Hunold + Knoop Kunststofftechnik GmbH
hereinafter referred to as the “client”
For all deliveries of goods and services from the supplier to the Client.
As of April 2009
I. Conclusion of contract
These conditions shall become an exclusive part of the order. These purchasing conditions shall remain valid even if the Client accepts deliveries without reservation while aware conditions of the supplier which conflict with or deviate from these Conditions.
The supplier must confirm each order, along with a binding specification of the price and delivery date, by returning a legally-binding countersigned copy of our order. If we do not receive the confirmation within four working days, we have the right to cancel the order.
Orders and all related declarations and agreements are only binding if in writing. Additional or different Terms and Conditions of the supplier are only valid if they have been accepted by us in writing.
Within reason, the Client can ask the supplier for amendments to the contractual items in terms of construction and design. The resulting additional or reduced costs and the delivery date are to be amicably agreed upon.
II. Postage and packaging
The supplier is responsible for arranging the shipping and selecting the most favourable and appropriate transportation facility, unless agreed otherwise. The supplier shall pack, label and ship hazardous products in accordance with relevant national and international regulations.
In all cases, the transfer of risk shall not take place until after delivery of the goods at the agreed unloading location. This applies even if the freight costs are to be covered by the Client in accordance with a special agreement.
Our order and article numbers are to be quoted in all correspondence, delivery notes and invoices.
The obligation to accept returned packaging is defined by the provisions of law.
In the case of the delivery of raw materials, a certificate of analysis according to the valid specification agreement is to be provided with the delivery.
Two copies of the delivery note and the packaging slip are to be provided with the delivery. The order number, description of the materials, material number, batch number, VAT ID number, gross and net weight, number and type of packaging (disposable/reusable), unloading location and recipient of goods. Individual containers are to be identified with a description of the materials, material number, batch number, production date and net weight. If the supplier fails to provide these details, we cannot be held responsible for any production delays.
III. Prices, payment and payment conditions
The agreed prices are fixed prices and exclude subsequent charges of any kind. Packaging costs, transport, customs clearance and customs formalities are included in these prices.
Invoices not in accordance with contract apply from the date on which we receive the correction.
If the Client is satisfied that the delivered goods meet quality conditions, payment shall be made in each case within 14 days with a 3% discount or within 30 days net. The receipt of all of the delivered goods shall be regarded as the beginning of the payment period.
IV. Delivery dates, delays, force majeure
The agreed delivery dates are binding. The receipt of the goods at the agreed place of delivery shall be decisive for adherence to the scheduled dates.
If the supplier is unable to comply with the scheduled delivery date, the Client must be informed immediately in writing, stating the reasons and the expected duration of the delay.
Force majeure and strikes, lockouts, riots, government measures and any other events for which the Client is not responsible and unpredictable and serious events entitle the Client to postpone the fulfilment of the acceptance obligation for the duration of the hindrance plus an adequate preparation period. If it is untenable for the Client to continue with the contract, it is entitled to withdraw from the contract without incurring any costs. The supplier is not entitled to assert any claims for damages due to the postponement of the acceptance obligation or withdrawal by the Client.
In the event of delayed delivery, we are entitled to demand lump sum compensation amounting to 0.2% of the net order value per working day after the missed deadline, but no more than 10% of the net order value. Further legal claims (withdrawal and damages in place of performance) remain reserved. The supplier has the right to provide us with evidence that no or significantly lower damages have been incurred as a result of the delay. Further compensation claims remain unaffected.
If the goods are delivered before the scheduled delivery, the Client reserves the right to store the goods at the supplier’s expense or send them back. If an early delivery is not returned, the goods shall be stored on the Client’s premises at the expense and risk of the supplier until the delivery date. Only the agreed delivery date applies to the payment.
The Client shall only accept partial deliveries if expressly agreed in advance.
V. Declaration of origin
If the supplier makes a declaration about the origin of the goods sold, the following applies:
The supplier is obliged to facilitate the verification of certificates of origin by the customs authorities and to also provide the necessary information and any required confirmations.
The supplier is obliged to pay compensation for damages resulting from the fact that the declared origin is not recognised by the responsible authorities due to incorrect certification or if it is not possible to verify the certificate.
The supplier shall provide a certificate of manufacturing for semi-finished products and the origin of the goods. The involvement of subcontractors and/or changes to subcontractors requires the prior approval of the principal. If the goods originate from countries that are not members of the OECD, the supplier must notify the Client in writing during the bidding phase.
VI. Provision of materials, equipment and tools
The materials, apparatus and tools supplied for the service to be provided by the supplier shall remain the property of the Client. The supplier is required to handle the materials, apparatus and tools carefully and properly store them so they are protected from fire, water and storm damage and is also required to insure these items at replacement value.
Any materials, apparatus and tools, models, samples, drawings, standards, software and other media provided by the Client may only be passed on to third parties and used for other contractual purposes with the written consent of the Client, including after production.
The supplier agrees to enter the required data into the International Material Data System (IMDS) when making deliveries of production parts.
VIII. Liability for defects
The Client shall notify the supplier immediately in writing of defects in the delivery once they have been discovered during the normal course of business. In this regard, the supplier waives any defence of delayed notification of defects.
If Client informs the supplier that the product is defective, the parties hereby agree that the notification of defects is made correctly under application of the UN Convention on Contracts for the International Sale of Goods. The Client shall provide detailed explanations of the reasons why the goods cannot be used and shall provide these to the supplier within a reasonable period.
The supplier warrants that its products are free from defects, are of the agreed quality and in particular comply with the Client’s specifications and the codes of practice, and that they in particular comply with all applicable technical standards, codes, and the safety regulations applicable at the time of delivery and performance. Prior approval is generally required before changes are made.
The Client is entitled to the full statutory claims for defects, including claims for compensation and expenses. The respective valid notification of defects processing fee shall be charged for the processing of each individual notification of defects. The liability period for the non-defectiveness of repaired or newly delivered parts shall restart for the supplier in accordance with legal requirements.
If the supplier does not immediately respond to the request for repairs or a replacement delivery, no later than 10 working days after receipt of the request, or is unable to fulfil the request, the Client is entitled to withdraw from the contract and claim damages in place of performance and return the goods at the risk and expense of the supplier.
The Client is required to inspect the goods within a reasonable time for any quality or quantity discrepancies. After determining the defects, the Client shall immediately notify the supplier. If special circumstances do not necessitate a longer period, the notification shall be considered to have been made promptly if received by the supplier within 10 working days, calculated from the receipt of the goods or, in the case of hidden defects, when the defects are discovered. In this regard, the supplier waives any defence of late notification of defects.
In urgent cases, the Client can undertake possible repairs itself, have the repairs carried out by a third party or, if appropriate, procure non-defective contractual items from third parties within the necessary scope to fulfil its own delivery obligations. The necessary costs are to be covered by the supplier.
If an error is not discovered until after further processing of the contractual items despite the observation of § 8 1. of these Purchasing Conditions, the supplier is obliged to cover all costs associated with the replacement or repair of defective contractual items, in particular testing, transport, travel, labour and material costs.
The limitation period for warranty claims is generally 48 months after acceptance, unless expressly agreed otherwise in writing. It shall be extended accordingly if we are required to grant longer warranty periods by our customers. If the delivered products are used in a final product that is sold to a consumer, the Client is entitled to a recourse claim in the event of a claim by its customer on the basis of §§ 478 and 479 BGB with the corresponding application of these provisions. §§ 478 and 479 BGB apply correspondingly to the scope, content and time-barring of actions.
Unless stipulated otherwise above, the warranty is otherwise governed by the statutory provisions.
IX. Product liability and liability insurance cover
If the supplier is responsible for damage to the product, it is obliged to release the Client from damage claims by third parties.
The Client and the supplier shall provide each other with information and support if there is legal defence.
The supplier shall indemnify the Client against all third party claims arising from non-contractual product liability due to a defect in the product delivered by the supplier. The supplier shall compensate the Client for expenses and costs incurred as a result of preventive measures, required according to type and scope, against the use of non-contractual product liability, such as public warnings or recalls. The principal shall immediately notify the supplier of the implementation of such measures. Expenses arising from or in connection with any recalls we undertake shall be covered by the supplier.
For the deliveries and services it provides, the supplier undertakes to arrange product liability insurance with adequate cover (at least EUR 1 million) for property damage and personal injury, in addition to recall cost insurance, including vehicles, with adequate cover (at least EUR 2 million) and furthermore to hold these insurance policies for at least 15 years after completion of the deliveries / services. Evidence of the nature and extent of the insurance cover is to be automatically provided to the Client on an annual basis in writing.
X. Industrial property rights and liability for defects
The supplier warrants that all deliveries are free of third party rights and in particular that the delivery and use of the delivered items do not infringe patents, licenses or other rights of third parties in the country of the agreed delivery location and – as far as known to the supplier – the country of intended use.
The supplier indemnifies the Client and its customers against third-party claims resulting from any infringements of intellectual property and shall bear all costs incurred by the Client in this regard.
Furthermore, the provisions regarding liability for defects pursuant to Section 8 of this contract apply to other claims due to legal defects.
The supplier must keep strictly confidential all inquiries, orders, deliveries and services, illustrations, drawings, calculations, construction drawings, models, CAD data and other documents and information and shall treat these as business secrets. All information and documents, including models, tools, etc. which we provide to the supplier or which the supplier manufactures according to our specifications, in addition to any other obtained information must not be used for any purposes other than those which we have expressly authorised and shall not be reproduced or made accessible to third parties. The documents remain our property and are to be immediately returned to us when requested at any time. Third parties shall only be given access to their content if an explicit written agreement has been made.
The confidentiality obligation shall continue indefinitely after the end of this contract; it shall also apply if a contract is not concluded.
Documents received are to be automatically returned to the other contractual partner at the end of the business relationship.
XII. Final Provisions
These conditions apply to legal relationships with traders.
Should any part of these General Terms and Conditions be or become legally ineffective, this shall not affect the validity of the remaining provisions.
The supplier is not authorised to transfer the order or essential parts of the order to third parties or transfer claims apart from a prolonged or extended reservation of title without prior written permission.
If the supplier stops making payments, insolvency proceedings are initiated regarding its assets or extrajudicial debt settlement proceedings regarding the assets of the suppler are initiated, the Client is entitled to terminate the contract without notice.
Place of performance and jurisdiction is the registered office of the Client, if not specified otherwise in the order.
All legal relationships between the parties shall be governed exclusively by German law.
The contract language is German. If another language is used in addition, the German version shall prevail.