General Purchase Conditions
Kröger Greifertechnik GmbH & Co. KG
General Purchase Conditions (Revision: Jan 2013)
The following items shall have, in these GENERAL PURCHASE
CONDITIONS (GPC), the meaning indicated below:
1.1 KRÖGER-GREIFERTECHNIK or BUYER:
KRÖGER Greifertechnik GmbH & Co. KG
Any natural or legal person, who enters or has entered into a
PURCHASE ORDER with KRÖGER-GREIFERTECHNIK.
1.3 PURCHASE ORDER:
Any contract covering deliveries and/or services between KRÖGERGREIFERTECHNIK and the SUPPLIER.
1.4 SUBJECT OF THE ORDER:
All deliveries and services including all auxiliary services which are
necessary to fulfil the obligations and conditions of the PURCHASE
All the documents to be delivered by the SUPPLIER according to the PURCHASE ORDER, including all the documents set forth by the law, rules and regulation in force which are necessary for the legitimate use of the SUBJECT OF THE ORDER.
1.6 CONTRACTUAL DOCUMENTS:
All the documents being part of the PURCHASE ORDER, including but not limited to the order document, as well as related annexes, reports, tasks, specifications, (technical) documents, other written agreements, and including these GENERAL PURCHASE CONDITIONS of KRÖGER-GREIFERTECHNIK.
Every natural or legal person who places a contract with KRÖGERGREIFERTECHNIK for the erection and/or delivery of a grab and/or performance of services. If, for any reason, the CUSTOMER is not the final user of the grab, the term CUSTOMER shall include, for the purposes of any clause of the PURCHASE ORDER, also the final user.
Subject of the contract between KRÖGER-GREIFERTECHNIK and the CUSTOMER, while the SUBJECT OF THE ORDER between BUYER and the SUPPLIER is integral part of it.
Place where the GRAB shall be employed.
KRÖGER-GREIFERTECHNIK and the SUPPLIER.
The latest edition of the INCOTERMS in force when the PURCHASE ORDER is stipulated, published by the International Chamber of Commerce
2.0 SCOPE – EFFECTS
2.1 These GENERAL PURCHASE CONDITIONS (GPC) shall apply solely and shall be integral and substantial part of every PURCHASE ORDER stipulated between KRÖGER-GREIFERTECHNIK and the SUPPLIER. The SUPPLIER´s terms and conditions of supply are not recognized unless KRÖGER-GREIFERTECHNIK has given express written consent to their validity. The present GENERAL PURCHASE CONDITIONS apply even if KRÖGER-GREIFERTECHNIK unreservedly accepts the supply in awareness of SUPPLIER´s terms which are contrary to or at variance with the present GPC. KRÖGERGREIFERTECHNIK´s GPC apply to businesses as defined in § 14 BGB [German Civil Code] only when the contract appertains to the operation of the business, and to legal persons under public law and special funds under public law as defined in § 310 para. 1 BGB [German Civil Code]. Prior to submitting its quotation, the potential SUPPLIER shall inform itself of all factors affecting price calculation and take these into consideration when calculating its prices. Any subsequent claim for lack of knowledge will not be accepted. No remuneration will be granted by KRÖGER-GREIFERTECHNIK for visits and the preparation of quotations or visits.
2.2 Any special provisions of the PURCHASE ORDER which may be in contrast with these GPC shall prevail over the corresponding provisions of the GPC
2.3 Placement of the PURCHASE ORDER shall be made in writing. Any modification or addition to the CONTRACTUAL DOCUMENTS shall be effective between the PARTIES only if formalized expressly with the revision of the PURCHASE ORDER, made by issuing an addendum or revision of the CONTRACTUAL DOCUMENTS and shall prevail over the previous agreements. Services and deliveries implemented without written PURCHASE ORDER will not be accepted. Silence by KRÖGER-GREIFERTECHNIK concerning proposals, claims proofs or confirmation letters of the SUPPLIER shall in no case be deemed an approval. Correspondence relating to the PURCHASE ORDER shall be conducted by the SUPPLIER with the purchasing department of KRÖGER-GREIFERTECHNIK. Arrangements made with other departments require the express written confirmation of KRÖGER-GREIFERTECHNIK´s purchasing department if the arrangements envisage changes contractually defined points or amendments to the CONTRACT.
2.4 The invalidity or inapplicability of one or more clauses of these GENERAL PURCHASE CONDITIONS shall not effect the validity of the other clauses which, therefore, shall remain valid and unchanged.
3.0 FORMATION OF CONTRACT
3.1 The PURCHASE ORDER can take effect upon the signing of the PURCHASE ORDER by the PARTIES or upon the return of an identical signed order acknowledgment by the SUPPLIER. Attention shall be expressly drawn to any deviations from the PURCHASE ORDER. The SUPPLIER declares to know all the CONTRACTUAL DOCUMENTS, and that it has examined, checked and approved them.
3.2 In no case a partial acceptance of the PURCHASE ORDER consisting, as unbinding example, in signing the DOCUMENTS being part of it partially and/or making amendments and/or modifications of any nature to the order and/or adding SUPPLIER´s sales conditions, shall be allowed. The SUPPLIER shall be obliged to accept the PURCHASE ORDER from KRÖGER-GREIFERTECHNIK within a period of two weeks and to send KRÖGER-GREIFERTECHNIK an appropriate order acknowledgment. If this does not happen, KRÖGERGREIFERTECHNIK shall be entitled to withdraw the order, even if the order was preceded by a binding offer from the SUPPLIER.
4.0 SUPPLIER´S COMPETENCE – INFORMATION OBLIGATION
4.1 The SUPPLIER declares that it is qualified in the production of the SUBJECT OF THE ORDER. The SUPPLIER expressly agrees to inform KRÖGER-GREIFERTECHNIK about any suggestions, possibly needed or advisable (improvements, changes etc.), to consult in this regard and make such suggestions without additional compensation. These suggestions are based on the SUPPLIER´s knowledge, take into account technical developments and include the fact of which the SUPPLIER is declaredly aware that the SUBJECT OF THE ORDER should be an integral part of the GRAB.
4.2 As expert, the SUPPLIER shall examine all the DOCUMENTATION received from KRÖGER-GREIFERTECHNIK and undertakes to notify the latter of any inaccuracies, errors or omissions which may be found in these documents immediately, proposing, if necessary and without additional compensation, the most suitable corrections.
4.3 The SUPPLIER declares to meet all requirements necessary to fulfil the PURCHASE ORDER correctly and precisely.
5.0 PRICES / TERMS OF PAYMENT
5.1 The agreed prices are fixed prices or lump sum prices for the duration of the completion of the PURCHASE ORDER and include all deliveries and services to be performed by the SUPPLIER including all auxiliary costs.
5.2 The SUPPLIER has taken into account all relevant risks, including possible increases in material and labour costs, during the setting of the prices. The SUPPLIER is not entitled to cancel the PURCHASE ORDER based on the reasoning that costs are too high. The prices thus do not fluctuate.
5.3 The price covers all taxes (excluding VAT), charges and costs, including those for the SUPPLIER´s personnel, occupational safety costs and all other additional costs of any kind, including the SUPPLIER´s insurance costs; payments for other liabilities and obligations assumed by the SUPPLIER within the context of the PURCHASE ORDER (duties of coordination and of disclosure etc.) and ancillary costs, such as the cost of packaging, acceptance and guarantees.
5.4 Insofar as no other agreements have been reached, payments shall be made within 60 calendar days from receipt of original invoice, net, or within 14 days at 3 % cash discount. The SUPPLIER cannot, however, issue an invoice until the agreed preconditions have been fulfilled, e.g. delivery is completed and the required services have been performed.
5.5 Any open or accrued demands to which KRÖGER GREIFERTECHNIK is entitled (contract penalty, damages, etc.) may be used by KRÖGER-GREIFERTECHNIK to offset any demands of the SUPPLIER.
5.6 If hourly wage rates have been agreed upon, these will only be acknowledged in the arranged cost rates if the SUPPLIER´s performance records are confirmed and signed by KRÖGERGREIFERTECHNIK.
5.7 In the event of an incorrect delivery, KRÖGER-GREIFERTECHNIK shall be entitled to withhold payment pro rata until the order has been properly fulfilled.
5.8 The SUPPLIER is not entitled to assign its claims against KRÖGER-GREIFERTECHNIK, or to allow them to be collected by a third party, without prior written consent – which shall not be unreasonably withheld.
Unless specified in the CONTRACTUAL DOCUMENTS, the SUPPLIER has to obtain guaranties/sureties for the benefit of KRÖGER-GREIFERTECHNIK on hits own responsibility and at its own expense if the PURCHASE ORDER provides down-payments. Further guaranties/sureties may be required in the PURCHASE ORDER. The SUPPLIER receives specimens of the guaranties/sureties that are to be issued for the benefit of KRÖGER-GREIFERTECHNIK. Guaranties/sureties are to be issued according to these specimens by a first-class financial institution or credit underwriter that is acceptable for KRÖGER-GREIFERTECHNIK.
7.0 TERMS OF COMPLIANCE – EXECUTION OF THE PURCHASE ORDER
7.1 Should the SUPPLIER culpably default on the delivery, KRÖGERGREIFERTECHNIK is entitled to demand that the SUPPLIER pay for damages caused by the delay in full. After a reasonable grace period set by KRÖGER-GREIFERTECHNIK has elapsed without success, KRÖGER-GREIFERTECHNIK is entitled to withdraw from the CONTRACT and/or assert compensation damages in place of performance.
7.2 KRÖGER-GREIFERTECHNIK shall have the right to refuse partial or early deliveries of the SUBJECT OF THE ORDER and, in this case, may return, at its own choice, or store them at the SUPPLIER´s expense and risk.
7.3 In any case, the SUPPLIER shall inform KRÖGERGREIFERTECHNIK, immediately and in writing, of any delay, providing the causes of the delay and the measures that it intends to implement to avoid it or to limit its effects.
7.4 KRÖGER-GREIFERTECHNIK may demand that the SUPPLIER change the contractually agreed upon schedule and the sequence of individual activities. The SUPPLIER will generally not refuse such change requests by KRÖGER-GREIFERTECHNIK. Terms of compliance shall be extended, if necessary, with mutual agreement by the PARTIES.
7.5 The date of delivery is the date by which the SUBJECT OF THEORDER shall be delivered by the SUPPLIER or is ready for delivery.
7.6 Unless stated differently in the CONTRACTUAL DOCUMENTS, the delivery shall be made FCA in accordance with the INCOTERMS 2010.
7.7 The SUPPLIER agrees to store the delivery items free of charge and at own risk for a period of max. 3 months after the agreed term of delivery in case of postponement of the delivery term. In case of advance deliveries the SUPPLIER shall request the prior approval of KRÖGER-GREIFERTECHNIK.
7.8 Acceptance of delayed deliveries/services shall not be deemed a waiver of claims for damages and/or penalties.
8.0 TECHNICAL DOCUMENTATION / DOCUMENTS
8.1 Documents of any kind which are provided by KRÖGERGREIFERTECHNIK shall remain the property of KRÖGERGREIFERTECHNIK and must neither be reproduced or used for other purposes nor made accessible to third parties.
8.2 Documents provided by KRÖGER-GREIFERTECHNIK shall be reviewed by the SUPPLIER prior to commencing manufacture for completeness and internal dimensional relations and corrected, if necessary, after consulting with KRÖGER-GREIFERTECHNIK. Any documents possibly missing are to be requested without delay from KRÖGER-GREIFERTECHNIK in writing. Should the SUPPLIER, when reviewing the fabrication documents, find references to documents or regulations which are not known to it or which had not been handed over to it, it shall immediately request these documents from KRÖGER-GREIFERTECHNIK. In case of unclear statements in the technical documents, it shall also consult KRÖGER GREIFERTECHNIK immediately. The SUPPLIER shall only be entitled to cite non-provision of necessary documents to be provided by KRÖGER-GREIFERTECHNIK if these were requested in writing and not received immediately.
8.3 Approval by KRÖGER-GREIFERTECHNIK of drawings, calculations and other documents prepared by the SUPPLIER, shall in no way limit the warranty obligations and liability of the SUPPLIER concerning the SUBJECT OF THEORDER. This shall also be applicable to proposals and recommendations given by KRÖGERGREIFERTECHNIK unless expressly otherwise agreed.
8.4 After completion or acceptance of the SUBJECT OF THE ORDER, the drawings and calculations corresponding to the actual execution (if designed by the SUPPLIER) and other DOCUMENTATION covering the SUBJECT OF THE ORDER shall be sent to KRÖGERGREIFERTECHNIK in the number and manner required by KRÖGERGREIFERTECHNIK in German and English language and in the language of the country where the grab shall be installed. These include, if applicable:
- Current and circuit diagrams etc. that indicate the final state.
- Test and acceptance documents
- Drawings, structural calculations, verifiable structural calculations
- Operational, repair and maintenance instructions
- Spare parts list (incl. OEM documentation)
- Manufacturer declaration in accordance with the valid EC Machinery Directive
- In the event of the supply of fireproof products, safety data sheets in accordance with EC Regulation No 1907/2006 (REACH) and its applicable successor regulations, including those which apply at SITE.
- In the event of the supply of dangerous goods under the terms of the GefStoffV [German Hazardous Substances Ordinance] and the GgbefG [German Dangerous Goods Transportation Act], safety data sheets and the required transport documents.
Handing over of this DOCUMENTATION shall be the basis for payment of the invoices by KRÖGER-GREIFERTECHNIK. If modifications are made to the SUBJECT OF THE ORDER, the DOCUMENTATION shall be updated by the SUPPLER accordingly. The SUPPLIER shall be obliged to transfer to KRÖGER-GREIFERTECHNIK the title of the DOCUMENTATION prepared by it. Intellectual property rights shall remain unaffected. KRÖGER-GREIFERTECHNIK and third parties engaged by KRÖGERGREIFERTECHNIK may use this DOCUMENTATION free of charge to carry out repair work, modifications or new orders as well as to fabricate spare parts. 8.5 In case that the SUPPLIER deviates from the DOCUMENTATION provided or released by KRÖGER-GREIFERTECHNIK, any damage or cost incurred by KRÖGER-GREIFERTECHNIK or third parties in connection herewith shall be on account of the SUPPLIER.
9.1 The SUPPLIER shall be obliged to execute the SUBJECT OF THE ORDER in proper quality and in exact compliance with the DOCUMENTATION handed over respectively approved by KRÖGERGREIFERTECHNIK in accordance with the applicable or agreed regulations.
9.2 In case of SUBJECTS OF THE ORDER designed by the SUPPLIER, the machine elements and components shall be designed and arranged so that they can easily and properly be maintained, inspected, and replaced. Wearing parts, if any, shall have a long service life.
9.3 Test results for welds that are subject to inspection and other tests are to be documented.
9.4 DOCUMENTATION which has not been prepared according to the PURCHASE ORDER, shall not be deemed delivered in due time and shall be considered faulty, and hinder payment of the invoices by KRÖGER-GREIFERTECHNIK.
9.5 The material and manufacturing instructions by KRÖGERGREIFERTECHNIK shall be applicable.
9.6 Parts bought and used in the SUBJECT OF THE ORDER by the SUPPLIER shall be standardized as far as possible.
9.7 The SUBJECT OF THE ORDER must comply strictly with the contractually required standards and the regulations that are valid on SITE, especially with regard to the provisions relating to health, safety and environmental protection.
9.8 Approvals dependant on the personal discretion of the responsible authorities shall be discussed and clarified before commencement of the work.
9.9 The SUBJECT OF THE ORDER, designed and delivered by the SUPPLIER shall be complete and include all parts required for the perfect operation, fulfilling the warranted data, as well as adhering to the assured characteristics, even if necessary individual parts were not specified in the parts list. Missing parts must be delivered subsequently and installed by the SUPPLIER free of charge for KRÖGER-GREIFERTECHNIK.
9.10 Quality assurance shall be within the sole responsibility of the SUPPLIER. Neither quality checks nor tests or acceptance by KRÖGER-GREIFERTECHNIK or its CUSTOMER shall release the SUPPLIER from its full responsibility and liability within the framework of its obligations from the PURCHASE ORDER.
10.0 OCCUPATIONAL HEALTH AND SAFETY, ENVIRON-MENTAL PROTECTION
10.1 It shall be the specified goal of the SUPPLIER to protect the environment and the life and health of its employees. This also applies to the employees of companies that provide deliveries and services for the SUPPLIER in various forms. The SUPPLIER undertakes to make sure that personnel it deploys in the performance of the deliveries and services at the premises of KRÖGER-GREIFERTECHNIK or at the SITE observes the applicable laws, safety and accident prevention regulations as well as the provisions relating to health, occupational safety, fire safety and environmental protection. The SUPPLIER shall be responsible for storing and protecting the working means and materials required.
10.2 As regards materials and objects that may pose risks for human life and health as well as the environment or material assets, and which therefore require special treatment pursuant to regulations in reference to packaging, transport, warehousing, handling and waste removal, the SUPPLIER shall notify KRÖGER-GREIFERTECHNIK at the time of submission of the quotation but at the time of placement of the PURCHASE ORDER at the latest accordingly and provide a complete material safety data sheet that corresponds to the valid regulations for transport of dangerous goods.
10.3 The SUPPLIER is obliged to execute the PURCHASE ORDER in such a manner that the pertinent labour protection and accident prevention regulations, the generally recognized safety regulations as well as any safety instructions submitted by KRÖGERGREIFERTECHNIK are observed. The SUPPLIER ensures that all of the personnel entrusted with the performance of the SUBJECT OF THE ORDER have been trained sufficiently and appropriately prior to start of work. The SUPPLIER furthermore assures that the personnel receive information about industrial safety and safety on the job within the framework of this training while taking the SITE-specific risks and the particular services to be rendered into account and that such personnel receive the necessary equipment. The SUPPLIER will provide the deployed personnel with necessary and appropriate personal protective equipment that is prescribed for performing the SUBJECT OF THE ORDER. In the event of violations of the labour safety or non-compliance with regulations mentioned above, KRÖGER-GREIFERTECHNIK can demand from the SUPPLIER either suspension of work activities until the deficit is rectified and/or removal of the non-compliant employee from further activity. In the event of serious violations, KRÖGERGREIFERTECHNIK has the right to cancel the contract. In this case the SUPPLIER is liable for damages. The SUPPLIER shall be liable for professional and adequate execution of its work tasks and for faultless and proper installation, technical working equipment and working materials or work procedures. KRÖGER-GREIFERTECHNIK reserves the right to claim damages based on subsequent consequences. The SUPPLIER is liable for all personal injuries and any property damage of KRÖGER-GREIFERTECHNIK, their employees and/or third parties, caused by the SUPPLIER´s employees. Until the time of completion of works the SUPPLIER has the full responsibility for any action on SITE and on the respective plant facilities, insofar these fall under its scope of duties. The SUPPLIER has to make sure that its employees and any other person it contracts comply with the instructions of the supervisory personnel employed by KRÖGER-GREIFERTECHNIK for maintaining safety and order and participate in the usual inspections.
10.4 The SUPPLIER must dispose of any debris and other accumulating waste products at its expense on an ongoing basis. At KRÖGER-GREIFERTECHNIK´s request, disposal records must be presented. If the SUPPLIER or its sub-SUPPLIER´s do not remove their debris or refuse although being requested to do so, the site management shall be entitled to remove it at the SUPPLIER´s expense.
11.0 PROVISION OF MATERIALS BY THE SUPPLIER
All parts provided by KRÖGER-GREIFERTECHNIK, which have to be assembled or machined by the SUPPLIER, shall remain the only and exclusive unencumbered property of KRÖGER-GREIFERTECHNIK prior to during and after machining and/or assembling. The parts provided shall be inspected by the SUPPLIER immediately, any complaints shall be made known to KRÖGER-GREIFERTECHNIK at once. In case the parts are damaged or destroyed by the SUPPLIER or its representatives, the SUPPLIER shall be obliged to remedy or replace them or to render equivalent replacement free of charge for KRÖGER-GREIFERTECHNIK.
12.0 CHANGES TO TE SUBJECT OF THE ORDER
12.1 KRÖGER-GREIFERTECHNIK is entitled to require the SUPPLIER to make reasonable changes to the SUBJECT OF THE ORDER.
12.2 In the case of minor changes the SUPPLIER shall have no entitlement to claim additional payment nor to postpone the agreed delivery deadline.
12.3 In the case of changes over and above minor changes, the SUPPLIER shall give notice within 10 calendar days from receipt of the request for a change that the contractual terms must be amended. If this does not happen, the conditions shall stay as they are. Otherwise the parties shall come to an agreement as to a reasonable adjustment of the terms.
13.0 CHECKS – INSPECTIONS, TESTS AND ACCEPTANCE
13.1 KRÖGER-GREIFERTECHNIK is entitled, within normal working hours and after giving prior notice on first visit and ever following without prior notice, to satisfy itself regarding the progress of the work on the SUBJECT OF THE ORDER to be supplied. If KRÖGERGREIFERTECHNIK ascertains in the course of these checks that the fulfilment of the PURCHASE ORDER is not proceeding properly and expertly and in accordance with the terms laid down, KRÖGERGREIFERTECHNIK can specify a reasonable period within which the SUPPLIER shall establish compliance with those terms. If, after the end of that period, this has not been achieved, KRÖGERGREIFERTECHNIK can withdraw from the PURCHASE ORDER. The SUPPLIER undertakes to allow, at any time during the ordinary working hours, free access to its premises/workshops and manufacturing facilities/offices to third parties designated and/or authorized by KRÖGER-GREIFERTECHNIK, and to provide to them any information and support necessary to perform the abovementioned activities. In case that KRÖGER-GREIFERTECHNIK exercises the a.m. inspection rights, the SUPPLIER shall ensure the required assistance without additional costs for KRÖGERGREIFERTECHNIK. The SUPPLIER has to ensure that its sub- SUPPLIER´s, if any, shall guarantee free access and collaboration.
13.2 The costs of inspections, checks and acceptance inspections shall be borne by the SUPPLIER, with the exception of personnel, travel and tools costs incurred by KRÖGER-GREIFERTECHNIK and by contractors appointed by KRÖGER-GREIFERTECHNIK.
13.3 Should KRÖGER-GREIFERTECHNIK request a formal inspection, the SUPPLIER and KRÖGER-GREIFERTECHNIK shall agree on a date of the acceptance inspection. The SUPPLIER will suggest suitable dates to KRÖGER-GREIFERTECHNIK in due time. In cases where official approvals and acceptance tests by authorities are necessary the SUPPLIER shall make available all necessary DOCUMENTATION in due time. Conditions for acceptance: Proof of the official acceptance for SUBJECTS OF THE ORDER, which have to be approved by national or special authorities , and submission of the appropriate acceptance certificates, test certificates and similar, submission of the complete DOCUMENTATION and successful execution of goods examinations and tests. The SUBJECT OF THE ORDER is not considered as accepted or preliminary accepted even if KRÖGER-GREIFERTECHNIK or its CUSTOMER has used the SUBJECT OF THE ORDER prior to acceptance.
13.4 In case that KRÖGER-GREIFERTECHNIK is required to do additional acceptance work or render technological consulting services due to technological and quality faults, the costs incurred in this connection amounting to the hourly rates and travelling expenses incurred by KRÖGER-GREIFERTECHNIK shall be borne by the SUPPLIER. All material costs, if any, of the current tests as well as the final acceptance shall be borne by the SUPPLIER.
13.5 KRÖGER-GREIFERTECHNIK shall have the right to refuse any and all part of the SUBJECT OF THE ORDER which deems defective or non-compliant with the PURCHASE ORDER.
13.6.The final acceptance of the SUBJECT OF THE ORDER shall take place within the context of the acceptance of the equipment at the SITE.
13.7 KRÖGER-GREIFERTECHNIK shall have the right to withdraw from the PURCHASE ORDER if the SUPPLIER rejects the visits, information, inspections and checks.
14.1 Technical marking: Each individual component of the SUBJECT OF THE ORDER shall be labeled with all details necessary for its correct identification, in accordance with the details in the PURCHASE ORDER.
14.2 Shipment marking: The SUPPLIER shall realize the shipment marking and affixes the agreed identification plates according to KRÖGERGREIFERTECHNIK ´s instructions to the individual packing units.
15.0 SHIPMENT/PACKAGING SPECIAL TRANSPORTS – HAZARDOUS MATERIALS
15.1 The material shall be shipped by the SUPPLIER in compliance with the instructions given by KRÖGER-GREIFERTECHNIK. Safe transportation is of highest priority. The method of packing and packaging materials shall be sufficient to protect the SUBJECT OF THE ORDER against hazards associated with handling and storage conditions encountered during transport. Every single component of the SUBJECT OF THE ORDER shall be duly cleaned, protected and packaged suitably in accordance with the regulations in force and/or the ordinary industrial practice, considering the transport, handling and storage conditions.
15.2 All wrappings, boxes and packaging materials shall be suitable for the SUBJECT OF THE ORDER and for the defined means of transport. The SUBJECT OF THE ORDER shall be loaded so that no damage occurs during transport. Therefore any damage due to the lack or unsuitability of the protections or to packaging defects shall be at the SUPPLIER´s charge.
15.3 The size and weight of the packaging units shall comply with the rules of transport in force. Packaging of the SUBJECT OF THE ORDER shall be in accordance with the national/international rules and laws for suitable street transport. If KRÖGER-GREIFERTECHNIK lays down different transport requirements, these are described in the PURCHASE ORDER.
15.4 The SUPPLIER shall inform KRÖGER-GREIFERTECHNIK immediately if the SUBJECT OF THE ORDER has, exceptionally and inevitably, characteristics which require special or exceptional authorizations for its transport, or requires the use of special means. In any case, detailed information shall be duly communicated by the SUPPLIER to KRÖGER-GREIFERTECHNIK in order to enable the latter to obtain the authorizations and/or to supply the necessary means of transport by the delivery date.
15.5 The SUPPLIER shall inform KRÖGER-GREIFERTECHNIK immediately if the SUBJECT OF THE ORDER includes materials deemed hazardous pursuant to the regulations in force (such as acids, chemicals, paints, etc.) and requires special certifications and/or authorizations or the adoption of special precautions for its packaging and transport.
15.6 The shipping documents prepared for shipments shall comply with international transportation and custom clearance procedures. Shipping documents shall include all documents necessary for shipping the SUBJECT OF THE ORDER from the point of origin to the place of destination and shall include but not be limited to:
- Transport and lifting drawings, if necessary
- Special handling requirements
- Preliminary packing list, if requested by KRÖGERGREIFERTECHNIK (the KRÖGER-GREIFERTECHNIK form shall be used)
- Confirmed packing list according to KRÖGER-GREIFERTECHNIK form
- Notification of readiness for delivery
- Certificate of origin, preference documents (EUR.1 certificate, NAFTA, etc.), SUPPLIER´s declarations or other documents requested by KRÖGER-GREIFERTECHNIK at the time of readiness for delivery
- Export declaration, with readiness for delivery
- Accompanying shipping documents for dangerous goods, with readiness for delivery. The packing list and delivery note shall indicate the number of the PURCHASE ORDER, the number of packages, the description of their content, the net and gross weights, the dimensions, the volumes and any necessary further information. The commercial invoice shall not be attached to the delivery.
16.0 TRANSFER OF OWNERSHIP AND RISKS
16.1 Title to the SUBJECT OF THE ORDER, together with associated risks, shall pass from the SUPPLIER to KRÖGER-GREIFERTECHNIK at the time of delivery.
16.2 An extended or expanded retention of title by the SUPPLIER in respect of the goods delivered to us is not acknowledged.
16.3 Materials or parts provided by us shall remain our property. They may only be used within the context of our order. It is on our behalf that the SUPPLIER is to process the materials and put together the parts. Where our materials and parts are combined, mixed or processed with other objects which do not belong to us, we shall acquire joint title to the new object in the same proportion as exists between the value of our material and the other processed objects at the time of their combining, mixing or processing. If the SUPPLIER´s object is to be regarded as the principal object, then it is deemed agreed that the SUPPLIER transfers a proportionate share in the title to us. Our sole property and the joint property shall be held for us free of charge by the SUPPLIER.
17.0 PERFORMANCE TESTS
17.1 The PURCHASE ORDER indicates the performances, characteristics, parameters, qualities, etc. which the SUBJECT OF THE ORDER must have and which can be verified by performance tests, in the terms and with the methods provided for in the CONTRACTUAL DOCUMENTS.
17.2 The positive result of the performance tests is attested by the issue of corresponding signed reports.
17.3 If the performances, characteristics, parameters, qualities etc are not achieved in the performance tests, the SUPPLIER shall implement any action necessary to ensure the compliance with the agreed provisions as soon as possible. The performance tests shall be repeated, at the SUPPLIER´s responsibility and expense, until the conditions prescribed in the PURCHASE ORDER are achieved. If the results of the performance tests are negative and thus the acceptance inspection a failure, KRÖGER-GREIFERTECHNIK is entitled to withdraw from the PURCHASE ORDER, or to require a reduction of the purchase price.
Is training for the operation of the SUBJECT OF THE ORDER included in the PURCHASE ORDER, the SUPPLIER will brief and train the personnel employed by KRÖGER-GREIFERTECHNIK or the CUSTOMER in the language required by KRÖGERGREIFERTECHNIK such that a correct operation of the SUBJECT OF THE ORDER as part of the GRAB is warranted. The briefing shall be held at the respective SITE and training at the SUPPLIER´s premises, unless specified otherwise. The compensation for the briefings and training sessions is covered by the agreed total price. A separate agreement must be reached between the SUPPLIER and KRÖGERGREIFERTECHNIK, specifying further details pertaining to the necessary training levels and contents.
19.0 WORKING IN PLANT AREAS AND CONSTRUCTION SITES OF KRÖGER-GREIFERTECHNIK OR ITS CUSTOMER
19.1 Works to be done in plant areas or construction areas of KRÖGER-GREIFERTECHNIK may impede operations and third parties only as much as is necessary.
19.2 The sequence of works shall be coordinated with the representative of KRÖGER-GREIFERTECHNIK in due time prior to the commencement of work.
19.3 Prior to the commencement of work the SUPPLIER shall inspect the work area for the correctness of all conditions (foundations, pegging out, connections etc.) necessary for him.
19.4 If requested, the SUPPLIER shall verify that the legally specified insurance has been made out for its employees.
19.5 Prior to commencement of work the SUPPLIER shall examine any preceding work of other trades – in particular measurements – in time and shall report any faults to KRÖGER-GREIFERTECHNIK.
20.0 GUARANTEES / RESPONSIBILITIES
20.1 The SUPPLIER guarantees that the SUBJECT OF THE ORDER fully complies with all prescriptions included in the PURCHASE ORDER and with the provisions agreed with KRÖGERGREIFERTECHNIK, and is implemented by carefully selected specialists in compliance with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, trade associations and special organizations. The SUPPLIER guarantees that its services are rendered in proper workmanship in accordance with the drawings as well as the PURCHASE ORDER, without faults and using proper and new material only, that the SUBJECT OF THE ORDER has the guaranteed quality and properties, in particular that they do function properly and are suitable for their intended use. The SUPPLIER guarantees that the SUBJECT OF THE ORDER shall not have any fault and/or defect. The SUPPLIER guarantees that the SUBJECT OF THE ORDER complies with the provisions of the applicable EC Machinery Directives and/or the regulations of the country at SITE. This obligation is an integral part of the PURCHASE ORDER.
20.2 The SUPPLIER must remedy any deficiencies in the SUBJECT OF THE ORDER that are reported during the warranty period, including the non fulfilment of warranted data and the absence of warranted characteristics, immediately, even outside of regular work hours, and free of charge including all additional costs at KRÖGERGREIFERTECHNIK ´s option by way of repair, new delivery or replacement of the deficient SUBJECT OF THE ORDER. The SUPPLIER shall bear any and all costs that are incurred or occur in connection with identifying and remedying the deficiencies, even such that incurred by KRÖGER-GREIFERTECHNIK, in particular the expenses for testing, disassembly and reinstallation, labour and material costs etc. as well as transport, packing and other additional costs. This also applies if the expenses are increased by the fact that the SUBJECT OF THE ORDER was moved to a different location than the place of fulfilment. The SUPPLIER shall perform remedial work or make a new delivery, if necessary, by working in multiple shifts or overtime or on public holidays, if this is necessary in cases that are deemed urgent for KRÖGER-GREIFERTECHNIK. After the unsuccessful expiry of a reasonable period specified by KRÖGERGREIFERTECHNIK for remedying the defects and for the new supply, respectively, KRÖGER-GREIFERTECHNIK shall be entitled to the legal rights of withdrawal, price reduction and compensation of damages. The SUPPLIER shall waive the defence of delayed notices of defect.
20.3 The warranty period is two (2) years and commences with the successful acceptance inspection and complete transfer of the SUBJECT OF THE ORDER, unless specified otherwise. As long as the validity of a notice of deficiency is being discussed, the warranty period of the SUBJECT OF THE ORDER is delayed from the notification about the deficiency until the discussions are finalized or the current warranty period is extended by the period of the delay. If the SUPPLIER delivers a replacement, the period of limitation for the supplied part will start over with its installation/acceptance inspection. In case of a repaired part, the period of limitation starts with the completion/ acceptance inspection of the remedial work or the installation/new construction of the repaired part.
20.4 If the SUPPLIER culpably fails to meet its guarantee obligation within a reasonable period specified by KRÖGER-GREIFERTECHNIK, the required measures may be implemented by KRÖGERGREIFERTECHNIK itself or by third parties on account and risk of the SUPPLIER – without prejudice to the guarantee obligation of the SUPPLIER. In urgent cases, KRÖGER-GREIFERTECHNIK shall have the right to remedy the defects by itself or have them remedied by third parties after co-ordination with the SUPPLIER. In extraordinary urgent cases, KRÖGER-GREIFERTECHNIK shall have the right to remedy the defects by itself or have them remedied by third parties without coordination with the SUPPLIER. If the fault in the SUBJECT OF THE ORDER requires a standstill of the GRAB or if installation work is hindered, KRÖGER-GREIFERTECHNIK may demand that the SUPPLIER takes additional temporary measures for reducing the standstill period and/or hindrance to the shortest possible time free of charge until the fault is eliminated definitely and in a technically perfect manner. Any cost incurred by KRÖGER-GREIFERTECHNIK in the connection with fault diagnosis shall be borne by the SUPPLIER to the full extent in so far it is responsible for the faults/defects concerned.
20.5 The SUPPLIER is responsible for any additionally necessary lead erection activities and/or support on part of the SUPPLIER during erection and/or commissioning activities due to faults/deficiencies that may be attribute to the SUPPLIER.
20.6 The SUPPLIER shall be responsible for all damages to persons or things suffered by KRÖGER-GREIFERTECHNIK due to delays in the delivery, faults of the SUBJECT OF THE ORDER and any other non-compliance of the SUPPLIER. It is agreed that, in any case, no check, test, inspection, acceptance test carried out by KRÖGERGREIFERTECHNIK, or no acceptance or approval of the SUBJECT OF THE ORDER shall limit the SUPPLIER´s responsibilities, which shall remain unchanged and complete pursuant to the PURCHASE ORDER and to the law.
21.0 SPARE PARTS AND RELATED OBLIGATIONS
21.1 The SUPPLIER is obliged to deliver to KRÖGERGREIFERTECHNIK as quickly as possible any and all spare parts ordered by KRÖGER-GREIFERTECHNIK with high urgency.
21.2 The SUPPLIER guarantees that the spare parts shall be the same and in any case perfectly interchangeable with the corresponding original pieces.
21.3 The SUPPLIER is committed to supply all spare parts during the entire operational life of the supplied material , however at least for a period of 10 years, starting from the expiry of the guarantee period under conditions and at prices to be agreed but in any case with values not higher than those of the market.
21.4 The SUPPLIER shall not offer to the CUSTOMER, and shall not accept from the CUSTOMER, directly or through third parties, the supply of spare parts related to the PURCHASE ORDER in any manner. If the SUPPLIER receives requests or offers for the purchase of spare parts or other goods/parts however related to the SUBJECT OF THE ORDER directly from the CUSTOMER, it undertakes to send a written notification to KRÖGER-GREIFERTECHNIK immediately. Unless otherwise agreed, and if KRÖGER-GREIFERTECHNIK does not react to such notifications in reasonable time, the SUPPLIER may offer KRÖGER-GREIFERTECHNIK replacement parts at 10% commission. KRÖGER-GREIFERTECHNIK shall receive a statement of any such transactions effected by the SUPPLIER during the previous calendar year by the end of January. KRÖGERGREIFERTECHNIK shall receive from the SUPPLIER an immediate credit note for the total of the relevant commissions, and shall issue an appropriate invoice for this amount, to be paid within 30 days of receipt of the invoice. These obligations shall be valid for a period of 10 (ten) years from the formation of the PURCHASE ORDER.
22.1 Penalties for delay: If the PURCHASE ORDER expressly establishes that the delivery of the SUBJECT OF THE ORDER after the expiry of one of the terms indicated in the CONTRACTUAL DOCUMENTS implies the payment of one or more penalties, KRÖGER-GREIFERTECHNIK shall have the right to request from the SUPPLIER immediate payment of the penalty for the delay or deduct the penalty for delay from SUPPLIER´s receivables to KRÖGER-GREIFERTECHNIK. The penalty for delay has the amounting to the percentage of the total price of the SUBJECT OF THE ORDER indicated in the CONTRACTUAL DOCUMENTS, to be calculated with the methods defined in the CONTRACTUAL DOCUMENTS. Unless specified otherwise in the CONTRACTUAL DOCUMENTS, KRÖGER-GREIFERTECHNIK shall have the right to use the following clause for penalty for delay. Penalty for delay of 0,2 % of the total price of the SUBJECT OF THE ORDER per calendar day of default, however, up to a maximum of no more than 5 % of the total price of the SUBJECT OF THE ORDER. This shall also apply in the event that agreed dates for rectification of defects are exceeded by the SUPPLIER within the warranty period. Utilisation of this clause does not require any particular notice of default and/or proof of damage. This in no way affects the right to assert additional claims for damages for the benefit of KRÖGER-GREIFERTECHNIK. Every single delay shall be calculated to establish the period of maximum delay. KRÖGER-GREIFERTECHNIK is authorized to use amounts receivable from the contract penalties to offset any open accounts of the SUPPLIER.
22.2 Penalties for the non-achievement of the agreed performances If the PURCHASE ORDER expressly establishes that the nonachievement of specific performances of the SUBJECT OF THE ORDER, indicated in the CONTRACTUAL DOCUMENTS, implies the payment of one or more sums of money as penalty, KRÖGERGREIFERTECHNIK shall have the right to request from the SUPPLIER immediate payment of the penalty for the nonperformance, amounting to the percentage of the total price of the SUBJECT OF THE ORDER indicated in the ORDER DOCUMENT, to be calculated with the methods defined in the ORDER DOCUMENT. This in no way affects the right to assert additional damages for the benefit of KRÖGER-GREIFERTECHNIK.
22.3 KRÖGER-GREIFERTECHNIK reserves the right to assert additional damages. 22.4 These penalties may also be requested by KRÖGERGREIFERTECHNIK, if it did not reserve the right to do so during acceptance/receipt/payment.
23.0 INVOICING INSTRUCTIONS
23.1 The invoices issued by the SUPPLIER shall be made out and sent in original to: KRÖGER – Greifertechnik GmbH & Co. KG Steinheide 1 – 9 D – 47665 Sonsbeck / Deutschland To each issued invoice corresponding to a delivery of the SUBJECT OF THE ORDER a copy of the transport document shall be attached. Work sheet certificates, weighing cards, shipment notes as well as acceptance/ handing over certificates shall be enclosed with the invoice and are the basis for settlement.
23.2 Irregularities/faults in invoices and/or related annexes may imply delays of the payments by KRÖGER-GREIFERTECHNIK, the economic consequences of which shall be at the SUPPLIER´s charge.
23.3 Invoices in duplicate shall be sent to KRÖGERGREIFERTECHNIK at the same time as the goods are dispatched, but under separate cover. Each invoice shall include the purchase order number and the purchase order date, as well as the KRÖGERGREIFERTECHNIK job number (i.e. the contract number). Each invoice shall comply with the applicable statutory requirements, and shall contain the following items in particular: the full name and exact address of the SUPPLIER, the SUPPLIER´s tax number or VAT registration number, a sequential invoice number, the date of issue of the invoice and the quantity and type of the items being supplied or the services being provided. Invoices raised incorrectly shall be regarded as not having been issued. The invoice shall be addressed to KRÖGER – Greifertechnik GmbH & Co. KG without naming a specific person as addressee. If necessary, this shall be shown in the text of the invoice.
23.4 Insofar as the goods or services supplied are to be treated as not subject to VAT, the SUPPLIER shall be obliged to produce, or to assist in the production of, the required supporting documents. For supplies within the European Union the SUPPLIER shall provide his VAT Registration Number and evidence of his entrepreneurial status, together with documentary and accounting proof of export.
24.0 INSURANCES / PRODUCT LIABILITY
24.1 Insofar as the SUPPLIER is responsible for product damage, he shall be obliged to indemnify us against third party claims for damages at the first request if the cause lies within his sphere of control and organization and he is liable in relation to third parties.
24.2 Within the scope of his liability for cases of damage as defined in Clause 7.1, the SUPPLIER shall also be obliged to reimburse expenditure in accordance with §§ 683, 670 BGB [German Civil Code] and in accordance with §§ 830, 840, 426 BGB [German Civil Code], which arise from, i.e. in connection with, a product recall action instigated by us. We shall inform the SUPPLIER – as far as is possible and reasonable – concerning the content and scope of the product recall measures to be taken and shall give him the opportunity to comment. Other statutory rights shall remain unaffected.
24.3 The SUPPLIER undertakes to maintain product liability insurance with lump sum cover of EUR 5 million per instance of personal injury or damage to property; if we are entitled to make additional claims for damages, these shall remain unaffected.
25.0 PROHIBITION OF TRANSFER
25.1 The SUPPLIER must not transfer the PURCHASE ORDER, the rights deriving from the same and the related benefits without written authorization by KRÖGER-GREIFERTECHNIK.
25.2 At KRÖGER-GREIFERTECHNIK´s request, the SUPPLIER shall provide KRÖGER-GREIFERTECHNIK with a list of its sub- SUPPLIER´s and subcontractors including corresponding copies of purchase orders, however, without the commercial conditions.
26.0 INTELLECTUAL PROPERTY
26.1 The SUPPLIER guarantees that all parts of the SUBJECT OF THE ORDER are free of third party´s property rights and that in particular no patents, licenses or other third party property rights are injured by the delivery and/or the use of the delivery items. It thus guarantees free usability on part of KRÖGER-GREIFERTECHNIK and/or the CUSTOMER.
26.2 In the event that these obligations are culpably violated, the SUPPLIER releases KRÖGER-GREIFERTECHNIK and its CUSTOMER from any and all third party claims based on any violation of industrial property rights and also bears all costs that KRÖGERGREIFERTECHNIK and its CUSTOMER may incur in this context; including costs for any possible litigation and recall actions. This indemnification obligation relates to all expenses that KRÖGERGREIFERTECHNIK and its CUSTOMER may incur in connection with a third party claim.
26.3 All documents delivered by KRÖGER-GREIFERTECHNIK to the SUPPLIER, as well as the intellectual property rights, the copyrights on drawings, specifications and any other documents, are and shall remain property of KRÖGER-GREIFERTECHNIK and shall in no case be divulged. The SUPPLIER shall not be entitled to make use of the documents , in total or partly, for its own purposes or for dealing with orders of third parties. Furthermore, the SUPPLIER shall not be entitled to use these documents for placing orders with third parties. Should the SUPPLIER receive the approval of KRÖGERGREIFERTECHNIK for subcontracting, the above provisions shall also be agreed in writing between the SUPPLIER and its sub-SUPPLIER´s.
27.0 CONFIDENTIALITY – PROHIBITION OF ADVERTISING
27.1 The SUPPLIER undertakes to treat in confidence and not disclose to third parties any and all commercial or technical details that it becomes aware of during the performance of the PURCHASE ORDER or through the business relation. Sub-SUPPLIER´s must accept a corresponding confidentiality obligation. The SUPPLIER must make sure that employees who are entrusted with the performance of the PURCHASE ORDER undertake a corresponding confidentiality obligation. The SUPPLIER guarantees the fulfilment of these confidentiality obligations by the abovementioned persons and is responsible for any breaches made by them. The SUPPLIER must notify KRÖGER-GREIFERTECHNIK immediately if it notices that information that shall be treated as confidential has been wrongfully obtained by a third party or that a confidential document has been lost. The confidentiality obligation expires if and only to the extent that the production knowledge contained in the documents and/or the knowhow obtained becomes part of the public domain. The confidentiality obligation applies in any case for a period of fifteen (15) years after the PURCHASE ORDER expires. This confidential information may also include technical and/or technological knowledge which, even if not covered by patent, is owned exclusively by KRÖGERGREIFERTECHNIK. Similarly, “confidential information” includes any information and data concerning the CUSTOMER and the contract between the CUSTOMER and KRÖGER-GREIFERTECHNIK. KRÖGER-GREIFERTECHNIK shall disclose the confidential information to the SUPPLIER, even before the information of the PURCHASE ORDER, directly or indirectly, in any tangible, oral or visual form, only in order to enable the formation and/or execution of the PURCHASE ORDER.
27.2 Without KRÖGER-GREIFERTECHNIK´s written permission, the SUPPLIER is not entitled to use or disclose the confidential information (including photographic material) in any manner for advertising purposes nor to permit such use or disclosure thereof. The SUPPLIER shall treat the PURCHASE ORDER confidentially and shall not be allowed to indicate the business relations with KRÖGERGREIFERTECHNIK in promotion material and reference lists unless the written consent of KRÖGER-GREIFERTECHNIK has been obtained.
27.3 The SUPPLIER undertakes not to file applications for industrial patents related to non-patented information included in/derived from the confidential information provided by KRÖGERGREIFERTECHNIK, which shall be exclusively owned by the latter.
28.0 PLACE OF PERFORMANCE
The place of performance of the SUBJECT OF THE ORDER is the place of use or the SITE respectively. Place of performance for all other obligations of both PARTIES is KRÖGER-GREIFERTECHNIK´s business domicile.
29.0 APPLICABLE LAW
29.1 The place of jurisdiction is KRÖGER-GREIFERTECHNIK´s business domicile. KRÖGER-GREIFERTECHNIK is, however, entitled to bring an action against the SUPPLIER at his statutory place of jurisdiction also.
29.2 In addition the laws of the Federal Republic of Germany (BGB – German Civil Code) shall be applied exclusively, the UN Convention on the International Sale of Goods from April 11, 1980 is excluded.