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General Terms and Conditions of Purchase
1. Validity of the Conditions of Purchase
These Conditions of Purchase exclusively are valid for all existing or future orders. We do not recognise suppliers’ conditions conflicting with or supplementary to our own Conditions of Purchase unless we have specifically accepted them in writing. These Conditions of Purchase apply exclusively and automatically for all quotations, agreements, deliveries or services rendered by a supplier (herein designated “Supplier”).
Our Conditions of Purchase are also binding in nature if we unconditionally accept deliveries despite our being aware of conflicting or diverging conditions of the supplier.
2. Confirmation of Order and Quotation Documents
Our orders are generated automatically and are valid without signature. The supplier must confirm receipt of our order in writing within four days quoting our order number, otherwise we are freed of any obligation in respect of the order. We reserve rights of ownership and copyright of all illustrations, drawings, calculations and any other documents and models; they may not be further commercialised, nor duplicated nor made accessible to third parties even if they have been produced by the supplier from details provided by us, without our express agreement in writing, but must be kept strictly confidential. They are only to be used in the execution of our order.
On completion of the order, they must be handed over to us on request. The supplier is prohibited from referring to his business relationship with us in his advertising material, except with our express written approval. If it becomes known that the supplier has ceased payments or if an insolvency petition is lodged against him, we are entitled to withdraw completely or partially from the contract.
3. Price and Terms of Payment
The prices agreed are fixed prices. Where the legal rate of VAT is not indicated in the order confirmation or invoice as a separate amount, it is included in the price. Failing any other written instruction, the price is deemed to be “delivered”, including packing. Should the supplier, contrary to an agreement made, use non-returnable pallets, costs for their disposal will be charged to the supplier. Invoices are to be submitted immediately after dispatch of the goods, that is, they are not to be sent accompanying the goods. The invoices are to be accompanied by packing lists and agreed information and other documents such as first article inspection reports, factory certificates etc. VAT is to be shown as a separate item in all invoices.
All invoices are to include our order number and the name of the person placing the order. Except as otherwise agreed, payment of invoices is carried out by day 15 of the month following delivery to us (our receipt of the goods) subject to 3 % discount or by day 15 of the next month net. Method of payment is to our choice. We are entitled to offsetting payment and retention as provided for by law.
4. Deliveries, SLVS-exemption and Supplier Declarations as per EU 1207/01
In the case of “ex works” deliveries, we are entitled to nominate the carrier to be engaged. For goods manufactured in the EC and which comply with the provisions of EC Regulation 1207/01, the supplier must provide corresponding supplier declaration(s). The supplier must mark goods of non-EC origin clearly “Not of EC origin” in the delivery note, or make certain they are otherwise readily identifiable.
5. Delivery Time
6. Packaging and Delivery
7. Transfer of risk
8. Quality Assurance, Inspection for Defects and Warranty
9. Chemicals Prohibition, Hazardous Materials and Environmental Protection
The supplier further assures us that the goods delivered by him contain no prohibited substances as scheduled in the Annex to § 1 of the Chemicals prohibition ordinance restricting the introduction of hazardous materials and products, in its most recent version. The supplier will observe the parallel Hazardous Materials Regulations of the REACH regulation EC No. 1907/2006 and comply with his obligations to give KVT the informationas contained therein.
Should observation of these regulations result in any change in the goods delivered by the supplier or should it affect either the potential uses or quality of the goods concerned, the supplier is compelled to notify KVT of the facts without delay. With acceptance of the order, the supplier confirms to us that all goods delivered by him comply with the requirements of the REACH Regulation EC No. 1907/2006 and the RoHS Directive 2011/65/EU.
10. Product Liability, Recall and Product Liability Insurance
If any claim be lodged against us in respect of product liability, the supplier shall indemnify us against all claims to the extent and provided that the loss is attributable to a defect in the goods delivered by the supplier for which the supplier is responsible, in the case of liability dependent on proof of fault. The supplier must bear the costs and other expenditure associated with a recall action made necessary by the defect.
11. Retention of Title
We recognise the supplier’s simple right to retention of title.
Assignment of receivables arising from the supplier relationship required our express agreement.
The supplier will treat all elements of commercial and operational information of KVT and its customers which are not in the public domain and which are not intended for third-party consumption which become known to him in the course of this business relationship as confidential and as business secrets and will not make them either directly or indirectly, in whole or in part, available to third parties and only use them for the purpose intended by contract. This applies equally for the time following dissolution of this business relationship.
14. Place of Performance
Except as otherwise agreed, the place of fulfilment is our headquarters in Illerrieden.
15. Processing Personal Data
On the establishment of the business relationship, we process and store personal data as necessary for carrying out business transactions, in particular the processing of orders and fulfilment of contracts, in line with the data protection provisions of the Federal Data Protection Act and the General Data Protection Regulation (GDPR), here specifically as per Art. 6 Section 1 b) or c) otherwise, provided we have the consent of the person concerned. In the case of credit enquiries, we transmit personal data (name, address, postal address, details of the company and if appropriate contract and debt details) for the purpose of examining financial standing and checking the deliverability of the address given and for the purposes of collection procedures to the Creditsafe Deutschland GmbH, Schreiberhauer Strasse 30, 10317 Berlin and if appropriate to further co-operating commercial enquiry agencies and business partners. The statutory basis for transmitting the data is Article 6 I b GDPR and Article 6 I f GDPR. Transmissions based on Article 6 I f GDPR are only undertaken to the extent necessary for safeguarding the justified interests of our company when these are not outweighed by the interests or basic rights and freedoms of the person affected, whose personal data are afforded this protection.
Right of objection to processing
If the processing of your personal data is based on justified interests in accordance with Article 6 Section 1 letter f GDPR, you have the right at any time to object to future processing of your data, provided there are grounds which exist relevant to your own particular situation (Article 21 Section 1 GDPR). This also applies to profiling based on these regulations within the meaning of Article 4 No. 4 GDPR. If you lodge an objection, we will not process your personal data further unless we can demonstrate compelling legitimate reasons for the processing which outweigh your interests, rights and freedoms, or the processing serves the purpose of claiming, exercising or defending legal entitlements.
16. Concluding Provisions
1. This contract is governed by the law of the Federal Republic of Germany and excludes the UN CISG.
2. The parties agree that the exclusive court of jurisdiction in all disputes arising from or in connection with this contract or with these General Terms and Conditions of Purchase and Delivery shall be that at our company headquarters. We are however entitled to take action against the supplier in the court with jurisdiction at his headquarters.
3. The original language of this contract is German.