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  • General purchasing conditions

General purchasing conditions

1. Scope of application

1.1 The general purchasing conditions shall apply to all purchasing transactions of SWISS KRONO TEX GmbH & Co. KG (hereinafter referred to as “Buyer").

1.2 These general purchasing conditions shall apply exclusively. General purchasing conditions of the seller shall not become part of the contract even if the buyer does not object.

1.3 The provisions of Public Supplies and Services (VOL) and Regulations on Contract Awards for Public Works (VOB) shall not apply.

1.4 These general purchasing conditions shall also apply to all future purchasing transactions of the contracting parties.

2 Conclusion of contract

2.1 Agreements between the buyer and the seller shall only be effective if made in writing.

2.2 Any correspondence concerning the contract shall be conducted exclusively with the buyer's purchasing department, specifying the order number. The contract language is German.

2.3 The buyer is bound to his offers for ten days. The acceptance of an offer shall be declared by returning the duplicate signed by the seller.

2.4 The conclusion of a contract requires an agreement on the purchase price.

2.5 The buyer may demand changes to the delivery item even after conclusion of the contract, provided that this is reasonable for the seller. The contract shall be adjusted with regard to additional or reduced costs and delivery dates in such a way that the interests of both parties are adequately taken into account.

3. Prices and terms of payment

3.1 The prices stated in the order are fixed prices.

3.2 Unless otherwise agreed in writing, the purchase price shall include "free house" delivery including packaging as well as responsibility for transport insurance and statutory value added tax.

3.3 Unless otherwise agreed in writing, no remuneration shall be granted for concepts, presentations, negotiations and/or for the preparation of offers and projects.

3.4 Invoices can only be processed by the buyer if they contain the order number stated in the buyer's order. The seller shall be responsible for all consequences arising from non-compliance with these obligations.

3.5 Only invoices sent by post or EDI can be processed by the buyer. The seller shall be responsible for all consequences arising from non-compliance with these obligations.

3.6 Unless otherwise agreed in writing, payment of the purchase price shall be due within 30 days of delivery of the goods and receipt of a verifiable invoice. The seller shall grant a discount of 3% if the buyer pays within 14 days after receipt of the verifiable invoice and goods, and within 21 days a discount of 2%.

3.7 In the case of partial deliveries, payment shall only become due with the last delivery. This shall not apply to successive delivery contracts.

3.8 Insofar as the seller has to provide material samples, test reports, quality documents or other contractually agreed documents, the completeness of the delivery and performance also requires the receipt of these documents by the buyer.

3.9 Payment shall be made by bank transfer. For this purpose, the seller shall provide appropriate bank details.

3.10 Payment shall be made in fixed payment runs, twice a week on Tuesdays and Thursdays.

3.11 The buyer shall be entitled to rights of offsetting and retention to the extent permitted by law.

3.12 The seller is not entitled to assign his claims against the buyer to a third party.

4. Delivery of goods

4.1 The delivery time stated in the order is binding.

4.2 If the delivery is made before the agreed delivery date, the buyer reserves the right to return the goods at the supplier's expense and risk. If the goods are not returned in the event of early delivery, they shall be stored at the buyer's premises at the seller's expense and risk.

4.3 The seller shall be obliged to notify the buyer in writing without delay if circumstances occur or become apparent to the seller which indicate that the agreed delivery time cannot be met.

4.4 In the event of a delay in delivery, the buyer shall be entitled to claim lump-sum damages for delay in the amount of 1% of the delivery value per completed week, but not more than 10% of the delivery value in total, unless the seller can prove that no damage or significantly less damage has been caused by the delay.

4.5 Further claims of the buyer, in particular in connection with damages at the buyer's premises due to loss of production due to untimely or incorrect delivery, shall remain reserved. Furthermore, the buyer is not obliged to reserve the right to claim a contractual penalty in the event of acceptance of a delayed delivery. The same applies to the acceptance of an improper delivery.

4.6 The goods shall be packed in such a way that transport damage is avoided. Packaging materials shall only be used to the extent necessary to achieve the purpose. Only environmentally friendly packaging may be used. The seller's obligation to take back the packaging shall be governed by the statutory provisions.

4.7 For all services to be rendered, the seller shall employ selected qualified personnel for the respective activity. The involvement of a sub-supplier or subcontractor requires the prior written consent of the buyer. In the event of consent, the seller shall impose all obligations on the sub-suppliers/subcontractors with regard to the tasks he has taken up and shall ensure their compliance, which he has assumed vis-à-vis the buyer.

4.8 The seller shall provide his supplies/services in accordance with the state of the art. He shall comply with the laws, ordinances and official requirements applicable in the Federal Republic of Germany, observe court decisions and apply the technical rules, standards and guidelines in the versions valid at the time of conclusion of the contract. In particular, the seller shall comply with the regulations and rules of the employers' liability insurance associations as well as the generally accepted safety and occupational health rules. Machines and technical work equipment shall be delivered in accordance with the Machine Ordinance with an operating manual and an EC Declaration of Conformity. Preferably, work equipment with the CE must be delivered. If a test mark has not been issued, compliance with the above-mentioned regulations must be proven at the request of the buyer.

4.9 The seller shall provide its supplies/services in accordance with the buyer's relevant delivery specifications which are valid in addition to these.

4.10 The seller shall only be entitled to make partial deliveries/services with the buyer's written consent.

4.11 The seller is obliged to state the buyer's order number on all shipping documents and delivery receipts. The buyer shall not be liable for any delays resulting from a breach of this obligation.

5. Transfer of risk

5.1 Unless otherwise agreed between the parties, the "delivery duty paid" clause of the Incoterms of the International Chamber of Commerce (Incoterms 2000) shall apply.

5.2 The transfer of risk in the case of purchase contracts shall take place upon acceptance of the delivery by the BUYER and in the case of service contracts and contracts for work and materials through formal acceptance by means of an acceptance protocol to be signed by both parties.

6. Guarantee

6.1 The buyer shall be entitled to a notification of the defects in accordance with § 377 HGB (German Commercial Code) within twelve working days. The period shall begin upon receipt of the delivery in the case of obvious defects, in the case of hidden defects upon discovery of the defect.

6.2 In the event of a warranty claim, the buyer shall be entitled to demand, at his discretion, either elimination of the defect or replacement delivery from the seller. In this case, the seller shall be obliged to bear all expenses necessary for the purpose of remedying the defect or delivering a replacement.

6.3 In addition, the buyer shall be entitled to all statutory warranty claims without limitation.

6.4 All replacement deliveries and repairs are also subject to these general purchasing conditions.

6.5 The buyer shall only be liable for property damage and financial loss in the event of intent or gross negligence. The liability is limited to the damage typical of the contract and foreseeable at the time of conclusion of the contract. This limitation shall not apply in the case of injury to health, body or life for which the buyer is responsible, nor in the case of breaches of cardinal obligations and claims under the Product Liability Act.

6.6 Insofar as the seller is responsible for product damage, he shall be obliged to indemnify the buyer from claims for damages by third parties inasmuch as the cause lies within his sphere of control and organization and he is liable himself in relation to third parties.

6.7 The seller is obliged, at the request of the buyer, to take out product liability insurance with a sum insured in the amount of the foreseeable and typical personal injury and property damage.

6.8 The buyer may withdraw from the contract if the performance of services is not possible due to unforeseeable and insurmountable obstacles to performance which cannot be remedied by reasonable expenses. The right to withdraw from the contract shall not apply if the impediment to performance is the responsibility of the buyer or is only temporary.

6.9 The buyer may withdraw from the contract if the seller applies for the initiation of insolvency proceedings against his assets, if insolvency proceedings are initiated against the seller on the basis of an application by the buyer or a third party or if the initiation of such proceedings is refused on the grounds of insufficient assets.

6.10 The buyer may also withdraw from the contract if the seller provides, offers or grants advantages of any kind to an employee or agent of the buyer involved in the preparation, conclusion or execution of the contract, or to a third party in the buyer's interest.

6.11 The statutory provisions on withdrawal shall remain unaffected.

6.12 The warranty period shall be three years for purchase contracts and five years for service contracts and contracts for work and materials from the transfer of risk. If the seller receives the notification of defects within the warranty period, the warranty claim relating to the specific defect shall expire at the earliest two years after receipt of the notification of defects.

7. Property rights

7.1 The seller warrants that he is the full owner of all items subject to the purchase contracts and that no other rights of third parties conflict with this.

7.2 The seller shall indemnify the buyer against claims of third parties if he is at fault.

7.3 The seller's obligation to indemnify pursuant to clause 8.2 shall also apply to all expenses necessarily incurred by the buyer as a result of or in connection with claims by a third party.

7.4 All documents, software, records and information made available to the buyer shall become the property of the buyer for his unrestricted use within the scope of the purpose of the contract.

8. Confidentiality

8.1 The seller is obliged to keep all received illustrations, drawings, calculations, personal data and other documents and information strictly confidential and to disclose them to third parties only with the buyer's express consent. The obligation to maintain secrecy shall also apply after the fulfillment or failure of this contract. Sub-suppliers shall be obligated accordingly by the seller.

8.2 The conclusion of the contract shall be treated confidentially. In the seller's advertising material, reference to the conclusion of the contract with the buyer may only be made after receiving the buyer's written consent. The parties shall undertake to treat as business secrets all commercial or technical details which are not public knowledge and which become known to them through the business relationship. Sub-suppliers shall be obligated accordingly.

9. Choice of law, jurisdiction, place of performance, partial invalidity and written form

9.1 All disputes shall be settled in accordance with substantive German law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

9.2 If the seller does not have a general place of jurisdiction in Germany (§ 38 para. 2 ZPO) or if the seller is a merchant, a legal entity under public law or a special fund under public law (§ 38 para. 1 Code of Civil Procedure (ZPO)), 16816 Neuruppin shall be the exclusive place of jurisdiction for all disputes relating to the contractual relationship. The buyer can also choose to appeal to the court responsible for the seller's registered office.

9.3 Place of performance for all obligations concerning the contractual relationship is Heiligengrabe near 16909 Wittstock.

9.4 If individual provisions of the contractual relationship are or become invalid, the validity of the remaining provisions shall not be affected. The contracting parties shall be obliged to agree on a new provision which comes closest to the purpose of the invalid provision.

9.5 No oral collateral agreements to the contractual relationship have been made. Any change must be made in writing. This also applies to the change of the written form requirement itself.

 

Heiligengrabe, May 2019