otherwise agreed, the delivery dates and deadlines stated in the order shall be binding. The receipt of the goods at the place of performance (clause 4) shall be decisive for compliance with the delivery date or delivery period. Unless delivery “DDP Delivered Duty Paid” (Incoterms as amended from time to time) has been agreed anyway, the Supplier shall make the goods available in due time, taking into account the usual time for loading and dispatch. In the case of call orders, the scope and time of the individual call orders shall be determined by KNOBLOCH.
5.2 Deliveries shall be made in accordance with KNOBLOCH’s instructions. The scope of the supplier’s obligation to perform shall be based on the specifications and performance descriptions available at the time of conclusion of the contract or, in the absence of such, on the information provided in the supplier’s offers and brochures. The goods shall be properly packed. Documents concerning the delivery shall be enclosed.
5.3 The risk of shipment shall in any case be borne by the Supplier until delivery at the place of performance (Clause 4). Insurance of the delivery against transport and/or other damage can only be taken out at KNOBLOCH’s expense if this has been expressly agreed.
5.4 The agreed delivery and performance dates shall be observed. Partial deliveries may only be made with the express consent of KNOBLOCH. Unless otherwise agreed, delivery periods shall commence on the date of the order by KNOBLOCH. In case of non-compliance with the agreed delivery dates, no notice of default by the supplier shall be required in order to claim damages incurred by KNOBLOCH as a result thereof. In addition, KNOBLOCH shall in this case be entitled to withdraw from the contract and to claim damages for non-performance. The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the rights arising from the exceeding of the delivery or service time.
5.5 If, after conclusion of the contract, it becomes impossible for the supplier to comply with the agreed delivery time due to operational disturbances, shortage of raw materials, shortage of semi-finished products or as a result of force majeure, the supplier shall notify KNOBLOCH thereof in writing without delay and in any case in sufficient time to enable KNOBLOCH to arrange the agreed delivery date otherwise. If this notification is not made or is made late, the supplier shall be liable for any delays and their consequences.
5.6 In the event of a delay in delivery, KNOBLOCH shall be entitled to charge a lump sum for damages of 0.2% of the order value per day, but not more than 10% of the order value, without proof, unless the supplier proves that KNOBLOCH has incurred a lesser damage in the individual case. The assertion of further damage caused by delay shall remain unaffected.
5.7 In the event of delivery outside the agreed delivery period, all storage costs incurred shall be borne by the supplier.
5.8 If, after the conclusion of the contract, KNOBLOCH is likely or actually to be prevented from taking delivery of the ordered products due to operational disturbances, shortages of other products, semi-finished products or as a result of force majeure, KNOBLOCH shall notify the supplier thereof in writing without delay and in any case in as timely a manner as KNOBLOCH is able. The resulting cancellation or suspension of the delivery contract shall be agreed with the supplier on a case-by-case basis and without any consequential costs for KNOBLOCH.
§ 6 Prices and Terms of Payment
6.1 The price stated in the order shall be binding. Unless otherwise agreed, delivery shall be made free to the place of use indicated by KNOBLOCH, including freight, packaging and ancillary costs. The return of packaging requires special agreement.
6.2 Payment shall be made after receipt of the goods in accordance with the contract and receipt of the proper and auditable invoices within 14 days with a 3% discount or up to 30 days net. Individual agreements deviating from this must be in writing. In case of acceptance of early deliveries, the due date shall be based on the originally agreed delivery date.
6.3 Invoices shall be settled by bank transfer.
6.4 In the event of defective deliveries, KNOBLOCH shall be entitled to withhold payment pro rata until proper subsequent performance without loss of rebates, discounts or similar payment benefits.
6.5 The assignment of claims against KNOBLOCH and their transfer to third parties for collection shall require KNOBLOCH’s prior written consent, which KNOBLOCH will not unreasonably withhold. This shall not apply to the assignment within the scope of an extended reservation of title, to which KNOBLOCH already now generally agrees.
§ 7 Quality and Documentation
7.1 The supplier shall comply with the recognized rules of technology and the agreed technical data for his deliveries. Modifications of the delivery item require the prior written consent of KNOBLOCH.
7.2 The supplier undertakes to comply with the relevant standards, laws and other safety regulations applicable to the delivery items. He shall indemnify KNOBLOCH against all public and private law claims arising from a violation of these regulations.
§ 8 Notification of Defects
8.1 KNOBLOCH shall immediately notify the supplier in writing of any defects in the goods which KNOBLOCH discovers in the ordinary course of business at the beginning of the processing or use of the goods and shall assert its rights in respect of defects in accordance with § 437 of the German Civil Code (BGB). In this respect, the supplier waives the objection of delayed notification of defects.
8.2 In deviation from § 377 of the German Commercial Code (HGB), KNOBLOCH’s inspection of the goods shall be limited to random sampling in the case of larger quantities. Defects which are not discovered in this process shall be deemed to be hidden.
8.3 The supplier shall provide full warranty for the delivered goods without limitation within the scope of the statutory provisions. His liability also extends to consequential damage. Costs arising from improper delivery shall be borne by the supplier. If samples have been agreed and made available, the properties of the sample shall be deemed warranted for all future deliveries. The delivered goods must conform to the sample at all times. The payment of the purchase price by KNOBLOCH does not include the waiver of the notice of defects and the objection of improper delivery or defectiveness of the goods.
§ 9 Claims for Defects
9.1 In the event of delivery of defective goods by the supplier, the supplier shall be given the opportunity to sort out or rectify the defect prior to the start of production, unless this is unreasonable for KNOBLOCH. If the supplier is unable to do so or fails to do so without undue delay, KNOBLOCH shall be entitled to rescind the contract and claim damages for non-performance or to return the goods at the supplier’s risk. The supplier shall bear any costs arising from this. If the same goods are repeatedly delivered in a defective condition, KNOBLOCH shall be entitled to rescind the contract after written warning in case of repeated defective delivery also for the unfulfilled scope of delivery.
9.2 The warranty shall end upon the expiry of 36 months after the order has been fulfilled to KNOBLOCH. Rights of recourse of KNOBLOCH against the supplier due to material defects according to §§ 478, 479, 633 BGB remain unaffected.
9.3 Unless otherwise provided for in the foregoing, warranty claims shall be governed by the statutory provisions. Guarantees of quality must be expressly designated as such in writing.
§ 10 Liability
10.1 Unless otherwise provided for in these Terms and Conditions, the supplier shall be liable as follows for damages incurred by KNOBLOCH directly or indirectly as a result of a defective delivery, violation of official safety regulations or for any other legal reasons attributable to the supplier.
10.2 The obligation to pay damages shall in principle only apply if the supplier is at fault for the damage caused by him.
10.3 If third parties assert claims against KNOBLOCH based on strict liability, which are based on the performance of the supplier and which could also be asserted by the third party against the supplier, the supplier shall indemnify KNOBLOCH in the internal relationship to the extent that he would also be directly liable to the third party. For the compensation of damages between KNOBLOCH and the supplier the principles of § 254 BGB shall apply accordingly. This shall also apply in the event of a direct claim against the supplier.
10.4 The obligation to pay compensation shall be excluded insofar as KNOBLOCH, for its part, has effectively limited its liability towards its customers. In this respect, KNOBLOCH shall endeavor to agree upon limitations of liability to the legally permissible extent in favor of the supplier.
10.5 The supplier shall be liable for measures to avert damage (e.g. recall actions) insofar as he is legally obliged to do so.
10.6 Insofar as KNOBLOCH intends to assert claims against the supplier in accordance with the above provisions, KNOBLOCH shall inform and consult with the supplier immediately and comprehensively. He shall be given the opportunity to investigate the case of damage. The contracting parties shall agree on the measures to be taken, in particular in the case of settlement negotiations.
10.7 The supplier undertakes to maintain product liability insurance to an appropriate extent; if the supplier does not have sufficient insurance, KNOBLOCH’s further claims for damages shall remain unaffected.
§ 11 Property Rights
11.1 The supplier shall be liable for all claims arising from the infringement of applications for industrial property rights (industrial property rights) in case of contractual use of the delivery items.
11.2 The supplier shall indemnify KNOBLOCH and its customers against all claims arising from the use of such industrial property rights.
11.3 This shall not apply insofar as the supplier has manufactured the delivery items according to drawings, models or other equivalent descriptions or information provided by KNOBLOCH and does not know or, in connection with the products developed by him, does not need to know that industrial property rights are thereby infringed.
11.4 Upon KNOBLOCH’s request, the supplier shall inform KNOBLOCH of the use of published and unpublished own and licensed industrial property rights and applications for industrial property rights on the delivery items.
11.5 Without prejudice to Clauses 11.1 and 11.2 above, the contracting parties undertake to inform each other without delay of any risks of infringement and alleged cases of infringement which become known and to give each other the opportunity to counter such claims by mutual agreement.
§ 12 Manufacturing Documents and Aids
12.1 Samples, drawings or models provided by KNOBLOCH to the Supplier shall remain the property of KNOBLOCH and shall be returned without request. They are subject to copyright protection. The supplier expressly undertakes to use the items made available to him exclusively for the processing of an order by KNOBLOCH and not to make them available to third parties for inspection or other use or disposal without the written consent of KNOBLOCH. They shall be secured against unauthorized inspection or use. If the supplier fails to comply with this obligation, KNOBLOCH may demand their return at any time without prejudice to other rights, in particular a claim for damages. The supplier shall be liable for any loss or misuse of the items provided in accordance with the statutory provisions.
§ 13 Confidentiality
13.1 The contents of any communication between KNOBLOCH and the Supplier shall be treated confidentially. Each party shall treat as confidential all documents, information and data (hereinafter collectively referred to as “Information”) which become accessible to it or otherwise come into its possession as its own trade secrets.
13.2 Upon request or after termination of the order or the business relationship, all information and items including all copies or reproductions shall be returned to KNOBLOCH without delay.
13.3 All rights to such information and objects shall remain with KNOBLOCH. The assertion of further claims shall remain unaffected.
13.4 This obligation shall not apply to information which is or becomes general and to which a further right of use exists, the disclosure of which the supplier has agreed to in writing, and to information which is demonstrably independently developed or otherwise lawfully obtained.
13.5 The confidentiality obligation shall remain in force even after the end of the business relationship.
13.6 In particular, each party shall:
– Make information and documents available only to those employees who need such information and documents to perform their duties.
– Ensure that the employees are obliged to treat the information and documents confidentially and that they disclose information and documents to third parties only with the prior written consent of the other party, which consent shall not be withheld without objective reason.
– Make public or otherwise disclose such information and documents to third parties only with the prior written consent of the other party, which consent shall not be withheld without objective reason.
13.7 If the information or documents must be disclosed to public authorities due to statutory regulation or official order for the purpose of obtaining approvals and permits, the parties shall do everything to ensure that the information or documents are also treated confidentially by such authorities.
13.8 Sub-suppliers shall be obliged accordingly.
13.9 The supplier may only advertise the business relationship with the prior written consent of KNOBLOCH.
§ 14 General Provisions
14.1 If one of the contracting parties ceases payment or if insolvency proceedings or out-of-court composition proceedings are filed against its assets, the other party shall be entitled to withdraw from the contract for the part not performed.
14.2 The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
14.3 KNOBLOCH’s registered office shall be the place of performance and jurisdiction.
14.4 Should any provision of these Terms and Conditions or of the further agreements made be invalid, the validity of the remainder of the contract shall not be affected thereby. The contracting parties undertake to replace the invalid provision with a legally valid provision that comes as close as possible to the economic intention of the invalid provision.
14.5 Amendments and supplements to this contract must be made in writing. This shall also apply to amendments to this written form clause. No verbal collateral agreements have been made.
Döbeln, april 2022