General Terms and Conditions of Purchase
1. General / Scope of Application
1.1 These General Terms and Conditions of Purchase (hereinafter referred to as the "Terms and Conditions") apply to all business relationships with our business partners and suppliers (hereinafter referred to as the "Supplier"). They form the sole basis of all contracts, agreements and quotations unless expressly agreed otherwise in writing.
1.2 Any agreements made individually with the Supplier will, in any event, take precedence over these Terms and Conditions. Subject to any evidence to the contrary, a written contract or our written confirmation will be sufficient evidence of the content of such agreements.
1.3 The Supplier’s terms and conditions of delivery and any deviating agreements will only become part of this contract if we have expressly consented to them. This requirement of consent will also apply if we accept deliveries without reservation despite being aware of the Supplier’s terms and conditions of delivery.
1.4 Unless otherwise agreed, these Terms and Conditions apply as a framework agreement in the version valid at the time that an order is placed and to similar contracts in the future without it being necessary for us to make reference to them again in each individual case.
1.5 Upon acceptance of the order, but at the latest at the start of its execution, the Supplier acknowledges the exclusive validity of these Terms and Conditions.
2.1 The nature of the goods and the qualities and quantities offered in the Supplier's quotation must be exactly the same as in our request for a quotation. If there are any differences to our request, the Supplier must expressly draw attention to them. Quotations must be submitted free of charge.
3. Order / Conclusion of Contract / Amendment of Contract
3.1 Any legally significant declarations or notices by the Supplier in relation to the contract must be recorded in writing, i.e. in written form or "text form" (e.g. letter or e-mail). Our orders are deemed binding at the earliest upon written submission or confirmation.
3.2 If Kugel- und Rollenlagerwerk Leipzig GmbH remains silent on suggestions, demands or evidence presented by the Supplier, this will under no circumstance amount to approval of same unless expressly agreed otherwise in writing.
3.3 The Supplier must confirm our order in writing within a period of one week (acceptance). Confirmation of acceptance received after that time will be considered a new quotation and will require acceptance by us. Unless the Supplier objects to an order, it will become binding at the latest 10 working days from receipt. Working days means the weekdays from Monday through Friday.
3.4 All order confirmations, delivery documents and invoices must show our order number, the article number, delivery quantity and delivery address. If any of this information is missing and this leads to a delay in our normal processing, the payment deadlines will be extended by the length of the delay.
3.5 Where the Supplier may be reasonably expected to accept such changes, we may also change our order after the conclusion of the contract. In the event of a contract amendment, due regard must be paid to the consequences for both parties - in particular with regard to delivery dates and increases or decreases in costs.
3.6 The Supplier may only delegate work to subcontractors if it has obtained Kugel- und Rollenlagerwerk Leipzig GmbH's prior consent.
4. Terms of Delivery / Delivery Times / Delays in Delivery
4.1 The delivery date stated in the order is binding. If the Supplier wishes to deliver early or in installments, it must first obtain Kugel- und Rollenlagerwerk Leipzig GmbH’s express consent. The scope of delivery is determined by the order placed.
4.2 Delivery by the Supplier is DPU (Incoterms 2020), including packaging, at the place of performance named by us. Where no place of performance is specified, delivery will be at the headquarters of Kugel- und Rollenlagerwerk Leipzig GmbH.
4.3 The Supplier must send us a written ASN (advance shipping notice) for each delivery. This must be done at the latest at the time that it dispatches its shipment.
4.4 A delivery note with all order-relevant data (order number, order item, order date, article number/description and quantity) must be enclosed with each shipment.
4.5 The Supplier is only permitted to make short deliveries or deliver in excess of the quantity ordered if this has been agreed with us in advance.
4.6 The Supplier must inform Kugel- und Rollenlagerwerk Leipzig GmbH immediately in writing if it becomes apparent that delivery will be late. The Supplier must inform us, without request, of the reasons for and the expected duration of the delay in delivery.
4.7 The Supplier will be exclusively liable for any damage caused by non-compliance with the delivery time as well as for any increase in handling costs incurred for the same reason (e.g. express freight, costs for special transports, etc.).
4.8 If the Supplier fails to deliver on time, Kugel- und Rollenlagerwerk Leipzig GmbH is entitled to demand a penalty of 0.5% per week or part thereof, but no more than 5% of the total order value as from the time of default. No proof of damage is required. We reserve the right to provide evidence that we suffered damage in a higher amount. The Supplier may provide evidence that we did not suffer any damage or that the damage suffered was in a lower amount.
4.9 If the Supplier is prevented from making delivery for a longer period of time, Kugel- und Rollenlagerwerk Leipzig GmbH will be entitled to rescind all or some of the unperformed part of the contract. This also applies where the Supplier's financial situation has deteriorated significantly, a provisional insolvency administrator has been appointed in respect of it or insolvency proceedings have been opened against it. If the Supplier is affected by any of the above events, it will, to the best of its ability, assist us in relocating the production of the delivery item to us or to a third party. In addition, it will assist us in obtaining licenses on terms customary in the industry for the intellectual property rights required in production.
5.1 Suitable packaging which has been approved by us and an appropriate means of transport must be used to protect the goods against damage.
5.2 For deliveries from outside EU territory, only wood that has received phytosanitary treatment pursuant to ISPM15 may be used. It must be marked with the official ISPM15 stamp.
6. Prices / Terms of Payment
6.1 The prices stated in the order are fixed prices and binding. The prices are quoted inclusive of statutory value added tax.
6.2 Unless agreed otherwise in an individual case, prices cover all of the Supplier's products and ancillary services (e.g. assembly, installation) and all ancillary costs (e.g. proper packaging, freight, including any freight and liability insurance).
6.3 The agreed price is due in full within 30 calendar days from delivery and receipt of a proper invoice. If we make payment within 14 days, the Supplier will grant us a 3% discount on the net amount of the invoice. However, the payment or discount period does not commence until the contract has been duly performed in full. This also includes, if necessary, the receipt of documentation, test certificates (e.g. factory certificates) and similar documents. In the case of bank transfers, payment is considered timely if our bank receives our transfer order before the expiry of the payment deadline; we accept no responsibility for delays caused by the banks involved in the payment process.
6.4 We will not be liable for statutory interest payable from the due date (Fälligkeitszinsen). Should we be in default of payment, the statutory provisions will apply.
6.5 Invoices submitted by the Supplier must show the order number, order item, order date, article number/description, delivery quantity, unit price and total price. The individual price components (e.g. material surcharges, tool costs, lump-sum charges, any agreed freight / packaging costs, etc.) must be shown separately.
6.6 Kugel- und Rollenlagerwerk Leipzig GmbH will only be in default of payment if the Supplier has sent it an express reminder in writing after the due date.
6.7 We will be entitled to the full range of statutory set-off and retention rights. We reserve the right to plead non-performance as a defense. We will be entitled in particular to retain payments that are due for as long as we have any claims against the Supplier for incomplete or defective work.
6.8 The Supplier will be entitled to exercise a right of set-off or a right of retention in respect of counterclaims that are nonappealable or undisputed.
6.9 The Supplier is not entitled to assign receivables due to it from Kugel- und Rollenlagerwerk Leipzig GmbH or to have them collected by a third party without our prior written consent.
6.10 All invoices must be sent to the following e-mail address: firstname.lastname@example.org.
6.11 The use of any other e-mail addresses by the Supplier will be at its own expense and not cause Kugel- und Rollenlagerwerk Leipzig GmbH to be in default of payment.
6.12 Payment of the Supplier's invoice does not constitute acknowledgment on our part that the delivery is in conformity with the contract. All payments made by us are made subject to our right to bring subsequent claims. They do not constitute a waiver of any claims for defective performance based on warranty or for damages.
7. Quality / Liability for Defects / Notification of Defects / Warranty
7.1 The Supplier will ensure that its goods and services comply with recognized technical standards, safety regulations and the agreed technical data. It will ensure that it applies the version of the standards in effect from time to time.
7.2 If a manufacturer's declaration or a declaration of conformity (CE) within the meaning of the EC Machinery Directive is required for the product, the Supplier must prepare this and make it available at its own expense immediately upon request.
7.3 The Supplier warrants that all products delivered are free from defects, comply with the order and the order specifications and that they are suitable for their intended use.
7.4 Notwithstanding the foregoing § 442 (1) sentence 2 of the German Civil Code, we will still have an unrestricted right to assert warranty claims if, due to gross negligence, we failed to recognize a defect at the time that the contract was concluded.
7.5 Our examination of incoming goods includes an examination of the delivered goods for any externally visible differences in quality or quantity within a reasonable period of time. Where an acceptance inspection has been agreed, we are under no duty to examine the goods upon delivery. Any defects discovered during our examination of incoming goods will be reported immediately. We will notify the Supplier of any defects that are not externally visible as soon as they are detected in the ordinary course of business. To this extent, the Supplier waives the right to plead as a defense that Kugel- und Rollenlagerwerk Leipzig GmbH failed to give timely notice of defects.
7.6 If the item delivered is defective, Kugel- und Rollenlagerwerk Leipzig GmbH's claims will be governed by the statutory provisions unless these Terms and Conditions provide otherwise. Kugel- und Rollenlagerwerk Leipzig GmbH may demand that the Supplier remedy the defect by repairing or replacing the defective item free of charge. Where its operational safety is endangered or there is a risk of unusually large damage or where it needs to maintain its ability to supply its customers, Kugel- und Rollenlagerwerk Leipzig GmbH may, after informing the Supplier, remedy the defect itself or have this done by a third party. Any resulting costs must be borne by the Supplier. Furthermore, in the event of a defect in quality or title, we will be entitled to reduce the purchase price or to rescind the contract in accordance with the statutory provisions. In addition, we will be entitled to damages and reimbursement of expenses in accordance with the statutory provisions.
7.7 Where rejected goods are returned, this will be at the expense of the Supplier.
8. Limitation Period
8.1 The parties' reciprocal claims against one another will become statute-barred in accordance with the statutory provisions unless otherwise provided below.
8.2 Notwithstanding § 438(1) no. 3 of the German Civil Code, the general period of limitation for claims for defects in quality is 3 years from the passing of risk. Where the parties have agreed on an acceptance inspection, the limitation period begins upon acceptance. The three-year limitation period also applies accordingly to claims arising from defects in title; however, the statutory period of limitation will continue to apply in the case of third-party restitution claims based on rights in rem (§ 438(1) no. 1 of the German Civil Code). Furthermore, claims arising from defects in title will not under any circumstances become time-barred where a third party would - in particular in the absence of a limitation period - still be entitled to assert such claims against us.
8.3 The limitation periods that apply in sale of goods law, including the above extension, apply - to the extent provided by law - to all contractual claims for defects. Where we are also entitled to damages in tort due to a defect, the normal statutory limitation period (§§ 195, 199 of the German Civil Code) will apply unless the application of the limitation periods contained in sale of goods law would lead to a longer limitation period in an individual case.
8.4 Where Kugel- und Rollenlagerwerk Leipzig GmbH is unable to use the products or any part of them because of defects or because the defects are being remedied, the warranty period will be extended by the duration of such interruption to use.
8.5 Where products or parts thereof have been repaired or replaced, the warranty period begins anew as from the time of the rectification.
9. Confidentiality / Retention of Title / Free-Issue Materials
9.1 Both parties undertake to keep all information from the cooperation strictly confidential unless it is publicly known, was lawfully received from a third party or was independently developed by a third party. Protected information includes, but is not limited to technical data, purchase quantities, prices as well as information about products and product developments, information about current and future development projects, and all company data belonging to the other party. Furthermore, the Supplier undertakes to keep confidential all drawings, documents, knowledge, samples, means of production, models and data carriers and to disclose them to third parties only with the express consent of Kugel- und Rollenlagerwerk Leipzig GmbH.
9.2 Kugel- und Rollenlagerwerk Leipzig GmbH reserves title and all other rights to the information, illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents provided. Such documents may only be used for the performance of the contract and must be returned to us after its termination. The Supplier will be liable for any loss or damage to them or if they are misused. If the Supplier wishes to reproduce the documents, it must first obtain Kugel- und Rollenlagerwerk Leipzig GmbH’s express written consent.
9.3 The above provision will apply accordingly to substances and materials (e.g. finished and semi-finished products), as well as to tools, templates, samples and other items which we provide to the Supplier for production purposes. Such items must be stored separately at the Supplier's expense and reasonably protected against loss and destruction.
9.4 If the free-issue materials that we provide are processed, commingled or subject to accession ("downstream processing") by the Supplier, it will be deemed to be doing so on our behalf. The same applies if the goods delivered are subject to downstream processing by us so that we are considered the manufacturer and acquire ownership of the product in accordance with the statutory provisions at the latest at the time of downstream processing.
9.5 The Supplier will not be entitled to a right of retention, regardless of the reason, in respect of the free-issue materials provided.
9.6 The free-issue materials may only be used for their intended purpose. The Supplier must examine incoming free-issue materials upon receipt to ensure that they are in good order and must inform Kugel- und Rollenlagerwerk Leipzig GmbH of the results of such examination.
9.7 Ownership of the goods must be transferred to us unconditionally and regardless of payment of the purchase price. If we should, however, in a given case accept an offer to transfer ownership from the Supplier that is conditional upon our payment of the purchase price, the Supplier’s reservation of title will extinguish at the very latest upon our payment of the purchase price. We may resell the goods in the ordinary course of business even prior to the payment of the purchase price and then assign the resulting claim. Accordingly, we exclude any other kind of retention of title clause, including, but not limited to an extended retention of title clause, an accession clause and an all-sums clause.
10. Goods for Use in Contract Manufacturing
10.1 Any goods received by the Supplier for contract manufacturing must be checked immediately upon receipt to detect obvious defects in quality, to ascertain whether they are the correct goods, to identify any shortfalls and to determine if any transport damage has occurred. The Supplier must notify Kugel- und Rollenlagerwerk Leipzig GmbH immediately if it has any complaints in respect of such goods. The Supplier may, in contract manufacturing, only use and process goods that are in perfect condition.
10.2 Such goods must be clearly marked as the property of Kugel- und Rollenlagerwerk Leipzig GmbH at the Supplier's premises immediately after handover and must be stored separately from similar or identical materials. They may only be used to carry out the order placed.
11. Final Provisions
11.1 The place of performance for all goods or services is the place of destination that we have specified.
11.2 The contractual relationship is governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. The courts of Leipzig have exclusive jurisdiction. However, Kugel- und Rollenlagerwerk Leipzig GmbH reserves the right to bring an action before any other court having jurisdiction.
11.3 In the event that one or more of the provisions of these Terms and Conditions is or becomes invalid, this will not affect the applicability of the remaining provisions or the validity of the contract itself.