1. General
These terms and conditions of purchase shall apply to all orders placed by Gustav Klein GmbH & Co. KG. Deviating conditions of the supplier/service provider that have not been expressly recognized by Gustav Klein GmbH & Co. KG are not binding, even if GK has not expressly objected to them. Should our terms and conditions of purchase conflict, the relevant provisions of the German Civil Code (§§ 433 ff) and the German Commercial Code (§§ 343 ff) as well as the General Terms and Conditions Act shall apply. All legal transactions between GK and the supplier/service provider shall be governed exclusively by the laws of the Federal Republic of Germany.
2. Order and order confirmation
Orders must always be placed in writing and contain important information for us such as order number, GK item number (commodity code). This information shall be included on order confirmations and other correspondence. Orders and agreements made orally or by telephone are only binding if they have been confirmed in writing. For each order we require a written order confirmation. If no order confirmation is received within 10 days, we are entitled to revoke the order. Exceeding or falling short of quantities is not permitted without GK’s consent. Partial deliveries are possible, in which case the supplier shall bear the additional transport costs incurred. All materials such as drawings, technical descriptions and other intellectual property which we provide to the supplier/service provider for the execution of the order shall remain our property and may not be reproduced or made accessible to third parties without our express consent.
3. Prices
The agreed prices are fixed prices plus the applicable value added tax.
4. Delivery time and shipping
The agreed delivery times and deadlines are binding and are to be understood as arriving at the place of performance. Shipment is at the risk of the supplier. The costs of transport including packaging, insurance and other costs shall be borne by the Supplier, unless expressly agreed otherwise. As soon as the supplier can assume that the delivery cannot be made in whole or in part on the delivery date confirmed by him, he shall notify this in writing, stating the reasons and the expected delivery date. However, this notification does not release him from any obligations he may incur as a result of not meeting the original deadline.
5. Delivery
Each delivery shall be accompanied by a delivery bill containing details of our order, the item and the quantity. If we require proof of the country of origin, this must be provided with all the necessary details and duly signed. When software is delivered that has been individually created for us, the program must always also be delivered in the source format. Unless otherwise agreed, the risk of loss shall not pass to GK until the ordered goods are accepted at the GK factory premises.
6. Packing
The goods are to be packed in such a way that transport damage is excluded. Packaging materials are to be used only to the extent necessary for this purpose.
7. Invoicing and payment
Invoices are to be sent electronically, stating the order and goods number (mail address: erp@gustav-klein.com). Invoices must comply with the requirements of current tax laws, in particular the Value Added Tax Act. An invoice can be due for payment at the earliest after receipt of the goods. In the case of early deliveries, the due date shall be based on the agreed delivery date. If there is no separate agreement on payment terms, we shall make payments as follows: 14 days after performance and receipt of invoice with 3% discount or 30 days without discount. The payment is considered made on the day when our bank contains the transfer order. Payment does not automatically imply acceptance of the delivery or service as being in conformity with the contract or free of defects. Without our express consent, any assignment of claims against us to third parties is excluded.
8. Environmental protection and occupational safety
Deliveries and services must comply with environmental and labor regulations. For this purpose, corresponding specifications and, if applicable, safety data sheets are to be provided with the offer or with the delivery bill.
9. Information obligation of the supplier
Prior to changes in the manufacturing, testing, quality assurance procedures and specification which affect the application properties (e.g. dimensions, electrical and physical parameters, reliability, service life, environmental compatibility, safety) of the product, the Supplier shall notify the Purchaser in good time so that the Purchaser can check whether the changes may have an adverse effect. If the Supplier detects an increase in the deviations of the product (quality drops), it shall inform the Purchaser thereof and about planned remedial measures without undue delay.
10. Defect and warranty
The incoming goods inspection is only carried out with regard to externally visible damage and deviations. Defects shall be notified as soon as they are discovered in the ordinary course of business. You waive the objection of late notice of defects. The supplier’s warranty obligation shall be governed by the statutory provisions. Defective deliveries shall be replaced immediately by deliveries free of defects and defective services shall be repeated. In the event of defective delivery or performance, we may, at our discretion, replace the goods free of charge, grant a price reduction in accordance with statutory provisions or, after setting a reasonable grace period, withdraw from the contract and claim additional damages in each case. In urgent cases, we are entitled, after your prior notification and expiry of a short grace period appropriate to the situation, to remedy the defects ourselves at your expense or to have them remedied by a third party or to procure replacements elsewhere. You shall be liable for replacement deliveries and rectification work to the same extent as for the original delivery item, i.e. also for transport, travel and labor costs, without limitation hereof. The warranty period for the replacement delivery begins at the earliest on the day of arrival of the replacement delivery. The supplier is obliged to reimburse reasonable costs for a recall action based on product liability law. A notification and statement will be made by us to the supplier as soon as possible beforehand.
11. Property rights of third parties
You shall indemnify us against all claims asserted against us by third parties – irrespective of the legal grounds – on account of a material or legal defect or any other defect in a product supplied by you, and shall reimburse us for the costs of our legal action in this respect.
12. Confidentiality
You are obliged to treat as confidential all commercial and technical details which are not in the public domain and which become known to you through the business relationship and not to pass them on to third parties. Drawings, drafts, samples, manufacturing specifications, internal company data, etc., which we have provided to you for the purpose of preparing a quotation or manufacturing an order, shall remain our property and may not be reproduced or disclosed to third parties without our consent.
13. Data protection
We would like to point out that personal data provided will be processed and stored in accordance with the legal provisions (EU Data Protection Regulation – DSGVO).
14. Code of Conduct
We expect our suppliers to comply with the principles of the GK Code of Conduct or to apply equivalent codes of conduct. We also encourage you to enforce the contents of the GK Code of Conduct in your supply chains.
We reserve the right to check the application of the Code of Conduct at suppliers systematically as well as on an ad hoc basis. This can take the form of questionnaires, assessments or audits.
15. Miscellaneous
The place of performance is the delivery address stated in each case. The place of jurisdiction for both parties shall be the local court or district court having jurisdiction at the registered office of the Purchaser; in addition, we shall be entitled to choose the general place of jurisdiction of the Supplier. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Should individual clauses of these General Terms and Conditions of Purchase be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.
Schongau, 24.05.2022/ne
