{"id":6276,"date":"2026-03-25T10:47:14","date_gmt":"2026-03-25T10:47:14","guid":{"rendered":"https:\/\/www.krempl.de\/terms-and-conditions-of-purchase\/"},"modified":"2026-08-28T10:19:48","modified_gmt":"2026-08-28T10:19:48","slug":"terms-and-conditions-of-purchase","status":"publish","type":"page","link":"https:\/\/www.krempl.de\/en\/terms-and-conditions-of-purchase\/","title":{"rendered":"Terms and Conditions of Purchase"},"content":{"rendered":"

General Terms and Conditions of Purchase<\/h3><\/div>

\u00a7 1 Scope, Form <\/b><\/p>\n

(1) These General Terms and Conditions of Purchase (AEB) apply to all business relationships with our business partners and suppliers (“Seller”). The AEB only apply if the Seller is an entrepreneur (\u00a7 14 BGB), a legal entity under public law, or a special fund under public law. <\/p>\n

(2) The AEB apply in particular to contracts for the sale and\/or delivery of movable goods (“Goods”), regardless of whether the Seller manufactures the Goods themselves or purchases them from sub-suppliers (\u00a7\u00a7 433, 650 BGB). Unless otherwise agreed, the AEB in the version valid at the time of the Buyer’s order or, in any case, in the version last notified to the Seller in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case. <\/p>\n

(3) These AEB apply exclusively. Deviating, conflicting, or supplementary General Terms and Conditions of the Seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent applies in all cases, for example, even if we accept the Seller’s deliveries without reservation while being aware of the Seller’s General Terms and Conditions. <\/p>\n

(4) Individual agreements made with the Seller in individual cases (including collateral agreements, supplements, and amendments) shall in all cases take precedence over these AEB. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements. <\/p>\n

(5) Legally relevant declarations and notices by the Seller in relation to the contract (e.g., setting of deadlines, reminders, withdrawal) must be submitted in writing, i.e., in written or text form (e.g., letter, email, fax). Statutory formal requirements and further evidence, in particular in case of doubt about the legitimacy of the declarant, remain unaffected. <\/p>\n

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these AEB. <\/p>\n

\u00a7 2 Conclusion of Contract <\/b><\/p>\n

(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller must point out obvious errors (e.g., typing and calculation errors) and incompleteness of the order, including the order documents, to us for the purpose of correction or completion before acceptance; otherwise, the contract shall be deemed not concluded. <\/p>\n

(2) The Seller is required to confirm our order in writing within a period of 3 days\/weeks or, in particular, to execute it without reservation by sending the Goods (acceptance). A late acceptance shall be deemed a new offer and requires acceptance by us. <\/p>\n

\u00a7 3 Delivery Time and Delay in Delivery <\/b><\/p>\n

(1) The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be 3 weeks from the conclusion of the contract. The Seller is obliged to inform us immediately in writing if they are likely to be unable to meet agreed delivery times\u2014for whatever reason. <\/p>\n

(2) If the Seller does not perform their service or does not perform it within the agreed delivery time, or if they are in default, our rights\u2014in particular to withdrawal and damages\u2014shall be determined according to the statutory provisions. The regulations in para. 3 remain unaffected. <\/p>\n

(3) If the Seller is in default, we may\u2014in addition to further statutory claims\u2014demand liquidated damages for our delay in the amount of 1% of the net price per completed calendar week, but in total no more than 5% of the net price of the Goods delivered late. We reserve the right to prove that higher damages have been incurred. The Seller reserves the right to prove that no damage at all or only significantly lower damage has been incurred. <\/p>\n

\u00a7 4 Performance, Delivery, Transfer of Risk, Default of Acceptance <\/b><\/p>\n

(1) The Seller is not entitled to have the performance owed by them rendered by third parties (e.g., subcontractors) without our prior written consent. The Seller bears the procurement risk for their services, unless otherwise agreed in individual cases (e.g., limitation to stock). <\/p>\n

(2) Delivery shall be made “carriage paid” within Germany to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to our place of business in Koblenz. The respective destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver). <\/p>\n

(3) A delivery note stating the date (issue and dispatch), content of the delivery (item number and quantity), and our order identifier (date and number) must be enclosed with the delivery. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to us separately from the delivery note. <\/p>\n

(4) The risk of accidental loss and accidental deterioration of the item shall pass to us upon handover at the place of performance. Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply accordingly in the event of acceptance. Handover or acceptance shall be deemed to have taken place if we are in default of acceptance. <\/p>\n

(5) The statutory provisions apply to the occurrence of our default of acceptance. However, the Seller must also expressly offer their performance to us if a specific or determinable calendar time is agreed for an action or cooperation on our part (e.g., provision of material). If we fall into default of acceptance, the Seller may demand compensation for their additional expenses in accordance with the statutory provisions (\u00a7 304 BGB). If the contract concerns a non-fungible item to be manufactured by the Seller (custom-made item), the Seller shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate. <\/p>\n

\u00a7 5 Prices and Payment Terms <\/b><\/p>\n

(1) The price specified in the order is binding. All prices include statutory value-added tax unless this is shown separately. <\/p>\n

(2) Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the Seller (e.g., assembly, installation) as well as all ancillary costs (e.g., proper packaging, transport costs including any transport and liability insurance). <\/p>\n

(3) The agreed price is due for payment within 30 calendar days from complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% early payment discount on the net amount of the invoice. In the case of bank transfer, payment is made on time if our transfer order is received by our bank before the payment deadline; we are not responsible for delays caused by the banks involved in the payment process. <\/p>\n

(4) We do not owe any interest from the due date. The statutory provisions apply to default of payment. <\/p>\n

(5) We are entitled to rights of set-off and retention as well as the plea of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we are still entitled to claims against the Seller arising from incomplete or defective performance. <\/p>\n

(6) The Seller has a right of set-off or retention only on the basis of legally established or undisputed counterclaims. <\/p>\n

\u00a7 6 Confidentiality and Retention of Title <\/b><\/p>\n

(1) We reserve ownership and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and returned to us after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known. <\/p>\n

(2) The above provision applies accordingly to substances and materials (e.g., software, finished and semi-finished products) as well as to tools, templates, samples, and other items that we provide to the Seller for production. Such items are to be stored separately at the Seller’s expense as long as they are not being processed and are to be insured to a reasonable extent against destruction and loss. <\/p>\n

(3) Any processing, mixing, or combination (further processing) of provided items by the Seller is carried out for us. The same applies in the event of further processing of the delivered Goods by us, so that we are deemed the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions. <\/p>\n

(4) The transfer of ownership of the Goods to us must take place unconditionally and regardless of the payment of the price. However, if in individual cases we accept an offer of the Seller for transfer of ownership conditional on payment of the purchase price, the Seller’s retention of title shall expire at the latest upon payment of the purchase price for the delivered Goods. We remain authorized to resell the Goods in the ordinary course of business even before payment of the purchase price, subject to advance assignment of the resulting claim (alternatively, validity of the simple retention of title extended to resale). This excludes all other forms of retention of title, in particular the expanded, the passed-on, and the retention of title extended to further processing. <\/p>\n

\u00a7 7 Defective Delivery <\/b><\/p>\n

(1) The statutory provisions shall apply to our rights in the event of material and legal defects in the Goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or user manuals) and in the event of other breaches of duty by the Seller, unless otherwise specified below. <\/p>\n

(2) According to the statutory provisions, the Seller is liable in particular for ensuring that the Goods have the agreed quality at the time of transfer of risk to us. In any case, those product descriptions which\u2014in particular by designation or reference in our order\u2014are the subject of the respective contract or were included in the contract in the same way as these AEB shall be deemed an agreement on quality. It makes no difference whether the product description comes from us, the Seller, or the manufacturer. <\/p>\n

(3) Deviating from \u00a7 442 para. 1 sentence 2 BGB, we are entitled to claims for defects without restriction even if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence. <\/p>\n

(4) The statutory provisions (\u00a7\u00a7 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects with the following proviso: Our duty to inspect is limited to defects that are obvious during our incoming goods inspection under external examination including the delivery documents (e.g., transport damage, incorrect and short delivery) or are recognizable during our quality control in the sampling procedure. Insofar as acceptance has been agreed, there is no duty to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our duty to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our notice of defects (notification of defects) shall in any case be deemed immediate and timely if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery. <\/p>\n

(5) Subsequent performance also includes the removal of the defective Goods and re-installation, provided that the Goods were installed in another item or attached to another item according to their type and intended use; our statutory claim for reimbursement of corresponding expenses remains unaffected. The Seller shall bear the expenses required for the purpose of inspection and subsequent performance even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request for defect rectification remains unaffected; in this respect, however, we are only liable if we recognized or were grossly negligent in not recognizing that there was no defect. <\/p>\n

(6) Notwithstanding our statutory rights and the regulations in para. 5, the following applies: If the Seller does not fulfill their obligation to subsequent performance\u2014at our choice by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery)\u2014within a reasonable period set by us, we may eliminate the defect ourselves and demand reimbursement of the necessary expenses or a corresponding advance payment from the Seller. If subsequent performance by the Seller has failed or is unreasonable for us (e.g., due to particular urgency, danger to operational safety, or imminent occurrence of disproportionate damage), no deadline needs to be set; we will inform the Seller of such circumstances immediately, if possible beforehand. <\/p>\n

(7) In all other respects, we are entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions in the event of a material or legal defect. In addition, we have a claim for damages and reimbursement of expenses in accordance with the statutory provisions. <\/p>\n

\u00a7 8 Supplier Recourse <\/b><\/p>\n

(1) Our legally determined recourse claims within a supply chain (supplier recourse according to \u00a7\u00a7 445a, 445b, 478 BGB) are available to us without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (rectification or replacement delivery) from the Seller that we owe to our customer in the individual case. Our statutory right of choice (\u00a7 439 para. 1 BGB) is not restricted by this. <\/p>\n

(2) Before we recognize or fulfill a claim for defects asserted by our customer (including reimbursement of expenses according to \u00a7\u00a7 445a para. 1, 439 para. 2 and 3 BGB), we will notify the Seller and ask for a written statement with a brief explanation of the facts. If a substantiated statement is not made within a reasonable period and no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the Seller bears the burden of proof to the contrary. <\/p>\n

(3) Our claims from supplier recourse also apply if the defective Goods have been further processed by us or another entrepreneur, e.g., by installation in another product. <\/p>\n

\u00a7 9 Product Liability <\/b><\/p>\n

(1) If the Seller is responsible for product damage, they must indemnify us against third-party claims to the extent that the cause lies within their sphere of control and organization and they themselves are liable in relation to third parties. <\/p>\n

(2) Within the scope of their indemnification obligation, the Seller must reimburse expenses according to \u00a7\u00a7 683, 670 BGB arising from or in connection with a claim by third parties, including recall actions carried out by us. We will inform the Seller\u2014as far as possible and reasonable\u2014about the content and scope of recall measures and give them the opportunity to comment. Further statutory claims remain unaffected. <\/p>\n

(3) The Seller must take out and maintain product liability insurance with a lump-sum coverage of at least EUR 10 million per personal injury\/property damage. <\/p>\n

\u00a7 10 Statute of Limitations <\/b><\/p>\n

(1) The mutual claims of the contracting parties shall expire according to the statutory provisions, unless otherwise specified below. <\/p>\n

(2) Deviating from \u00a7 438 para. 1 no. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies accordingly to claims arising from legal defects, whereby the statutory limitation period for third-party claims for restitution in rem (\u00a7 438 para. 1 no. 1 BGB) remains unaffected; claims arising from legal defects shall furthermore in no case expire as long as the third party can still assert the right against us\u2014in particular due to a lack of limitation. <\/p>\n

(3) The limitation periods of sales law, including the above extension, apply\u2014to the extent permitted by law\u2014to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (\u00a7\u00a7 195, 199 BGB) shall apply, unless the application of the limitation periods of sales law leads to a longer limitation period in individual cases. <\/p>\n

\u00a7 11 Choice of Law and Jurisdiction <\/b><\/p>\n

(1) These AEB and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG). <\/p>\n

(2) If the Seller is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive\u2014also international\u2014place of jurisdiction for all disputes arising from the contractual relationship shall be our place of business in Koblenz. The same applies if the Seller is an entrepreneur within the meaning of \u00a7 14 BGB. However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these AEB or a prior individual agreement or at the general place of jurisdiction of the Seller. Overriding statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected. <\/p>\n<\/div><\/div><\/div><\/div><\/div>\n","protected":false},"excerpt":{"rendered":"","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"100-width.php","meta":{"footnotes":""},"class_list":["post-6276","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/www.krempl.de\/en\/wp-json\/wp\/v2\/pages\/6276","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.krempl.de\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.krempl.de\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.krempl.de\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.krempl.de\/en\/wp-json\/wp\/v2\/comments?post=6276"}],"version-history":[{"count":1,"href":"https:\/\/www.krempl.de\/en\/wp-json\/wp\/v2\/pages\/6276\/revisions"}],"predecessor-version":[{"id":6279,"href":"https:\/\/www.krempl.de\/en\/wp-json\/wp\/v2\/pages\/6276\/revisions\/6279"}],"wp:attachment":[{"href":"https:\/\/www.krempl.de\/en\/wp-json\/wp\/v2\/media?parent=6276"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}