General Purchasing Conditions (E 2019)

1. Applicability and written-form requirement

a) The orders of KREMPEL GMBH, AUGUST KREMPEL SÖHNE GMBH & CO. KG and KREMPEL GMBH & CO. PRESSSPANWERK KG, (“KREMPEL” or “we”) shall be effected based exclusively upon the following terms and conditions of purchasing (“General Terms and Conditions of Purchasing”). Our General Terms and Conditions of Purchasing, retrievable online at no charge at [www.krempel.com] at any time, can be stored and printed by the supplier in a reproducible form. Unless stipulated otherwise, the General Terms and Conditions of Purchasing, as amended at the time of our order, or in any event as most recently communicated to the supplier in the text-form hall be deemed a master agreement for similar future agreements as well, without our having to refer thereto in the individual case. Any opposing terms and conditions of purchasing of the supplier are herewith expressly contradicted. Any deviations and restatements of the supplier to these Terms and Conditions of Purchasing shall be acknowledged by KREMPEL only if KREMPEL expressly consents to the applicability thereof in writing; they shall apply only to the transaction for which they were made in the individual instance.  This consent requirement shall apply in every instance, e.g. even if KREMPEL, cognizant of the supplier’s terms and conditions of purchasing, accepts the supplier’s deliveries without reservation.

b) With the acceptance of an order by the supplier, by no later than with the delivery of the goods or the rendering of the services ordered, the supplier accepts these General Terms and Conditions of Purchasing as exclusively binding. The General Terms and Conditions of Purchasing refer in equal measure to the purchase of moveable goods (“Deliverables”), as well as to works and services (“Services”). Furthermore, the General Terms and Conditions of Purchasing shall specifically apply to contracts governing the purchase and/or delivery of moveable objects (“Goods”), without taking into consideration whether the supplier produces the Goods itself or purchases them from sub-suppliers (§§ 433, 651 of the Civil Code, the “BGB”).

c) Orders shall be binding only if placed in writing. Upon contract formation, no spoken side agreements shall exist. Any spoken orders or supplemental requests, or those placed over the telephone, as well as any amendments to orders already placed or contracts already formed, shall require the written-form in order to be effective.

d) Any individual agreements entered into with the supplier in the individual instance after the contract was formed (including side agreements, restatements, and amendments) shall always take precedence over these General Terms and Conditions of Purchasing. A written agreement or our written confirmation shall be relevant for the content of such agreements, subject to contrary evidence.

e) These terms and conditions of purchasing shall apply exclusively vis-à-vis entrepreneurs (§ 14 BGB), legal persons under public law or investment funds under public law within the meaning of § 310 para. 1 BGB.

 

2. Contract formation

a) The acceptance of our orders is to be confirmed in writing within three (3) days of order placement, or to be carried out particularly by shipping the goods without reservation. Any order confirmation received at a later time or in deviation from the content of the order shall be deemed a new offer and shall have to be accepted by KREMPEL in writing to be valid.

b) Calls for Deliverables or Services shall become binding by no later than after two (2) weeks, if the supplier has not objected to them in writing by then.

c) Passing the order on to any third parties, including assignment of the rights and claims resulting from it, shall require the prior written consent of KREMPEL. In the event of non-compliance with this provision, KREMPEL shall reserve the right to rescind the contract by written declaration and/or to demand compensatory damages. Apart from this, (6) of these General Terms and Conditions of Purchasing shall apply to Services of the supplier.

 

3. Prices

a) In the absence of any special agreement, the prices, including any statutory sales and value-added tax, shall be understood to be ex works from our factory, including packaging, to the address specified by us (destination). The stipulated prices shall be fixed prices for the entire order volume, regardless of the manner in which the Deliverable or Service is rendered, in particular independently of whether the Goods are received in single or partial deliveries. The respective destination shall also be the place of performance for the Deliverable or Service and any subsequent performance.

b) If, in cases of exception, a price is stipulated “ex works” or “ex stock,” then we shall assume only the most cost-efficient freight costs. Any costs arising until transfer to the carrier, including loading and cartage, shall be borne by the supplier. The manner of pricing shall be without prejudice to the agreement governing place of performance.

c) The technical processing for customs purposes of Deliverables from abroad, including payment of any import duties that may arise, shall be performed by the supplier, unless the Incoterm “DDP” was stipulated.

 

4. Dates and deadlines for Deliverables and Services

a) Stipulated dates for deliveries and services shall be deemed met (i) if the Goods have been received at the delivery address at the time indicated in the order or (ii) if the Service has been rendered by the stipulated date.

b) Deliveries or Services rendered before the date according to item 4 a) of these General Terms and Conditions of Purchasing shall only be permitted with the consent of KREMPEL.

c) In the event of failure to adhere to stipulated dates and deadlines, KREMPEL shall reserve the right to rescind the contract by written declaration after the expiration of a reasonable grace period. Apart therefrom, the supplier shall – along with further statutory claims – be obligated to reimburse the following flat-rate default damage for every business day of the default: liquidated damages of 0.1% of the delivery value for the Goods in default, but not to exceed 5% of the total value of the respective Deliverable. Said damages are to be reduced or increased if KREMPEL substantiates that the damage incurred was higher or if the supplier substantiates that it was lower. Such shall apply mutatis mutandis to the rendering of Services.

d) For any and all circumstances that may impair timely delivery or performance, as soon as such circumstances become known the supplier shall be obligated to inform KREMPEL in writing without undue delay, furnishing specific information and the presumptive duration of such circumstances. KREMPEL reserves the right to grant an extension of the delivery dates.

e) For every Delivery or Service, the supplier shall have to include a delivery or service certificate indicating the supplier and order numbers. The supplier shall have to enclose the corresponding inspection certificates with the Delivery. Moreover, the delivery or service certificate shall also have correspond precisely verbatim to the order and the order confirmation, and it shall have to contain all relevant information, particularly the date (issuing and shipping) and the content of the Delivery (all parts, weights, sizes, goods no.), as well as the KREMPEL order number and order date.

f) Should force majeure, the outbreak of war, natural disasters, strikes, lockouts, official measures or other unforeseeable and unavoidable grave events  beyond the influence of and not the fault of KREMPEL prevent acceptance/delivery of the Delivery or rendering or receipt of the Service, then KREMPEL – to the exclusion of any compensatory damages claims against it – shall be released from the respective acceptance obligations for the duration of the impairment and in the scope of its effects, and shall have the right to rescind the contract. KREMPEL shall adjust its own obligations to the altered circumstances in good faith. It is possible that such can indicate that KREMPEL will wholly or partially waive the remaining Deliveries or Services even after the interference has been removed or shall demand continuation of the Deliveries or Services.

 

5. Partial, Over-, Under- and Early Deliveries

a) KREMPEL shall not be obligated to accept partial deliveries that have not been stipulated. If partial deliveries are stipulated, then KREMPEL may determine the order in which they take place. KREMPEL shall have the right to use partial deliveries without accepting the Delivery as contractually deemed.

b) The values determined during the inbound goods inspection at KREMPEL shall be dispositive for the condition, type, quantity and weight of a Delivery.

c) KREMPEL shall have the right to reject over- and under-deliveries outside the tolerances customary in the industry. Any Deliveries with deviations exceeding 5% of the ordered volume shall require the prior written consent by KREMPEL.

 

6. Special provisions for Services, use of subcontractors

The supplier shall render its Services at its own responsibility with its own staff, material, and tools. The supplier shall always have to render the Service itself. Referral to a subcontractor shall be possible only with the prior written consent of KREMPEL. In turn, KREMPEL shall be obligated to provide the supplier with all information, materials, and documents available to KREMPEL that is required for rendering of the Services.

 

7. Shipping, packaging, and transfer of risk

a) The delivery address stated in the order shall be dispositive for the Delivery. Deliveries shall be made free delivery address (unless stipulated otherwise by the parties in the individual case).

b) The risk of accidental destruction and/or deterioration of the object shall pass (passage of risk) at transfer of the Goods at the place of performance, i.e., in of the event of regular delivery, free delivery address upon receipt of the Goods and confirmation of receipt by KREMPEL.

c) KREMPEL may determine the type of packaging and shipping. If such is not done, then the supplier shall have to specifically choose the most cost-efficient and suitable method for packaging and shipping of all Goods. In the event of culpable non-compliance with this obligation, all arising expenses, e.g., compensation for damage goods, additional freight costs, disposal, and the like shall be at the supplier’s expense.

 

8. Contractual/technical amendments

a) Any amendments to the content of the contract – including, but not limited to, concerning the quantity or the data of the delivery or service – shall be stipulated amicably between KREMPEL and the supplier and recorded in writing. Such shall remain without prejudice to item 1d of these General Terms and Conditions of Purchasing.

b) Notwithstanding the provision in this clause 8 a) of the General Terms and Conditions of Purchasing, KREMPEL shall be able, at any time, to demand reasonable technical changes to the Goods or Service it has ordered. Without undue delay after receipt of the change request, the supplier shall communicate a proposal for additional or reduced costs and shall provide information about any date postponements. The supplier shall not perform such technical amendments before KREMPEL has consented to them in writing.

c) Any changes to the Deliverable or to the Service by the supplier shall require the prior written consent of KREMPEL.

 

9. Terms and conditions of payment

a) As a general rule, the supplier shall provide billing statements in Euro or in the currency set forth in the order. Sales and value-added tax is to be stated separately as a percentage and as the currency amount on the order confirmation and the billing statement. The billing statement shall have to contain all relevant information from the delivery or service certificate.

b) The contractually stipulated price for the Deliveries or Services shall be a fixed price that shall be valid for the Deliveries or Services free delivery address or site wherever the Services are to be rendered. This price shall include packaging, freight, import duties, cartage, insurance, and similar expenses, if nothing to the contrary has been stipulated.

c) Unless special agreements have been made, the payment of billing statements shall be effected either within fourteen (14) days less a 3% early-payment discount or within thirty (30) days without any deduction, in each instance to be calculated commencing from the receipt of the billing statement at the KREMPEL headquarters in Vaihingen. Germany. If the Goods are received only after the invoice, then this day shall be decisive for determination of the payment target and the period of the early-payment discount. We will send back to the supplier for completion any incomplete billing statements that are not auditable – including, but not limited to, any billing statements without an order number/order date/recipient’s notation. The payment period shall commence only after receipt of the commensurately completed billing statement. With regard to bank transfers, payment shall be deemed as timely if our transfer order is received by our time prior to the end of the payment period. We shall not bear any responsibility for any delays caused by the banks involved in the payment process.

d) If advance payment has been stipulated with the supplier, then the supplier shall have to provide security at our option. A separate written agreement shall be entered into concerning the provision of security.

e) KREMPEL shall be entitled to retention rights and to the right to object that the contract has not been fulfilled in its legal scope. In the event of incomplete or deficient Services, KREMPEL shall have the right to withhold, until proper performance has been rendered, the due payment proportionately to its value.

f) KREMPEL shall have the right to offset claims asserted by the supplier against KREMPEL against any claims to which KREMPEL is entitled against the supplier. Any offsetting of claims of the supplier against KREMPEL shall be permissible only if the supplier’s claims are undisputed or have been judicially determined.

 

10. Quality and documentation

a) The supplier currently maintains a quality assurance system with the minimum requirements pursuant to DIN ISO 9001 and/or expanded by IATF 16949, and will continue to do so in the future. KREMPEL shall be able to verify the application and effectiveness by conducting audits at the supplier’s site. For this purpose, the supplier, after reasonable advance notice, shall grant access to the individual production sites and shall permit inspection of the processes and quality documentation. The supplier and KREMPEL shall mutually inform one another about possibilities for quality improvement.

b) The supplier shall have to comply with the stipulated technical data for its Delivery. All Goods delivered to KREMPEL shall have to comply with the current statutory requirements, in particular the EU requirements concerning prohibited substances and substances subject to declaration requirements. For products subject to EC directives, the pertinent declarations of conformity, etc., shall be part of the Delivery. Products furnished with the CE marking shall be deemed as approved for free movement of goods.

c) If any Goods are produced for KREMPEL in accordance with its delivery specifications, then production may commence only when KREMPEL has reviewed and released stipulated outturn samples.

d) Independently of the initial sample inspection and release, the supplier shall have to continually review quality of the Deliverables. If the type and scope of inspections, and the inspection equipment and inspection methods, are not firmly stipulated between the supplier and KREMPEL, then the supplier shall have to discuss with KREMPEL, at the latter’s request, the inspections in the scope of the supplier’s knowledge, experience, and options, in order to determine the respectively required state of the art of inspection technology.

e) The supplier shall be obligated to conduct an outbound goods inspection based on the inspection criteria that have been coordinated with KREMPEL. The supplier shall enclose an inspection certificate in which the results of the inspection are set forth.

 

11. Notice of Defects at Delivery and Acceptance of Works

a) The provisions of statute (§§ 377, 381 of the Commercial Code shall apply to commercial inspection and complaint notification obligations subject to the following provision: KREMPEL shall review purchased goods without undue delay after delivery in accordance with the practices of the ordinary course of business for potential defections that become manifest at the incoming goods inspection at KREMPEL during external examination, including the delivery documents (e.g., damage incurred during transport, incorrect or under-delivery) or during a quality check by KREMPEL – also using random sampling, to the extent such is customary. ‘Defects’ within the meaning of these General Terms and Conditions of Purchasing shall be defects of material or title, excess deliveries, under deliveries, or incorrect deliveries, and/or any missing material quality or durability, guaranteed under the circumstances, of the Service or Delivery Patent defects of the Goods shall be deemed as still complained of in a timely manner if they have been communicated to the supplier within two (2) weeks from receipt of the goods at KREMPEL. If a hidden defect is involved, then this notice period under item 11 a) s. 3 shall commence upon discovery of the defect.

b) If the supplier owes a work performance, then a formal acceptance is to be performed. The formal acceptance shall not be replaced by KREMPEL’s use, further processing, or shipping of the item affected by the work performance rendered, or by the supplier’s notification of completion of the work.

 

12. Liability for Defects

a) To the extent nothing to the contrary is stipulated below, the provisions of statute shall be applicable to our rights in the event of defects of material or title of the Goods or Service (including incorrect and under-delivery, as well as improper installation, defective installation, operating instructions, or user manuals), and any other breaches of duty by the supplier.

b) Under the statutory provisions, the supplier shall be liable to ensure that the Goods or Service possess the stipulated material quality when the risk passes to us. Agreements concerning the material quality shall be those that concern the Deliverable or the Service, as well as specifically concerning the stipulated execution and nature of the material quality, and the Delivery and Service complying with the most recent state of the art, the relevant provisions of the authorities, as well as provisions of statute. Furthermore, agreements governing the material quality shall also constitute the product or service descriptions which – particularly by designation or reference in our order – are the purpose of the respective agreement or have been included in the agreement in the same manner as these General Terms and Conditions of Purchasing. It shall make no difference whether the product or service description originates from us, from the supplier, or from the manufacturer.

c) If any defects are discovered on the Goods or parts thereof prior to the commencement of manufacturing at KREMPEL, then the following shall apply: without undue delay, the supplier shall, at the option of KREMPEL, supply new, defect-free contractual products or shall improve the defective Goods, insofar as such is technically possible. Any sorting or other rework required for this shall be performed by the supplier in coordination with KREMPEL. Any costs arising from delivery of the defective Goods (sorting, transport costs, improvement costs, etc.) shall be borne by the supplier.

d) The supplier’s warranty shall also extend to the parts supplied by its subcontracted suppliers. The supplier shall not have the right to assign its claims against the respective subcontracted suppliers to us or to make its own warranty obligations contingent upon the failure of our proceedings against the subcontracted supplier.

e) If a defect is ascertained prior to commencement of production at KREMPEL, then initially the provisions in 12 c) of these General Terms and Conditions of Purchasing shall apply; moreover, the following shall also apply:

aa) If the defect is ascertained prior to delivery of the end products to customers of KREMPEL, then the supplier shall bear the costs for improvement – insofar as such is possible – as well as the cost for the substitute delivery, reworking costs, removal of the defective item, and installation or affixing of the improved or subsequently delivered, defect-free item

bb) If a defect is ascertained only subsequent to delivery of the end products to KREMPEL customers, then in addition, the supplier shall bear a commensurate share of the arising costs for retrieval activities, in proportion to the supplier’s causal contribution. KREMPEL shall inform the supplier when such a defect becomes known and shall coordinate on the further procedure.

f) The expenses required for the purpose inspection and subsequent performance shall be borne by the supplier even if it turns out that there was actually no defect. Such shall be without prejudice to our liability for damages in the event of unjustified demand of remediation of defects; in this regard, however, we shall be liable only if we recognized or, in a grossly negligent manner, failed to recognize that there was no defect.

g) KREMPEL shall be able to perform subsequent improvement, to have it carried out by a third party, or to purchase substitutes from third parties and demand reimbursement or a corresponding advance payment from the supplier for the expenses required for such, if:

- the supplier itself does not comply with the demand of KREMPEL for subsequent performance within a reasonable period of time, if subsequent performance fails, or if it is otherwise excessively burdensome for KREMPEL.

- the defect is actually ascertained prior to the start of production, and such is, however, necessary in urgent cases in order to avert considerable detriments. The supplier is to be informed of such without undue delay.

h) Apart from such, there shall be no prejudice to any statutory claims by KREMPEL for defective Deliveries and Services; such shall apply specifically to compensatory damages and reimbursement claims, rescission of the contract, or reductions in the purchasing price for defective Goods.

i) Acceptance of the Delivery, the Service, or of payment shall not be deemed acceptance of proper performance.

 

13. Limitation period

a) The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions governing limitation, unless stipulated differently below

b) In derogation of § 438 para. 1 no. 3 BGB, the general period of limitation for claims for defects shall be (3) years commencing from passage of risk. To the extent that acceptance is stipulated, limitation shall commence upon acceptance and, in the event § 634 a para. 1 no. 1 BGB applies, shall also be three (3) years. The limitation period of three (3) years shall apply mutatis mutandis to claims arising from defects of title as well, without prejudice to the statutory limitation period for release claims in rem of third parties (§ 438 para. (1) no. 1 BGB). Nor shall claims arising from defects of title become time-barred as long as the third party is still able to assert the right against us – in particular, but not solely, due to lack of limitation.

c) The limitation periods under sales law, including the above extension, shall apply – in the statutory scope – to any contractual claims for defects. To the extent that we are also entitled to any extra-contractual claims for defects as well, the regular statutory limitation (§§ 195, 199 BGB) shall apply thereto, unless application of the limitation periods from sales law will lead to a longer limitation period in the individual instance.

 

14. Supplier recourse

a) In addition to the claims arising from defects, we shall be entitled to the statutorily determined recourse claims within a delivery chain (supplier recourse in accordance with §§ 445 a, 445 b, 478 BGB), without restriction. In particular, we shall also have the right to demand precisely the type of subsequent performance (improvement or replacement delivery) from the supplier that we owe to our purchaser in the individual case. Such shall be without prejudice to our statutory option right (§ 439 para. 11 BGB).

b) Our claims arising from the supplier’s recourse shall also apply if the defective Goods were processed further by us or by another company, e.g., by installation into another product.

 

15. Product liability – release – repurchase – liability insurance

a) To the extent that the supplier is responsible for product damage in accordance with the the Product Liability Act, or §§ 823 et seqq. BGB, it shall be obligated to compensate KREMPEL for any resulting damage in this respect, or to indemnify KREMPEL against any damages claims of third parties upon initial request, inasmuch as it placed the cause within control and organization and would be liable directly in the external relationship. In the event of any contributory cause or contributory fault of KREMPEL, the principles of § 254 BGB shall apply.

b) Within the scope of its liability for the claims set forth in item 15 a) of the General Terms and Conditions of Purchasing, the supplier shall also be obligated to reimburse any expenses in accordance with §§ 683, 670 BGB, as well as in accordance with § 830, 840, 426 BGB resulting from any recall campaign carried out by KREMPEL.

c) The supplier shall be obligated to take out product liability insurance having total coverage of at least EUR 2.0 million – as a lump sum – per incident of injury/property damage. To the extent that nothing else has been stipulated in the individual instance, said coverage shall not have to cover the risk of recalls. Such shall be without prejudice to any damages claims of KREMPEL exceeding the total amount of insurance.

d) The supplier shall be obligated to verify this insurance protection in writing upon request. Should the supplier be unable to verify insurance protection within two (2) weeks, then KREMPEL shall have the right to take out such insurance coverage at the supplier’s expense.

 

16. Documents of KREMPEL and non-disclosure

a) KREMPEL shall reserve all property rights and copyrights in figures, drawings, plans, calculations, materials, models, drafts, templates, tools, devices and other aids, objects, or documents of KREMPEL. Without the written consent of KREMPEL, it shall not be allow for the above items to be made accessible to any third parties, or to be reproduced or used for any purposes other than those specified by KREMPEL. They shall be used for execution of the order of KREMPEL exclusively.

b) The parties shall be obligated to treat any commercial and technical knowledge and information that becomes known to them through the business relationship as business secrets, and to not make such accessible to any third parties. These obligations shall not apply insofar as the supplier shares information with authorized persons who require the information to perform the contract.

Nor shall these obligations – to the extent that the supplier can substantiate such – apply to information concerning which:

- becomes known without a breach of duty by the supplier or – to the extent the supplier can discern such – without a breach of duty of an authorized person;

- becomes known without a breach of duty by the supplier or – to the extent the supplier can discern such – without a breach of duty of an authorized person; was already publicly known at the time the contract was formed;

- the supplier legally receives or received from a third party, if the third party is not recognizably (for the supplier) obligated to non-disclosure vis-à-vis KREMPEL;

- are known to the supplier independently of KREMPEL.

c) The supplier shall be obligated to exercise, concerning non-disclosure of information, at least that level of care usually made in its own matters, but in any event, at least the level of care required in the industry.

d) Any items set forth above in item 16 a) General Terms and Conditions of Purchasing shall be insured by the supplier, at its expense, against fire and theft while still in its possession.

e) The supplier shall be obligated to obligate sub-suppliers it engages to comply with the above provisions.

 

17. Property rights

a) The supplier shall be liable for any claims arising from contractual use of the Deliverable or the Services due to infringement of intellectual property rights and intellectual rights applications of third parties (“IP”) in Germany, in the countries of the European Union, and in North America.

b) The supplier shall indemnify KREMPEL and its purchasers, against any third-party claims arising from infringement of the IP rights. The supplier shall bear the expense of any license fees.

c) These aforementioned obligations shall not apply if the supplier has acted in a non-culpable manner, i.e., if it was unable to recognize that the products delivered or Services rendered by it would infringe IP rights.

d) The parties shall be obligated to mutually inform each other without undue delay of any risks of infringements and alleged infringements of IP rights after such become known to them, in order to counter the corresponding liability claims.

 

18. Ownership proviso – provision – tools

a) Title in the delivered Goods shall pass to KREMPEL – if the supplier delivers subject to an ownership proviso – upon complete payment. Any extended or additional ownership proviso of the supplier shall be precluded.

b) Insofar as KREMPEL supplies parts to the supplier for contract processing, KREMPEL shall reserve title in these. The supplier shall perform any processing or transformation for KREMPEL. If proviso Goods are separably or inseparably processed with other items that do not belong to KREMPEL, then KREMPEL shall acquire shared title in the new item at the ratio of the value of KREMPEL’s item to the other processed items at the time of processing.

c) To the extent that the supplier produces tools for KREMPEL, title to them shall pass to us and/or our customers upon complete payment. The supplier shall identify them accordingly.

 

19. Termination of orders/contracts

In the event of longer-term contracts governing the delivery of goods or for agreements governing the rendering of services, the following provisions shall apply to term and termination:

a) Both parties shall have the right to terminate such contracts in writing with a termination notice period of notice of three (3) months.

b) In cases in which the customer/purchaser of KREMPEL terminates its orders at KREMPEL – whether properly or for cause – KREMPEL shall have the right to amicably enter into a divergent provision with the supplier to govern such facts and circumstances.

c) Either party may terminate the contract in writing at any time for cause, without compliance with any notice period. Cause shall include, but not be limited to, the following instances:

- the cessation of payments by one party, the initiation of bankruptcy proceedings over the assets of a party or the disallowance of such proceedings due to lack of assets, or the liquidation of one of the parties;

- breach of material contractual duties, the fulfillment of which is a sine qua non for performance on the contract:

- the subjection of one party to the controlling influence of a competitor of the other party through one of its partners or interest holders.

d) In the event of termination or any other type of ending of the contract, the supplier shall return without undue delay any items provided to it by KREMPEL, including any drawings and other documents, devices and tools.

 

20. Final provisions

a) The law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), shall apply to these terms and conditions of purchasing terms.

b) The place of performance for any claims arising from the legal relationships with suppliers, i.e. for all Deliveries, Services and payments, shall be the location at which the Goods are to be delivered or the Service is to be rendered, in accordance with the order.

c) Venue for any disputes directly or indirectly resulting from the contractual relationship shall be – to the extent that the supplier is a merchant, a legal person under public law, or an investment fund organized under public law – the competent court at the headquarters of KREMPEL in Vaihingen, Germany. KREMPEL shall, however, have the right to bring the supplier at its venue as well.

Stand January 2019


 

Quality Requirements

 

Scope

1. This agreement shall apply to the products and services (hereinafter referred to as “products”) provided by the Supplier and its sub-contractors on the basis of the order received and accepted from the Purchaser during the term of this Agreement.
   
   Krempel GmbH, 71665 Vaihingen/Enz, Germany
   Krempel GmbH+Co. Pressspanwerk KG, 09380 Thalheim, Germany
    

2. This agreement applies to the following members of the Krempel Group (hereinafter referred to individually or collectively as the "Purchaser"):

3. The products must conform to the agreed description (e.g. specifications, datasheets and drawings) and/or the approved samples. Unless defined otherwise in the order documents from the Purchaser, no separate key features are agreed, as all characteristics defined in the specifications or order documents must in general be met by the Supplier. The Supplier must provide proof of compliance with the characteristics by means of a test certificate, which must be delivered separately from the goods for each batch. The Supplier must in each case immediately check whether the description submitted by the customer is obviously flawed, unclear or incomplete, or if it obviously deviates from the approval sample. If the Supplier recognizes that this is the case, it will inform the customer immediately in writing.

4. All products delivered by the Supplier must be manufactured in accordance with the legal provisions and the current state of science and technology.

Preamble

1. The Purchaser and the Supplier are aware that their products or services make an important contribution to the safety and conformity of the entire product or the entire service. They must also actively communicate this awareness to their employees.
   Compliance with national and international legal regulations in the country of manufacturing and distribtion is a matter of course. The Supplier also commits to compliance with additional standards. This includes, in particular, denying corruption, bribery or facilitation payments, ensuring a non-discriminatory work environment, ensuring strict compliance with all applicable occupational safety and environmental issues, ensuring resource-efficient production, payment that exceeds the living wage, and rejecting forced and child labour. The use of conflict minerals is prohibited.

2. Should any provision of this Agreement be invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective provision with an effective provision that reflects the invalid provision as closely as possible.

Quality Management

1. The Supplier undertakes to develop, introduce and improve a quality management system that complies with ISO 9001: 2015 at the very least.
   
   If there are requirements from the automotive sector, the supplier must show certification according to IATF 16949:2016.
   
   If there are requirements from the aviation industry, the supplier must show certification according to EN9100:2016.
    

2. The Supplier must immediately ascertain that the requirements specified in this Agreement are compatible with its quality management system.

3. If the Supplier sources any machinery, software, services, materials or other pre-deliveries by subcontractors for its production or quality-assurance-related testing equipment, it will include these items in its quality management system by contractual arrangement, or will independently ensure the quality of the pre-deliveries. The Supplier must pass on all obligations from this QAA to its upstream sub-suppliers and ensure that they are complied with. If the Supplier is a wholesaler or distributor, these rules must be applied at all stages of the supply chain, with the wholesaler or distributor taking responsibility for these activities and their monitoring.

4. The Supplier must maintain clear and well-structured data on the implementation of the quality assurance measures specified in this QAA, in particular measurements and test results, records and any product samples. The Supplier must allow the Purchaser to inspect this data to the necessary extent, and must provide copies of the records and samples.

5. The retention periods for back-up samples, if required, can be found in the respective contracts. All relevant documents and records, both current and past, must be properly stored and maintained in order to ensure a comprehensive overview of the monitoring measures implemented throughout the manufacturing process.

6. In the aerospace and defence sector, documents relating to product liability must be stored for "service life of the product" + 3 years. In the automotive sector, these documents must be kept for at least 15 years after they have been created.
   For all other topics, statutory product-liability requirements apply

Proof and information obligations of the Supplier

1. The Supplier must enable the Purchaser to obtain reasonable assurance regarding the execution of the quality assurance measures specified in Section III. The Supplier must also ensure that the Purchaser is able to audit sub-suppliers at all levels or to visit them for meetings. To this end, the Supplier must grant the Purchaser access to all relevant areas of the facilities as well as access to the relevant documented information to an appropriate extent, and on appointment after prior agreement. The Supplier must also provide a technically qualified employee to provide support during such access. The Supplier agrees that customers of the Purchaser or other relevant bodies or authorities may be present at such visits.

2. The Supplier must notify the Purchaser 24 months prior to any changes to manufacturing processes, materials, supply parts, relocations of production sites, changes to procedures or facilities for testing the products or other quality assurance measures, in order that the Purchaser is able to check whether these changes will have any detrimental effects.

3. If the Supplier observes any deviations between the actual condition and the target quality of the products (deterioration in quality), it must immediately inform the Purchaser and implement remedial measures. The cause of the error must be clearly determined and understood. The extent must be determined and defined. The Supplier must also inform the Purchaser immediately regarding the resulting delays in delivery. The affected products must be blocked both physically and on the computer systems. Approval for further treatment is provided by the Purchaser. There is also the option of carrying out delivery following written special release by the Purchaser.

4. The Supplier must label the products, or introduce other appropriate means if labelling is either inappropriate or not possible, in order to ensure that, in the event of a defect in production, it is possible to immediately determine which other products may be affected.

General obligations of the Supplier

1. The Supplier is responsible for the quality of its products and services. Audits or other measures by the Purchaser do not release the Supplier from this responsibility.

2. The Supplier must provide test samples for approvals, inspections or audits.

3. Tests must be carried out using suitable testing equipment, which is subject to continuous testing equipment monitoring, calibration and clear status identification.

4. The Supplier must strive for a 0-fault strategy for its products and services and operates a continuous improvement process for this purpose.

5. Wherever possible, recognised statistical methods must be used in order to optimise facilities and processes.

6. The Supplier must implement suitable, industry-specific measures in order to ensure the supply of parts, even in emergencies.

7. The property of the Purchaser or external partners is subject to careful handling by the Supplier. It is marked as such property and verified before use. If property of the Purchaser or external partners is lost or damaged, or becomes otherwise unusable, this must be communicated to the Purchaser and documented information kept about the event.

8. Defective parts must be marked conspicuously and permanently or actively managed until they have been physically disabled.

9. In the event of complaints, the Supplier, if requested, will prepare an 8D-report within 15 days after receipt of the complaint. A first response in the form of emergency measures must be implemented after 2 days at the latest.

 

Sub-contractors

1. When selecting sub-contractors, the Supplier must use the contractors specified or approved by the Purchaser. This procedure is also applicable for sub-contracted procedures.

2. The Supplier must set up and perform appropriate checks on direct or downstream external contractors, as well as on itself, with the aim of ensuring that the requirements of this QAA are met and that the use of counterfeit parts is prevented.

3. At regular intervals, the Supplier must assess the delivery performance of the external sub-contractors.

4. If testing activities are outsourced to sub-contractors, the requirements and the extent of this outsourcing must be documented in writing by the Supplier and must be regularly monitored.

5. For sub-contracted parts and products, the Supplier must, as far as applicable, verify the quality of these parts and products using accepted statistical methods.
    

August 2020