1.1 The contract
between the Contractor and the company GOK shall be based exclusively on
these general Purchasing Conditions of the company GOK. The General
Terms and Conditions of the Contractor shall hereby be vetoed,
especially if they contradict these General Purchasing Conditions of the
company GOK. The General Purchasing Conditions of the company GOK shall
also apply to all future deliveries and services of the Contractor to
the company GOK up to the application of new General Purchasing
Conditions of the company GOK. 1.2 Orders, agreements and alterations
shall be binding only if they are issued or confirmed by the company
GOK in writing, via telefax or in electronic form. Correspondence is to
be conducted exclusively with the purchasing division. Arrangements with
other divisions of the company GOK, if they involve the entering into
agreements, which alter issues determined in the contract, shall require
explicit written confirmation via the purchasing division in form of an
amendment to the contract. 1.3 Orders and delivery schedules shall
be deemed accepted, if the Contractor does not object to them in writing
within 1 week from receipt. However, within a further week, the company
GOK shall be entitled to withdraw its order or delivery schedule,
unless the Contractor accepted them in writing beforehand. 1.4 The
Contractor has to treat all information made available to the Contractor
in connection with the execution of the contract as strictly
confidential. 1.5 Quotes, first samples and samples in general shall
be binding and not to be paid, unless otherwise explicitly agreed upon
in writing.
2. Prices
2.1 The agreed
prices shall be fixed prices and, plus the respective valid VAT, free
application site, duty paid including freight and packaging costs. If
“ex works” or “ex warehouse” has been agreed upon, the company GOK shall
only bear the most economical freight costs. All expenses up to the
handover to the freight forwarder, including loading and excluding
cartage, shall be borne by the Contractor. The agreement on the place of
performance shall not be affected by the method of price agreement and
price determination.
3. Proofs of Origin, Proofs Regarding Turnover Tax
3.1
The Contractor shall furnish all necessary information regarding proofs
of origin requested by the company GOK and shall provide these
immediately and properly signed. This shall apply, mutatis mutandis, to
proofs regarding turnover tax in case of foreign or intra-community
deliveries.
4. Delivery, Dates, Delays
4.1 Any departure from the company GOK’s agreements and orders shall be admissible only upon prior written approval. 4.2
Agreed dates and terms shall be binding. The arrival of the goods at
the company GOK shall be relevant for adherence to the delivery date or
delivery term. If no delivery “free works” has been agreed, the
Contractor has to make the goods available in time, under consideration
of the time of loading and dispatch to be agreed with the freight
forwarder. 4.3 If the Contractor has taken over erection or assembly
and if nothing is agreed to the contrary, the Contractor shall bear,
subject to differing arrangements, all necessary ancillary costs such as
travel expenses, provision of tools and releases. 4.4 Fundamentally,
the statutory regulations shall apply if agreed dates are not adhered
to. As soon as the Contractor recognises difficulties regarding
manufacture, material supply, adherence to dates or similar
circumstances, which might prevent the Contractor from timely delivery
or from delivery in the agreed quality, the Contractor has to notify the
purchasing division of the company GOK without delay. The obligation to
adhere to the agreed dates shall remain unaffected. 4.5 In case of
default by the Contractor, the company GOK may, after fruitless expiry
of an appropriate period of grace determined by GOK, cause the
unperformed service of the Contractor to be executed by a third party at
the Contractor’s expense. After fruitless expiry of the grace period
determined by the company GOK, GOK may also withdraw from the contract. 4.6
The unconditional acceptance of a delayed delivery or service shall not
comprise any waiver of compensation claims due to the company GOK on
account of the delayed delivery or service. This shall apply up to the
total payment owed by the company GOK for the delivery or service
concerned. 4.7 Subject to alternate proof, the values determined by
the company GOK’s incoming goods inspection shall be relevant for
amounts, weights and measurements. 4.8 Partial deliveries shall
basically not be permitted, unless the company GOK has explicitly agreed
to them or they are reasonable for the company GOK. 4.9 The
Contractor shall bear the risk of accidental loss, destruction or
deterioration up to the point of acceptance of the goods by the company
GOK or the company GOK’s assignees at the place where the goods are to
be delivered according to the order. 4.10 In cases of force majeure,
industrial actions, non-culpable business disruptions, unrests, official
measures and other inevitable events, the company GOK shall be
entitled, irrespective of its other rights, to withdraw from the
contract in whole or in part, if they are not of an insignificant
duration and result in a significant reduction of the company GOK’s
demand.
5. Quality
5.1 The delivery must conform to the agreed specifications. 5.2
The Contractor has to constantly adjust the quality of the Contractor’s
produces to be delivered to the company GOK to the latest state of
technology and notify the company GOK of possibilities for improvements
and technical changes. 5.3 The Contractor has to establish and
maintain a suitable, documented quality management system complying with
the latest state of technology. The Contractor has to establish
records, especially regarding the Contractor’s quality controls, and
make them available to the company GOK on demand. 5.4 At the company
GOK’s request, the Contractor shall be obliged to enter into a Quality
Assurance Agreement with the company GOK. 5.5 The supplier must stringently present first samples if - the supplier manufactures and delivers an item for the first time, - the item has not been delivered for a long time (upon receipt of a request by GOK), - the item was rejected several times in series supply (upon receipt of a request by GOK). Besides presenting the first sample, the supplier has to inform GOK in addition if - any index/version change is available for an item, - the manufacturing technology and/or the manner in which a product is manufactured changes, - the manufacturing conditions directly affecting the item changed at the supplier’s.
6. Claims for Defects and Recourse
6.1
Acceptance shall always occur subject to an inspection regarding
faultlessness, especially also regarding correctness, completeness and
suitability. The company GOK shall be entitled to inspect the subject
matter of the contract as soon and as far as possible within the proper
course of business; discovered defects shall be reprimanded by the
company GOK immediately upon notice. In this respect, the Contractor
shall forego the objection to a belated notice of defect. 6.2 The
company GOK shall principally have the right to choose the manner of
cure. The Contractor shall have the right to refuse the manner of cure
chosen by the company GOK under the requirements of
sect. 439(3) BGB (German civil code). 6.3 If the Contractor does not
commence with the rectification of the defect immediately upon notice of
the defect by the company GOK, then, in urgent cases, especially to
prevent acute dangers or larger damage, the company GOK shall be
entitled to rectify these itself or to commission a third party at the
Contractor’s expense. 6.4 Claims for material defects shall expire
24 months after notice of defect has been given, unless the thing, in
accordance with its normal usage, was used for a built structure and has
caused the defectiveness of same. The limitation period for claims for
material defects shall commence with the handover of the subject matter
of the contract (passing of risk). The limitation period of
sect. 479 BGB shall remain unaffected. 6.5 The company shall be
especially entitled to claims of recourse against the Contractor
according to sect. 478, 479 BGB if the company GOK bears such claims
towards a third party. This shall also apply in case the subject matter
of delivery was installed or further processed by the company GOK or a
third party. Furthermore, these claims shall be due to the company GOK
even if the third party or end customer is not a consumer, but an
entrepreneur. 6.6 In case of defects of title, the Contractor shall
also indemnify the company GOK from any existing claims of third
parties. The limitation period for these defects of title shall be
10 years. 6.7 For any parts of the delivery which were restored or
repaired within the limitation period of the company GOK’s claims for
defects, the limitation period shall commence anew from the point in
time at which the Contractor has completely fulfilled the company GOK’s
claims to cure. 6.8 If the company GOK incurs any costs as a
consequence of the defective delivery, especially transport, workmen’s
travel, work or materials costs or costs exceeding the normal extent of a
receiving inspection, the Contractor has to bear these costs. 6.9 If
the company GOK takes back goods, which it produced and/or sold itself,
as a consequence of defaults of subject matters of the contract
delivered by the Contractor or if the company GOK’s purchase price was
reduced due to this defect or if the company GOK is held liable in any
other manner in this cause, the company GOK reserves the right of
recourse towards the Contractor, with any otherwise necessary deadline
not being required for the company GOK’s rights from defects. 6.10
The company GOK shall be entitled to demand compensation from the
Contractor for expenses, which the company GOK had to bear in the
relationship with its customers for claims, which these customers had
against the company GOK due to compensation for the purpose of cure,
especially transport, workmen’s travel, work and materials costs. 6.11
Regardless of the provision in clause 6.6, the limitation period in
clauses 6.9 and 6.10 shall commence at the earliest 2 months from the
time at which the company GOK has fulfilled the claims directed against
it by its customer, at the latest, however, 5 years after handover by
the Contractor. 6.12 If a material defect becomes evident within
18 months from passing of risk, it shall be assumed that the defect
already existed at the time of passing of risk, unless this assumption
is incompatible with the nature of both the thing and the defect. 6.13
The Contractor shall be liable for guaranteed qualities of the
deliveries, independent of fault. The limitation period of sect. 479 BGB
shall apply to such breaches of duty.
7. Product Liability
7.1
If the company GOK is held liable under German or any other law from
product liability, the Contractor shall enlist towards the company GOK
to the extent that the Contractor would be directly liable. Any
contractual liability of the Contractor shall remain unaffected. The
Contractor shall be obliged to indemnify the company GOK from such
claims, if and in as far as the damage was caused by a defect in the
subject matter of the contract delivered by the Contractor. In cases of
liability dependent on fault, however, this shall apply only if the
Contractor is at fault. If the cause of damage falls within the
responsibility of the Contractor, the Contractor shall bear the burden
of proof to this extent. In those cases, the Contractor shall bear all
costs and expenses, including the costs of any legal action or recall. 7.2
The company GOK shall notify the Contractor without delay if it wants
to hold the Contractor liable according to the above paragraph. If it is
reasonable for the company GOK, the company GOK shall afford the
Contractor the opportunity to investigate the event of damage and to
coordinate any actions to be taken with the company GOK, such as
settlement negotiations.
8. Provision and Co-Ownership
8.1
Materials, parts, containers and special packaging provided by the
company GOK shall remain property of the company GOK. They may be used
only in accordance with their purpose. The processing of materials and
the assembly of parts shall occur on behalf of the company GOK. It is
agreed that the company GOK shall be the co-owner of the produces
resulting from the usage of the materials and parts provided by the
company GOK and stored by the Contractor for the company GOK at the
ratio of the value of the provisions to the value of the total produce.
9. Drawings, Design Documents, Tools and Confidentiality
9.1
Drawings and other documents, devices, models, tools and other
manufacturing equipment, which were entrusted to the Contractor, shall
remain the property of the company GOK. 9.2 The Contractor is obliged
to keep the conditions of the order as well as all information and
documents that it may receive for this purpose secret, and to only use
such things for the implementation of the order. After resolving
inquiries or processing orders, the Contractor will immediately return
such things to us and/or destroy them upon request. 9.3 The Contractor will obligate its sub-suppliers in accordance with this clause 9.
10. Payment
10.1
The company GOK shall pay either 14 days from receipt of invoice and
complete receipt of goods with a 3% discount or after 30 days with a 2%
discount or after 60 days net. 10.2 Payments by the company GOK shall
not constitute any acceptance of the accounting and shall be made under
reservation of an audit. 10.3 The company GOK may offset all claims,
which the Contractor may have against it, against all claims, which it
may have against the Contractor.
11. Compliance With the Applicable Statutory Provisions and Regulations
11.1 The supplier undertakes to comply with the applicable laws on occupational safety and health and minimum wage. 11.2
The applicable policies on environmental protection and regulations on
pollutants (RoHS, REACH, ELV, ElektroG and the like) shall be complied
with by the supplier. 11.3 The supplier undertakes to respect human rights and anti-corruption regulations. 11.4 All deliveries shall be subject to the General Delivery Specification available on the GOK website. 11.5 Other than that, the Quality Assurance Agreement shall apply as well, where agreed.
12. Place of Performance, Partial Ineffectiveness, Place of Jurisdiction, Applicable Law
12.1
Place of performance for deliveries shall be the application site of
the company GOK; for payments, it shall be the registered office of the
company GOK. 12.2 Place of jurisdiction shall be the court having
general jurisdiction for the company GOK. However, the company GOK may
also sue the Contractor at the Contractor’s place of general
jurisdiction. 12.3 Supplementary to the contractual regulations, the
law of the Federal Republic of Germany relevant for the legal
relationships of national parties shall apply exclusively.
