General terms of delivery and payment (GTC)
for Kohler Verpackungstechnik GmbH - hereinafter referred to as "Kohler".
Status: January 2023
Kohler Verpackungstechnik GmbH - contract bonding
Maybachstrasse 9-13
75433 Maulbronn
Phone +49 (0) 7043 . 9540964
Lohnklebung@kvt-info.de
www.kvt-info.de
1. Scope
1. Kohler provides deliveries and services exclusively on the basis of the General Terms and Conditions below.
Changes and additions must be in writing. Deviating conditions of the contractual partner do not apply even if they were not expressly contradicted in individual cases.
2. These general terms and conditions also apply to further orders, without the need to make special reference to them again.
2. Offers, conclusion of contract, prices
1. Offers are non-binding in all parts unless they are expressly designated as binding.
2. In the case of offers marked as binding, a contract is formed if the customer accepts the offer within a period of two weeks from the date of the offer.
After this period, Kohler is no longer bound by the offer.
In the case of other offers, the contract is formed when Kohler confirms the order.
3. Kohler's prices do not include the applicable statutory value-added tax. They apply ex works and therefore do not include costs for packaging, freight, postage and insurance, as well as other shipping costs.
4. Kohler is entitled to make reasonable adjustments to the contract prices to reflect increased wage and material costs, including price increases by its sub-suppliers, if the goods are delivered more than four months after the conclusion of the contract and the cost increase occurred after the conclusion of the contract.
5. The customer bears the costs for sketches, drafts and other preparatory work made at the customer's request - even if the contract is not concluded.
6. Kohler reserves the property rights and copyrights to cost estimates, drawings and other offer documents. They may only be made accessible to third parties with the consent of Kohler.
3. Deliveries, transfer of risk
1. Partial deliveries are permitted and oblige the customer to pay the proportionate payment unless acceptance of the partial delivery would be unreasonable. Each partial delivery is considered to be the completion of a separate order within the meaning of these conditions.
2. In principle, Kohler is entitled to make production-related over- or under-deliveries of up to 10%.
In the case of a scope of delivery of less than 500 kg or a particularly difficult design, higher tolerances of up to a maximum of 20% are permissible unless otherwise agreed.
The actual scope of delivery is to be invoiced.
3. The order is executed according to the general state of the art within the framework of the technically necessary material and process-related tolerances in commercial quality, unless specified execution standards have been agreed with the customer in individual cases.
4. Deliveries are made ex works at the customer's expense.
The risk for the goods is transferred to the customer upon notification that the goods are ready for dispatch, but at the latest when they leave the ramp at the manufacturer's works.
This also applies to partial deliveries and if Kohler has assumed the shipping costs or delivery and installation of the goods.
5. Transport or other insurance is only taken out at the express request and at the expense of the customer.
6. In the event of a delay in acceptance, the purchaser shall bear the storage costs incurred by Kohler - in addition to other damages. These amount to half a percent for each full week of delay, but a maximum of 5% of the net value of the goods not accepted.
The customer reserves the right to prove lower and Kohler reserves the right to prove higher storage costs.
7. If, after notification of readiness for dispatch, the finished goods are not called off or not delivered for reasons for which Kohler is not responsible, claims by the customer for loss of quality due to the duration of storage are excluded.
8. With each delivery of palletized goods, the customer must return the same number of pallets of the same value to the contractor as he received.
Pallets that are not returned or are damaged will be invoiced at the replacement price.
4. Delivery times and dates
1. The delivery times given by Kohler are non-binding and only approximate unless expressly stated otherwise
fixed dates agreed in individual contracts.
These are only relevant if Kohler has received all the documents, approvals, releases and agreed payments required for the execution of the order in good time from the customer.
2. The delivery time begins at the earliest with the receipt of the order confirmation by the customer.
It is met if the delivery item has left the ramp in the manufacturer's works within the period or readiness for dispatch has been notified. delivery days
are working days.
3. If, after conclusion of the contract, the customer requests changes to the order which affect the production time, any delivery times must be re-agreed; in case of doubt, the delivery period is extended accordingly. The same applies if the customer does not properly meet his obligations to cooperate.
4. In cases of force majeure or other circumstances for which Kohler is not responsible (e.g. official measures, strike, lockout, operational disruptions, problems in procuring materials, traffic disruptions, etc. - even if they occur at the sub-supplier), the - also confirmed - reasonable delivery times. This also applies if the aforementioned circumstances arise during a delay that has already occurred.
If the performance becomes impossible or unreasonable for Kohler due to such circumstances, Kohler is released from the obligation to perform.
If the delay in delivery lasts longer than three months, Kohler and the customer are entitled to withdraw from the contract with regard to the part that has not yet been fulfilled.
5. Payments
1. Unless otherwise agreed, payments are to be made within 30 days of receipt of the invoice without deduction.
2. If the fulfillment of the payment claim is jeopardized due to bad financial circumstances of the customer that occurred or became known after the conclusion of the contract - this is e.g. if there is an application for insolvency or a bill or check protest - Kohler has the right to deliver cash on delivery, to demand payment in advance, to retain goods that have not yet been delivered, and to stop further work on orders that are still in progress and to to withdraw from contracts concluded with the purchaser, unless the latter provides an advance payment or other security.
The assertion of further claims, in particular in the case of delay, remains reserved.
3. The customer is only permitted a right of retention or offsetting in the case of undisputed or legally established claims.
4. The customer agrees that he will receive invoices electronically. Electronic invoices are sent to the customer by email in PDF format.
6. Retention of Title
1. The delivered goods remain our property in order to fulfill all existing and future claims arising from the terms of business.
This also applies if individual or all claims have been included in a current account and the balance has been drawn and acknowledged. Acceptances, bills of exchange and checks only count as fulfillment after they have been irrevocably cashed.
2. The customer is only entitled to resell the goods in the ordinary course of business if he hereby assigns to us all claims that accrue to him from the resale against customers or third parties. The customer is not entitled to other disposals of the goods subject to retention of title, in particular pledging or assignment as security.
If the reserved goods are sold unprocessed or after processing or combination with items that are exclusively the property of the customer, the customer hereby assigns the claims arising from the sale of the reserved goods in the amount of the value of the reserved goods with all ancillary rights and priority over the rest away.
The same applies in the event that the customer sells the reserved goods after processing/combination together with goods that do not belong to us. Kohler accepts the assignment.
If there is a current account relationship between the customer and his buyer, the assignment not only extends to the balance recognized in accordance with § 355 HGB, but also to any surplus from the current account relationship, which is due for payment immediately without determination or recognition.
The customer is authorized to collect these claims even after assignment until revoked.
Our authority to collect the claim itself remains unaffected; however, we undertake not to collect the claims and not to revoke the customer's authorization to collect as long as the latter duly meets his payment and other obligations to us.
We can demand that the customer informs us of the assigned claims and their debtors, provides all the information required for collection and hands over the associated documents and informs the debtors of the assignment.
Any treatment or processing of the goods subject to retention of title is carried out by the customer for us as the manufacturer, without any obligations arising for us as a result.
If the reserved goods are processed, combined, mixed or blended with other goods that do not belong to us, we are entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending .
If the customer acquires sole ownership of the new item, there is agreement that the customer grants us co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended reserved goods and stores them for us free of charge.
3. The customer undertakes to only sell the goods delivered by us with the proviso that he retains title to these goods until the purchase price has been paid in full and agrees that instead of the retention of title if this is replaced by resale, connection, processing or mixing expires, ownership of the new item or the resulting claim occurs.
4. In the event of a delay in payment or an application for the opening of insolvency proceedings against the customer's assets, we are entitled to claim the immediate return of the reserved goods. The taking back does not constitute a withdrawal from the contract.
At the same time, the time-limited claims are then due for payment immediately. Submitted bills of exchange are to be redeemed against cash payment step by step, regardless of their due date.
5. If the value of the existing securities exceeds the claims to be secured by more than 10%, we are obliged to release the securities that exceed the value of 110% of our claims at the request of the customer.
We are entitled to select the securities to be released.
6. The customer is obliged to insure the reserved goods against any insurable damage.
He assigns his claims from the insurance contracts to us in advance and, at our request, provides proof of the conclusion of the insurance contracts.
Access by third parties to goods subject to retention of title or claims that have taken their place must be reported to us immediately by the purchaser, enclosing documents.
7. Copyright, Industrial Property Rights
1. Kohler retains all rights to designs, dies, negatives, plates, printing rollers, forming devices, films and digital data created by Kohler, even if the purchaser has contributed financially to their creation.
2. The intellectual property of new folding carton designs remains with Kohler.
New designs may only be used by the customer on the basis of a separate written (license) agreement.
3. The customer assures that he has all property rights in connection with the goods ordered. He indemnifies Kohler from any claims by third parties that these assert against Kohler due to (even just an alleged) violation of industrial property rights.
This applies in particular to rights - including reproduction and copyrights - in connection with print templates, drafts and finished samples, with materials, texts, trademarks, as well as drafts and constructions for opening and closing folding boxes, insofar as they have been specified by the customer.
The contracting parties will inform each other immediately in the event of a claim for infringement of property rights.
8. Warranty, Liability
1. Kohler assumes the following warranty for material defects and defects of title to the exclusion of further rights. The regular warranty period is six months.
2. Parts that were defective at the time of transfer of risk will be repaired or replaced at Kohler's option. The goods must be checked immediately by the customer for all essential and required properties for their use. Any complaints, in particular damage during transport, must be made in writing immediately.
3. Defects in a part of the delivery cannot lead to a complaint about the entire delivery, provided that the defect-free and defective parts can be separated using reasonable means.
4. If a repair or replacement delivery is impossible or fails at least twice or is not carried out by Kohler despite setting a reasonable deadline after the onset of default, the customer can reduce the price, withdraw from the contract or demand compensation.
The assertion of claims for damages presupposes that the customer can prove that Kohler is at fault.
5. Liability for damages is excluded to the extent permitted by law. Kohler is not liable for damage that is not due to intent or gross negligence, unless the fault relates to a cardinal obligation and/or an owner or manager of the company.
This liability exclusion does not cover cases in which defects in quality or title result in injury to life, limb or health as a result of a negligent breach of duty.
6. Insofar as Kohler is liable, this is always limited to the typically foreseeable damage.
7. Kohler's liability is also limited to the net value of the goods from which the defective item/cause of claim originates.
8. Samples are made by the contractor with due care.
However, the customer is obliged to check these samples himself and on his own responsibility before starting production on the basis of these documents.
The contractor is not liable for any consequential damage, in particular not for production errors resulting from errors in samples or models by the contractor.
9. In the case of contract work, the contractor is only liable up to the amount of the order value.
9. Miscellaneous
1. Place of performance and place of jurisdiction is Maulbronn
2. German law applies exclusively.
The application of UN sales law (CISG) is expressly excluded.
3. Should a provision of these terms and conditions be ineffective, the validity of the remaining provisions shall remain unaffected.
The invalid provision will be replaced by one that achieves the originally intended economic purpose in the best possible way.
4. Tools, printing plates or other special, order-related aids will be disposed of after a period of 5 years after the last order was made, without further notification to the customer.