GENERAL PURCHASING CONDITIONS OF MAX KNOBLOCH NACHF. GMBH
§ 1 Scope
1.1. The legal relationships between Max Knobloch Nachf. GmbH, Döbeln – hereinafter referred to as MK – and the supplier are based exclusively on these General Purchasing Conditions (AEB) and any other agreements. The contract is concluded exclusively on the basis of our AEB. These apply to all of our – also future inquiries and orders, as well as for all – also future – supply contracts and other agreements concluded with the supplier that are made with the supplier in connection with orders.
1.2 General terms and conditions of the supplier which contradict or deviate from our purchasing conditions shall not apply even if they have not been expressly contradicted in individual cases. Any conditions of the supplier are hereby also contradicted in the event that they are sent to us in a confirmation letter or other way or we accept the delivery or service of the supplier without contradicting the conditions of the supplier again.
1.3 Deviations from these AEB are only effective if MK confirms them in writing.
§ 2 Inquiries
Inquiries from MK are non-binding. If the supplier deviates from this request in his offer, he must expressly point this out. The supplier is bound to his offer 4 weeks or longer after MK has received the offer. MK cannot grant any remuneration for visits, drawings and the like without express written agreement. Offers made by the supplier are free of charge and non-binding for MK, even if they have been issued on MK’s request.
§ 3 Orders
3.1 Orders, delivery schedules as well as their changes and additions are made in writing, by fax or electronically.
3.2 The supplier must immediately confirm each order in writing. If the supplier does not accept the order within 2 weeks of receipt, MK is entitled to withdraw. Delivery schedules are also binding if the supplier does not object to MK within 48 hours of their receipt.
3.3 MK is entitled to demand reasonable changes in the design and execution of the delivery item from the supplier at any time. The contractual partners will agree on their effects in a corresponding written supplementary agreement.
§ 4 Place of Performance
The place of performance for all mutual services and deliveries is the agreed receiving point. If no receiving point is identified separately, the address of the client applies (see also point 14.3).
§ 5 Deliveries
5.1 Unless otherwise agreed, the delivery dates and deadlines specified in the order are binding. The decisive factor for compliance with the delivery date or the delivery period is the receipt of the goods at the place of performance (point 4). Unless “free work” delivery is agreed anyway, the supplier must provide the goods in good time, taking into account the usual time for loading and shipping. In the case of call orders, MK determines the scope and time of the individual calls.
5.2 Deliveries are to be processed according to instructions from MK. The scope of the supplier’s obligation to perform arises from the specifications and service descriptions transmitted when the contract was concluded, if any, from the information in the supplier’s offers and brochures. The goods are to be packed properly. Documents relating to the delivery must be connected.
5.3 The risk of dispatch is borne by the supplier until delivery at the place of performance (point 4). Insurance of the delivery against transport and / or other damage can only be undertaken at MK’s expense if this has been expressly agreed.
5.4 The agreed delivery and service dates must be strictly adhered to. Partial deliveries may only be carried out with the express consent of MK. Unless otherwise agreed, delivery times begin with the date of the order by MK. If the agreed delivery dates are not met, the supplier is not required to notify the MK for the resulting damage. In this case, MK is also entitled to withdraw from the contract and to claim damages for non-performance. The unconditional acceptance of late delivery or service does not constitute a waiver of any rights due to the delivery or service time being exceeded.
5.5 If, after conclusion of the contract, the supplier is likely to or is in fact unable to comply with the agreed delivery time due to operational disruptions, a lack of raw products, semi-finished products or as a result of force majeure, he must notify MK immediately and in any case in good time that MK agrees to the agreed Can otherwise cover the delivery date. If this notification is omitted or is delayed, the supplier is liable for any delays and their consequences.
5.6 In the event of a delay in delivery, MK is entitled to charge a flat rate of damage of 0.2% of the order value per day, up to a maximum of 10% of the order value, unless the supplier can prove that MK has incurred less damage in individual cases , The assertion of further damage caused by delay remains reserved.
5.7 In the event of delivery outside the agreed delivery period, all storage costs incurred must be borne by the supplier.
§ 6 Prices and Terms of Payment
6.1 The price shown in the order is binding. Unless otherwise agreed, delivery is free to the place of use specified by MK, including freight, packaging and incidental costs. The return of the packaging requires a special agreement.
6.2 Payment is made after the goods have been received in accordance with the contract and the proper and verifiable invoices have been received within 14 days with a 3% discount or up to 30 days net. Deviating individual agreements require the written form. If early deliveries are accepted, the due date is based on the agreed delivery date.
6.3 Payments are made by bank transfer, cash or check.
6.4 In the event of defective deliveries, MK is entitled to withhold payment pro rata until proper subsequent performance without loss of discounts, discounts or similar payment benefits.
6.5 The assignment of the claim against MK and its transfer to third parties require the prior written consent of MK, which MK will not unreasonably refuse. This does not apply to the assignment as part of an extended reservation of title, which MK already generally agrees to.
§ 7 Quality and Documentation
7.1 The supplier must comply with the recognized rules of technology and the agreed technical data for his deliveries. Changes to the delivery item require the prior written consent of MK.
7.2 The supplier undertakes to comply with the relevant standards, laws and other safety regulations for the delivery items. He must release MK from all public and private law claims arising from a violation of these regulations.
§ 8 Notification of Defects
8.1 Defects in the delivery, which MK determines in the course of a normal course of business at the start of processing or use of the goods, MK will immediately notify the supplier in writing and assert his rights to defects in accordance with § 437 BGB. In this respect, the supplier waives the objection of late notification of defects.
8.2 Within the framework of the statutory provisions, the supplier gives a full guarantee for the delivered goods. His liability also extends to consequential damage. Costs that arise from improper delivery are borne by the supplier. If sample pieces have been agreed and made available, the properties of the sample are considered as guaranteed. The delivered goods must conform to the sample. Payment of the purchase price by MK does not include the waiver of the notice of defects and the objection to improper delivery or defective goods.
§ 9 Claims for Defects
9.1 In the event of delivery of defective goods by the supplier, the supplier must be given the opportunity to sort them out or improve them, unless this is unreasonable for MK. If the supplier is unable to do this or does not comply immediately, MK can withdraw from the contract and demand compensation for non-performance and send the goods back at the risk of the supplier. The supplier bears the resulting costs. If the same goods are repeatedly defective, MK is entitled to rescind the delivery if the delivery is not fulfilled, after a written warning, if the delivery is defective again.
9.2 The guarantee ends at the end of 36 months after MK has fulfilled the order. Recourse claims by MK against the supplier due to material defect claims acc. Sections 478, 479, 633 BGB remain unaffected.
9.3 Unless otherwise stipulated in the foregoing, the warranty claims are based on the statutory provisions. Quality guarantees must be expressly designated as such in writing.
§ 10 Liability
10.1 Unless another liability provision has been made elsewhere in these conditions, the supplier is obliged to compensate for the damage that MK incurs directly or indirectly as a result of a defective delivery, due to violation of official safety regulations or for any other legal reasons attributable to the supplier.
10.2 The obligation to pay compensation is generally only given if the supplier is at fault for the damage caused by him.
10.3 If third parties assert claims based on fault-independent liability based on the performance of the supplier and which could also be asserted against the supplier by the third party, this MK releases internally to the extent that it would also be directly liable to the third party. The principles of Section 254 of the German Civil Code apply accordingly to compensation for damages between MK and the supplier. This also applies in the event of a direct claim against the supplier.
10.4 The obligation to pay compensation is excluded insofar as MK has effectively limited its liability towards its customers. MK endeavors to agree liability limitations to the benefit of the supplier to the extent permitted by law.
10.5 The supplier is liable for measures to prevent damage (e.g. recall campaigns) insofar as he is legally obliged to do so.
10.6 If MK wishes to make use of the supplier in accordance with the above regulations, MK will inform and consult the supplier immediately and comprehensively. He must be given the opportunity to investigate the damage event. The contractual partners will agree on the measures to be taken, particularly in the case of settlement negotiations.
10.7 The supplier undertakes to maintain product liability insurance to a reasonable extent; If the supplier does not have sufficient insurance, MK’s further claims for damages remain unaffected.
§ 11 Property Rights
11.1 The supplier is liable for all claims that arise from the violation of property right registrations (property rights) when the delivery items are used in accordance with the contract.
11.2 The supplier releases MK and its customers from all claims arising from the use of such property rights.
11.3 This does not apply insofar as the supplier has manufactured the delivery items according to drawings, models or other equivalent descriptions or information provided by MK and does not know or need not know in connection with the products developed by him that property rights are being violated.
11.4 At MK’s request, the supplier will notify the use of published and unpublished proprietary and licensed property rights and property right registrations on the delivery items.
11.5 Without prejudice to the above no. 11.1 and 11.2, the contracting parties undertake to inform themselves immediately of any known risk of injury and alleged cases of injury and to give themselves the opportunity to mutually counter such claims.
§ 12 Manufacturing Documents and Aids
Samples, drawings or models that MK makes available to the supplier remain the property of MK and must be returned without being requested. They are subject to copyright protection. The supplier expressly undertakes to use the objects made available to him exclusively for the processing of an order by MK and not to pass them on to third parties for inspection, use or disposal without the written approval of MK. The supplier is liable for any loss or misuse of the items provided in accordance with the statutory provisions.
§ 13 Confidentiality
13.1 The contractual partners undertake to treat all non-obvious commercial and technical details that become known to you through the business relationship as a business secret.
13.2 Subcontractors are obliged accordingly.
13.3 The supplier may only advertise the business relationship with the prior written consent of MK.
§ 14 General Provisions
14.1 If one contractual partner ceases payment or if insolvency proceedings or out-of-court settlement proceedings are applied for, the other party is entitled to withdraw from the contract for the unfulfilled part.
14.2 Should a provision of these conditions or the other agreements made be ineffective, the validity of the contract will not be affected. The contractual partners undertake to replace the ineffective provision with a legally effective one that comes as close as possible to what is economically intended.
14.3 MK’s registered office is the place of performance and jurisdiction.
14.4 The law of the Federal Republic of Germany applies exclusively. The application of the UN Convention of April 11, 1980 on contracts for the international sale of goods (CISG) is excluded.