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General Terms and Conditions of Purchase

03/2019 Version 01

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

It is mandatory for the supplier to comply with the packaging units and lettering on packaging / labels as specified by us. Similarly, our packing and delivery instructions must be observed. The supplier is to obtain these from us. If the delivery is agreed as "ex supplier’s works", the supplier must note that we are SLVSexempt. The supplier must ensure that no SLVS insurance is taken out. Should the supplier disregard our exempt status, he must bear any consequential costs himself.

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

The delivery date as quoted in the supplier’s first order confirmation is binding. The supplier is under an obligation to notify us without delay in writing if the delivery date agreed cannot be achieved. The date of delivery always specifies the date of dispatch from the supplier. Part deliveries and premature deliveries may only be made if we have given our express agreement to their acceptance. However, the earliest date for due payment remains that relating to the originally-agreed delivery date. Short or over-deliveries will not be accepted. If the supplier defaults on the delivery date, we are entitled to demand a conventional penalty amounting to 0.1 % of the value of the consignment for each day’s delay, but not exceeding 5 % of the consignment value. We are entitled to claim a conventional penalty in addition to performance. It shall suffice if we claim the penalty from the supplier within 14 days of receipt of the delayed consignment or later by corresponding deduction from the invoice. 
We are also entitled to claim compensation for any loss arising from the delay which is in excess of the conventional penalty imposed. In the case of delivery default, all legal avenues to make claims are open to us. In particular we are entitled after granting a reasonable period of grace and offsetting the conventional penalty imposed to withdraw from the contract and to claim compensation in preference to performance. If a calendar week is agreed as delivery date, the goods must be delivered to us at the latest by our close of business on the Friday of the respective calendar week. For compliance with the delivery date, it is required that the goods are discharged at the reception point or location of use as designated by us.

6. Packaging and Delivery

For KVT Packaging and delivery instructions, we make reference to our Packaging manual, a copy of which can be provided on request.

7. Transfer of risk

Risk of delivery is transferred to us after delivery and successful unloading at our premises in Illerrieden or at the agreed discharge or usage point.

8. Quality Assurance, Inspection for Defects and Warranty

The supplier must operate at least a Quality Management System in accordance with ISO 9001 and carry out appropriate quality assurance inspections with the aim of achieving zero defect quality and continuous improvement in his performance. Goods delivered must be examined by us within a reasonable time as to identity, quantity and visible defects; we are obliged to report any defects to the supplier within 10 working days of the defect coming to light. The warranty period is 36 months from receipt of the consignment. In the case of defective goods, we are entitled to demand rectification of the defect or a replacement delivery, at our option. If the supplier is not able to satisfy this requirement or unwilling to provide subsequent performance within a reasonable period as laid down by us, or if this is unreasonable on other grounds, we are entitled to have the defects identified corrected at the supplier’s expense or to obtain replacement elsewhere. In urgent cases, we may take the necessary action without reference to the supplier and without setting a period of grace. The supplier will indemnify us against any claims from our customers which may arise as a result of the defective nature of the goods delivered. This applies in particular to claims for reimbursement of extra costs incurred by us and our customers as a consequence of the said defects, in particular costs of transport, travelling, working time and materials.
We are furthermore entitled to legal warranty protection inasmuch as we are entitled to claim a reduction in price on account of defective goods or to withdraw from the contract and to claim compensation. The supplier also indemnifies us against any third-party claims which may be made in respect of deficiency in title. The period of limitation for claims for deficiency in title is ten years. The supplier furnishes us with the assurance that at the time of delivery, the goods complied with current DIN standards and the latest known state of science and technology and the KVT specification / data sheet valid at the order date, except when otherwise specifically agreed. In the case of surface treatment of high-strength parts, the supplier assures us that the goods delivered to us were produced in accordance with DIN 50969 / DIN/ISO 4042 and were tested by him.

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.

The supplier undertakes to take out product liability insurance to an appropriate value for the duration of the business relationship, also covering the recall risk for defective goods. The supplier is obliged to furnish us on request evidence in suitable form of the scope and confirmation of the insurance.

11. Retention of Title

We recognise the supplier’s simple right to retention of title.

12. Assignment

Assignment of receivables arising from the supplier relationship required our express agreement.

13. Confidentiality

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.

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