General terms and conditions of purchase of KRAHNEN GmbH
1. General / scope
- 1.1 All deliveries, services and offers are made exclusively on the basis of the following terms and conditions of purchase. These are the basis for all offers and agreements and are deemed to be recognized by placing an order or accepting delivery for the duration of the entire business relationship. Conditions of the supplier / manufacturer that contradict or deviate from these purchasing conditions are not recognized unless the company KRAHNEN GmbH - hereinafter: KRAHNEN - expressly agrees to their validity in writing. They also apply to all future deliveries / services by the supplier / manufacturer, even if they are not separately agreed again.
- 1.2 Conditions of the supplier / manufacturer that contradict or deviate from these purchasing conditions do not apply, even if KRAHNEN does not separately object to their validity in individual cases and / or accepts the delivery without reservation.
- 1.3 These terms and conditions of purchase apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310, Paragraph 1 of the German Civil Code (BGB).
- 1.4 All agreements between KRAHNEN and the supplier / manufacturer must be made in writing with a handwritten signature by a person authorized to represent. Delivery requests can only be made in writing or by remote data transmission. Verbal agreements outside of this contract are not concluded. KRAHNEN employees are not authorized to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract or change it.
- 1.5 If a quality assurance agreement and / or other contractual agreements should be concluded in addition, their regulations take precedence over these purchasing conditions in case of doubt.
2. Orders / prices / terms of payment
- 2.1 Only written orders are binding for KRAHNEN. Unless the orders by KRAHNEN expressly contain a binding period, KRAHNEN is bound by this for 3 days. Delivery schedules become binding at the latest if the supplier does not object within 1 week.
- 2.2 The information provided by KRAHNEN in the orders and requests for information on type, quality, dimensions, weight, number of items, scope, etc. are binding and must be strictly adhered to by the supplier / manufacturer. Deviations from this are only binding with the prior written consent of KRAHNEN.
- 2.3 The prices agreed with KRAHNEN are fixed prices and are free delivery to KRAHNEN or to a receiving point named by KRAHNEN, including all other costs plus statutory sales tax.
- 2.4 Unless otherwise agreed, payment is made within 14 days with a 3% discount or after 30 days net.
- 2.5 The period begins with receipt of a proper and verifiable invoice, but not before receipt of the contractual service and, if documentation or other documents are part of the scope of services, not before they are made available in accordance with the contract. If early deliveries are accepted, the period begins with the agreed delivery date at the earliest. The choice of the means of payment (e.g. check or bill of exchange) is left to KRAHNEN. Invoices are to be submitted stating the supplier address, order number, delivery note number of the supplier, KRAHNEN commission number, number of items and unit price as well as the amount per delivery. In the event of default in payment, KRAHNEN owes default interest in the amount of 5 percentage points above the base rate in accordance with Section 247 of the German Civil Code (BGB).
- 2.6 The supplier / manufacturer is not entitled to assign claims against KRAHNEN or to have them collected by third parties. The regulation of § 354 a HGB remains unaffected. KRAHNEN is entitled to set-off and retention rights to the extent permitted by law. In particular, KRAHNEN may offset claims of the supplier / manufacturer against debit notes or credit notes.
3. Type and scope of delivery / delivery times
- 3.1 The delivery dates and deadlines specified by KRAHNEN in the order or in the delivery plan / call are binding and must be adhered to. Receipt of the goods by KRAHNEN is decisive for compliance with the delivery date or the delivery period. If delivery "free domicile" has not been agreed, the supplier / manufacturer must provide the goods in good time, taking into account the usual time for loading and shipping, and inform KRAHNEN of this in writing without delay.
- 3.2 In the case of a call order or a delivery plan, the goods must be delivered or manufactured in accordance with the call on the basis of the delivery plan.
- 3.3 The supplier / manufacturer is obliged to inform KRAHNEN immediately in writing, stating the reasons, if circumstances arise or become apparent that lead or could lead to a delayed delivery or a reduction in the agreed quality. The supplier / manufacturer can only invoke causes of a delay for which he is not responsible if he has properly complied with the notification obligation.
- 3.4 In the event of default, KRAHNEN is entitled to demand a contractual penalty from the supplier / manufacturer. This amounts to 0.5% for each commenced week of the delay, but in total a maximum of 5% of the total value of the order. The statutory claims for default to which KRAHNEN is entitled shall not be affected by the agreement of a contractual penalty or its assertion. Paid contractual penalties will be offset against claims for damages. The contractual penalty can be asserted up to the payment of the delayed goods, even if KRAHNEN did not reserve the right to assert them at the time of delivery / acceptance.
- 3.5 Partial deliveries, excess or short deliveries are only permitted with the prior written consent of KRAHNEN. Within the framework of what is reasonable for the supplier / manufacturer, KRAHNEN can request changes to the delivery / service in terms of design and execution. In this case, proven additional costs incurred by KRAHNEN are to be compensated and proven lower costs are to be reimbursed to KRAHNEN.
4. Force Majeure
- Should KRAHNEN not be able to accept the delivery / services in accordance with the delivery schedule due to unforeseen events such as events of force majeure, industrial action, operational disruptions of any kind, decline in demand due to a reduction in purchase, which result in a reduction in consumption, KRAHNEN has the right to change the delivery schedule accordingly without the supplier / manufacturer being entitled to a claim for damages or the right to a price increase. In addition, KRAHNEN is entitled - without prejudice to other rights - to withdraw from the contract in whole or in part, provided that the aforementioned circumstances are not only of insignificant duration and result in a significant reduction in KRAHNEN's needs. In the event of force majeure, both contractual partners will try to inform each other immediately and adjust their obligations to the changed circumstances in good faith.
5. Transfer of risk / shipping
- 5.1 The supplier / manufacturer bears the risk of accidental loss and accidental deterioration, even if shipping has been agreed, until the goods are accepted by KRAHNEN at the agreed delivery location.
- 5.2 KRAHNEN reserves the right to separately stipulate the route and type of dispatch as well as the means of transport, the carrier and the type of packaging in advance. If a separate agreement has not been made on this, the most cost-effective type and volume of the goods to be transported as well as the type of dispatch and packaging appropriate to the distance must be selected. The shipment must be made in suitable packaging material that prevents damage to the goods. If reusable packaging is returned to the supplier / manufacturer carriage paid, KRAHNEN is entitled to a reimbursement in the amount of the value of the packaging.
- 5.3 Deliveries are to be insured against transport damage at the expense of the supplier / manufacturer until the goods are accepted by KRAHNEN. In the case of returns, the goods are sent at the risk of the supplier / manufacturer.
6. Retention of Title
- Any retention of title by the supplier / manufacturer for the delivered goods until the respective purchase price has been paid in full is recognized. An extended or extended reservation of title is not recognized and is excluded.
7. Production equipment / preliminary products
- 7.1 All models, samples, drawings, molds or tools that KRAHNEN provides for the execution of the order remain the property of KRAHNEN. Immediately after acceptance by the supplier / manufacturer, they must be clearly marked as the property of KRAHNEN and stored separately from similar or similar material. They are to be treated confidentially and may only be used to complete KRAHNEN's orders. The supplier expressly undertakes not to reproduce models, samples and drawings. After they have been used on behalf of KRAHNEN, they must be returned immediately and in full to KRAHNEN, including any leftover material. The same applies to all preliminary products made available by KRAHNEN to the supplier / manufacturer.
- 7.2 All parts manufactured by KRAHNEN according to information, drawings or models and / or protected under the statutory provisions of industrial property protection may only be delivered to KRAHNEN or made accessible to third parties without their consent.
- 7.3 Tools, molds, devices, models etc. manufactured and paid for on behalf of KRAHNEN shall become the property of KRAHNEN upon full payment. The transfer of ownership is replaced by the supplier / manufacturer storing the items for KRAHNEN free of charge with the diligence of a prudent businessman. Tools, molds, devices, models etc. that are no longer required may only be changed or scrapped by the supplier / manufacturer after express written approval by KRAHNEN.
- 7.4 KRAHNEN's means of production must be properly maintained, properly stored and insured against accidental loss or deterioration. The supplier / manufacturer bears the costs for this.
- 8.1 The supplier / manufacturer is obliged to use all samples, models, forms, images, drawings, calculations and other documents and information received in connection with a KRAHNEN order only for the intended contractual purpose and to keep them strictly confidential. Disclosure to third parties requires the express written consent of KRAHNEN. At the request of KRAHNEN, all of the aforementioned documents and information and items provided on loan must be returned to KRAHNEN immediately and in full or, at their option, destroyed.
- 8.2 This confidentiality obligation applies beyond the termination of the order or the business relationship and only expires when and to the extent that the manufacturing knowledge contained in the documents and information provided has become generally known.
- 8.3 The supplier / manufacturer may not advertise its business relationship with KRAHNEN without the prior written consent of KRAHNEN.
- 8.4 KRAHNEN expressly reserves ownership and all other rights, in particular all industrial property rights and copyrights and / or the right to register industrial property rights, to the documents and information provided by KRAHNEN. Duplications may only be made with the prior written consent of KRAHNEN. Copies become the property of KRAHNEN upon production.
9. Notification of defects
- Acceptance is subject to an examination for freedom from defects. If a quality assurance agreement regulates KRAHNEN's inspection and notification obligations, the provisions there apply. If this does not exist, KRAHNEN is obliged to examine the goods within a reasonable period of time. In the case of obvious defects, the complaint is timely if it is made within a period of 2 weeks from receipt of the goods or, in the case of hidden defects, within a period of 2 weeks from their discovery. The timely dispatch of the notification of defects is sufficient to meet the deadline.
10. Liability for defects / reimbursement of expenses / statute of limitations
- 10.1 If the delivery item is defective, KRAHNEN is entitled to the statutory claims for defects in full, unless otherwise stated in the following provisions. The KRAHNEN company is entitled to demand that the supplier / manufacturer rectify the defect or deliver a new item at its own discretion. The manufacturer / supplier has the right to refuse the type of supplementary performance chosen by KRAHNEN if the requirements of Section 439 (3) BGB are met. The right to compensation is expressly reserved.
- 10.2 In urgent cases, especially if operational safety is at risk, if there is a risk of unusually high damage or in order to maintain the ability of KRAHNEN to deliver to customers, KRAHNEN is entitled, after consultation with the supplier / manufacturer, to remedy the defect itself or to have it done by a third party at the supplier / manufacturer's expense.
- 10.3 Unless otherwise required by law, the supplier / manufacturer is liable for defects that occur within 36 months of receipt of the delivery by KRAHNEN or of acceptance. In the case of supplementary performance, the period is extended by the time in which the delivery item cannot be used in accordance with the contract. The same deadlines apply to supplementary performance. The limitation period for claims for defects occurs at the earliest two months after the customer's claims have been met. The suspension of expiry ends no later than 5 years after delivery to KRAHNEN. If a material defect appears within 6 months of the transfer of risk, it is assumed that the item was already defective at the time of transfer of risk, unless the assumption is incompatible with the type of item or the defect.
- 10.4 The supplier / manufacturer is liable for all damages and expenses incurred by KRAHNEN as a result of defects in the item, either directly or indirectly. In this case, those expenses are also liable to be reimbursed that arise for an incoming goods inspection that exceeds the usual scope. If a defective delivery has already been processed, the supplier / manufacturer is also obliged to reimburse the costs associated with dismantling and returning the defective parts.
- 10.5 The supplier / manufacturer shall reimburse the customers of KRAHNEN or KRAHNEN themselves for further expenses incurred in advance in connection with liability events for early damage reduction or defense, such as recall campaigns.
- 10.6 KRAHNEN reserves the right to recourse against the supplier / manufacturer if KRAHNEN takes back contractual items manufactured and / or sold due to the defectiveness of the parts supplied by the supplier / manufacturer or if the purchase price has been reduced against KRAHNEN for this reason or claims have been made against KRAHNEN in any other way . In this case, KRAHNEN does not need to set a separate deadline for the assertion of warranty rights.
11. Third party property rights / exemption
- The supplier / manufacturer is obliged to provide a delivery or service free of property rights of third parties. If KRAHNEN is nevertheless asserted in this way, the supplier / manufacturer is obliged to indemnify KRAHNEN from claims by third parties due to infringement of property rights. If KRAHNEN or its customers are prohibited from manufacturing and / or delivering due to an infringement of property rights, the supplier must compensate KRAHNEN for the resulting damage and, at its option, either acquire a license from the property right holder or take back the goods delivered. The supplier / manufacturer's obligation to indemnify relates to all costs and expenses that KRAHNEN incurs from or in connection with claims by third parties. The limitation period for these claims is 10 years. It begins with the delivery of the goods from which the indemnification obligation arises.
12. Product Liability
- 12.1 The supplier / manufacturer is liable for all claims made by third parties against KRAHNEN for personal injury or property damage that can be traced back to a defective product supplied by him. He is obliged to release KRAHNEN from the liability resulting therefrom. In cases of fault-based liability, however, this only applies if the supplier / manufacturer is at fault. If the cause of the damage is the responsibility of the supplier / manufacturer, he bears the burden of proof. In these cases, the supplier / manufacturer assumes all costs and expenses including the costs of any legal prosecution or recall campaign. Otherwise, the statutory provisions apply.
- 12.2 The supplier / manufacturer is obliged to maintain product liability insurance at its own expense with a coverage of at least € 3,000,000 (in words: three million euros), which also covers the risk of recall. At the request of KRAHNEN, he will provide a copy of the liability policy at any time.
13. Property Rights
- 13.1 The supplier / manufacturer guarantees that in connection with his delivery no property rights of third parties are infringed in countries of the European Union, North America or other countries in which he manufactures the products or has them manufactured.
- 13.2 The supplier / manufacturer is obliged to indemnify KRAHNEN from all claims that third parties make against KRAHNEN due to the infringement of industrial property rights mentioned in paragraph 1 and to reimburse all necessary expenses in connection with this claim. This claim exists regardless of any fault on the part of the supplier.
14. Spare parts
- 14.1 The supplier / manufacturer is obliged to keep spare parts for the products delivered to KRAHNEN for a period of at least 5 years after delivery, unless otherwise agreed in writing.
- 14.2 If the supplier / manufacturer intends to discontinue the production of spare parts for the products delivered to KRAHNEN, he will inform KRAHNEN of this immediately after the decision to discontinue. This decision must - subject to paragraph 1 - be made at least 12 months before production is discontinued.
15. Initial sampling
- If KRAHNEN requests an initial sample, series production may only begin once KRAHNEN has approved the sample in writing. Otherwise, the individual contractual agreements apply.
16. Disposal of old parts
- Tools, equipment, models, samples, drawings, molds and other old parts are to be returned to the KRAHNEN company or to be disposed of by the supplier at the expense of the supplier. Disposal may only take place with the express prior written consent of KRAHNEN.
17. Data protection
- KRAHNEN is entitled to electronically save and process all data on the contractual partner that are related to the business relationship for the purpose of contract implementation in compliance with the provisions of the Federal Data Protection Act.
18. Place of performance / place of jurisdiction / applicable law
- 18.1 The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is KRAHNEN's registered office in Cologne, Germany.
- 18.2 The contracts concluded between KRAHNEN and the supplier / manufacturer are subject to the law of the Federal Republic of Germany to the exclusion of the agreement on the international sale of goods.
- 18.3 The contract language is German. For customers who do not speak German, KRAHNEN can provide translations on request. The supplier bears the costs incurred for this. KRAHNEN does not accept any liability for the correctness of the content of the translation.
19. Hazardous, Environmental and Fire Safety Requirements
- Hazardous, environmental and fire safety requirements
(1) The contractual partner undertakes to comply with all safety and environmental regulations, in particular those from the ROHS 2011/65/EU and WEEE 2012/19/EU directives and the resulting national implementing laws as well as the Hazardous Substances Ordinance and the legal provisions referred to there, in the version current at the time of delivery of goods or provision of services. The contractual partner undertakes to only deliver goods or services to KRAHNEN GmbH that are free of prohibited halogens or halogen compounds. If the contractual partner is not able to do this, he must inform KRAHNEN GmbH immediately. If, according to the contractual agreement, chemicals or hazardous substances within the meaning of the Ordinance on Hazardous Substances are to be delivered, the contractual partner is obliged to make the EC safety data sheet (§14 GefStoffV) available before delivery without being asked.
(2) In accordance with the Machinery Ordinance, machines and technical work equipment must be delivered with operating instructions and an EC/EU declaration of conformity, and provided with a CE mark, if necessary. They must also comply with the standards listed in Lists A and B of the "General Administrative Regulations on the Act on Technical Work Equipment" as well as other rules with safety-related content.
(3) There is a strict ban on alcohol, drugs and smoking at KRAHNEN
Payment of the statutory minimum wage according to the Minimum Wage Act (MiLoG)
The contractor undertakes to pay his employees the statutory minimum wage and to oblige his subcontractors and other contractors employed by them accordingly. The contractor declares that he is not excluded from the award of public contracts. In the event that services or work are provided in the economic sectors or economic sectors mentioned in § 2a of the law to combat undeclared work and illegal employment, the following applies: The contractor is obliged to provide proof of payment of the minimum wage at any time at the request of the client by the contractor and, if applicable, his subcontractors for the period of the last two years relevant for the recording obligation according to § 17 MiLoG. This proof must be provided by submitting corresponding records of hours worked and the remuneration paid for them. Furthermore, the contractor will allow the client to inspect the relevant (anonymized) wage and salary lists at any time upon request. In the event of non-compliance with these obligations to provide evidence, a contractual penalty of EUR 10,000 per incident is forfeited. In the event of a claim against the client in this regard by third parties (§ 13 MiLoG, § 14 AEntG), the contractor will indemnify the client from all claims including legal defense costs upon first written request. If the contractor violates the regulations listed here, the client is entitled to terminate the contractual relationship extraordinarily without observing a period of notice. This also applies in the event of a breach of the agreed obligation to provide evidence by the contractor.
20. Final Provisions
- 19.1 Should a provision of these purchasing conditions and the other agreements made be or become ineffective, this shall not affect the validity of the rest of the contract. The contractual partners are obliged to replace the ineffective provision with a provision that comes as close as possible to its economic success.
- 19.2 Changes or additions to the contract must be made in writing. This also applies to changes to the written form clause. Oral side agreements were not made.
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Telephone: +49 (0)2 21 / 68 10 06
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