General Purchasing Conditions (“Purchasing Conditions”)

In the event of any conflict or inconsistency between the German version and the English version of this Document, the German version found here shall prevail and govern.

1 Scope and form

1. All deliveries, services and offers from Kraftblock's suppliers are made exclusively on the basis of these purchasing conditions. These are part of all contracts that Kraftblock concludes with suppliers regarding the deliveries or services they offer. They also apply to all future deliveries, services or offers from the supplier to Kraftblock GmbH (“Kraftblock”), even if they are not separately agreed again. The purchasing conditions only apply to entrepreneurs within the meaning of § 310 Abs. 1 BGB.

2. Terms and conditions of suppliers or third parties do not apply, even if Kraftblock does not specifically object to their validity in individual cases. Even if Kraftblock refers to a letter that contains or refers to the terms and conditions of the supplier or a third party, this does not constitute agreement with the validity of those terms and conditions.

3. All additional agreements, changes, additions or deviations from these purchasing conditions must be in writing and signed by the parties to be effective. The same applies to the cancellation of the written form requirement.

4. “Written” or “written form” within the meaning of these purchasing conditions includes written and text form (e.g. letter, e-mail, fax). Legal formal requirements remain unaffected.

5. If individual provisions of these purchasing conditions are wholly or partially ineffective, the effectiveness of the remaining provisions will not be affected. In this case, the legal regulation that comes as close as possible economically to the invalid provision is deemed to have been agreed. This also applies in the event that the purchasing conditions contain a gap.

6. The services to be provided by the supplier may be the sale and delivery of goods, the provision of services or the creation of works (the service of the supplier hereinafter referred to as the “contractual service”). Depending on the type of contractual service, other legal regulations and other provisions of these purchasing conditions apply.

2 Scope of services

1. The content of the contractual service results from the respective individual order. All specified or approved drawings, models, specifications, notes, regulations (including test regulations), etc., which Kraftblock makes available before or at the time of conclusion of the contract, become part of the contract. Documents, reports, ideas, drafts, models, samples and all other results resulting from the provision of the service are part of the contractual service.

2. The supplier is obliged to expressly indicate any deviations from Kraftblock's order in writing - highlighted in print - in his order confirmation. If the deviations in the supplier's respective order confirmation are significant, the conclusion of the contract requires express written confirmation from Kraftblock. The principles regarding the commercial confirmation letter do not apply.

3. The supplier is obliged to check all documents and information provided by Kraftblock for the provision of the contractual service and, in the event of any ambiguities, will obtain all necessary information before the start of work and will raise any concerns that he has about the manner in which Kraftblock wishes to carry out the work contractual performance must be communicated immediately in writing. If the contractual service is provided by the contractor on a construction site and the parties have not agreed otherwise, the supplier will assess the conditions on the construction site where the contract is to be carried out before the contractual service begins.

3 Bookings and orders

1. In the case of framework agreements, the contract is deemed to have been concluded at the time that Kraftblock submits the written order for the execution of the contractual service.

2. The supplier is obliged to confirm orders from Kraftblock in writing within two weeks of receipt.

4 Changes to contractual performance

1. Kraftblock is entitled to request a change to the subject of the service from the supplier, in particular changes to the service description, the specification, the scope or the capacity, provided that the change is reasonable for the supplier and Kraftblock has a legitimate interest in the change. If Kraftblock requests changes within the meaning of the previous sentence, the supplier will inform Kraftblock as quickly as possible, but in any case within eight working days, of the consequences that the change has for the agreed price and/or the agreed delivery date of the order. Within a further eight working days of receiving this information, Kraftblock will inform the supplier whether Kraftblock (i) accepts the changed price and/or the changed delivery conditions, (ii) accepts the changes subject to certain conditions, (iii) rejects the proposal and the change don't want to do. Working days are all days on which banks in Frankfurt am Main are open. If the parties agree to change the subject matter of the service, they will immediately make a corresponding written change to the contract.

2. The supplier may not make any changes to the contractual service or the time and place of delivery without the prior written consent of Kraftblock.

5 Prices, payment terms, billing information

1. The price stated in the order is binding. The supplier is not entitled to change the agreed prices. Factors affecting prices such as: B. an increase in raw material prices, wages, exchange rates, etc. that occur after the conclusion of the contract will not affect the prices agreed in the contract.

2. Unless otherwise agreed, the agreed price is a fixed price. The fixed price covers all deliveries, work and manufacturing and planning services required to provide and create the contractual service.

3. All prices stated in a contract must be in euros and are based on the service conditions stated in these purchasing conditions, unless the parties have agreed otherwise in writing.

4. Unless otherwise agreed, the price is DDP (Incoterms 2020) to the location specified by Kraftblock, unless otherwise agreed in individual cases. Unless otherwise agreed, the price includes all additional services provided by the supplier (e.g. assembly, installation) as well as all additional costs (in particular for transport and/or shipping, proper packaging, transport and/or shipping insurance and any import duties or other taxes).

5. The agreed price is due within 30 calendar days after complete delivery and service and receipt of a proper invoice. If Kraftblock makes delivery within 14 calendar days of complete delivery and service and receipt of a proper invoice, the supplier will grant a 3% discount on the net amount shown in the invoice, unless otherwise agreed.

6. The supplier sends his invoices digitally to the email address: rw@kraftblock.com . Kraftblock's order number, the item number, the delivery quantity, the delivery address and - except in the delivery documents - the prices must be stated in all order confirmations, delivery documents and invoices. If one or more of these details is missing and processing by Kraftblock is delayed as part of normal business transactions, the payment deadlines specified in paragraph 5 will be extended by the period of delay.

7. Kraftblock does not owe any interest on maturity. The statutory provisions apply to late payment. In the event of late payment, Kraftblock owes default interest in the amount of (five) percentage points above the base interest rate in accordance with Section 247 of the German Civil Code (BGB). 

6 Delivery conditions, delivery time, transfer of risk

1. The delivery time (delivery date or deadline) specified in the order or otherwise relevant according to these purchasing conditions is binding. Delivery times start from the day of the order. The day of delivery or service is deemed to be the day of receipt of the goods by Kraftblock or, in the case of work services, the day of acceptance within the meaning of Section 640 of the German Civil Code (BGB). Early or partial deliveries are not permitted without the prior written consent of Kraftblock.

2. The supplier is obliged to inform Kraftblock immediately in writing if circumstances arise or become apparent which indicate that the delivery time cannot be met.

3. If the day on which delivery must take place at the latest can be determined based on the contract, the supplier will be in default at the end of this day without the need for a reminder. In the event of a delay in delivery, Kraftblock is entitled to legal claims.

4. In the event of delivery delays, Kraftblock is entitled, after prior written warning to the supplier, to demand a contractual penalty of 0.5%, maximum 5%, of the respective order value for each week or part of the delay in delivery. The contractual penalty must be offset against the damage caused by the delay to be compensated by the supplier. The acceptance of a late delivery or service does not imply a waiver of claims for compensation.

5. The Incoterms 2020 of the International Chamber of Commerce in Paris apply to the delivery of goods. Goods will be delivered DDP to the specified destination specified by Kraftblock in the order, unless otherwise stated in the order or agreed between the parties. If the destination is not specified and nothing else has been agreed, delivery must be made to Kraftblock's headquarters in Sulzbach. The respective destination is also the place of fulfillment for the delivery and any subsequent fulfillment (obligation to deliver).

6. The risk of accidental loss and/or accidental deterioration of the goods only passes to Kraftblock at the time the goods have been handed over to the place of performance. If the parties have agreed on an acceptance or if an acceptance has to be carried out for the supplier's service, the acceptance is decisive for the transfer of risk. The legal regulations regarding acceptance apply accordingly.

7. The supplier is responsible for removing the packaging material supplied with the goods from Kraftblock's premises immediately after delivery. Kraftblock is entitled to return the packaging material at the risk and expense of the supplier.

8. The supplier is not entitled to have the service owed by third parties (e.g. subcontractors) provided by him without the prior written consent of Kraftblock.

7 Ownership of documents, tools, retention of title

1. Kraftblock reserves ownership or copyright to the drawings, illustrations, calculations, descriptions and other documents provided to the supplier. The supplier may neither make them available to third parties nor use or reproduce them himself or through third parties without the express consent of Kraftblock.

2. Tools and models that Kraftblock makes available to the supplier or that are manufactured for contractual purposes and that the supplier invoices for Kraftblock separately remain the property of Kraftblock or become the property of Kraftblock. The supplier will mark them as Kraftblock's property, store them carefully, insure them to an appropriate extent against damage of any kind and only use them for the purposes of this contract. Unless otherwise agreed, the contractual partners each bear half of the costs of their maintenance and repair.

3. The supplier's retention of title only applies to the extent that it relates to Kraftblock's payment obligation for the respective products to which the supplier reserves title. Extended or extended retention of title is not permitted.

8 Warranty, obligation to inspect

1. In the event of defects, Kraftblock is fully entitled to legal claims. In particular, the supplier guarantees that the goods delivered or the work services owed in accordance with Sections 433 I 2, 434, 435 BGB (purchase contract) or Section 633 I, II and III BGB (work contract) correspond to the respective purchase or service agreement. Service samples as well as the statutory and agreed quality and packaging conditions, the service description or technical specification, in the absence of such at least commercial quality conditions, and are free from material and legal defects or errors within the meaning of the law, in particular the Product Liability Act.

2. If the contractual service provided by the supplier (goods delivered, work performed, service, etc.) does not correspond to the above. contractual requirements, Kraftblock is entitled, at Kraftblock's discretion, to demand supplementary performance by remedying the defect or delivering a defect-free item (purchase contract) or remedying the defect or reproducing the work (work contract). Unless otherwise agreed between the parties in individual cases, the place of supplementary performance is the intended location of the goods. Otherwise, Kraftblock's other statutory warranty claims for defects remain unaffected.

3. If the supplier has to produce a movable item or provide other work individually for Kraftblock, the statutory regulations regarding acceptance apply. The remuneration is only due after acceptance. If the work is not ready for acceptance, the supplier will provide subsequent performance within a reasonable grace period upon Kraftblock's request.

4. Other claims remain unaffected, particularly for damages due to delay.

5. Unless the law provides for longer limitation periods, the warranty period is 36 months from the transfer of risk. If acceptance has been agreed, the limitation period begins with acceptance.

6. The legal regulations (§§ 377, 381 HGB) apply to the commercial obligation to inspect and give notice of defects, with the following proviso: Kraftblock's obligation to inspect applies exclusively to the sale and delivery of goods and is limited to defects that occur during Kraftblock's incoming goods inspection external inspection including the delivery documents (e.g. transport damage, incorrect or short delivery) or are evident during quality control in the sampling process. If acceptance has been agreed, there is no obligation to inspect. Furthermore, it depends on the extent to which an investigation is feasible in the normal course of business, taking into account the circumstances of the individual case. Kraftblock's obligation to give notice of defects discovered later remains unaffected. Without prejudice to the obligation to inspect, the complaint (notification of defects) is deemed to be immediate and timely if it is sent within 8 working days of discovery or, in the case of obvious defects, of delivery

7. Kraftblock does not waive warranty claims by accepting or approving samples or samples submitted.

8. Once the supplier receives the written notification of defects, the statute of limitations for warranty claims is suspended until the supplier rejects Kraftblock's claims or declares the defect to have been remedied or otherwise refuses to continue negotiations regarding the claims. In the event of a replacement delivery and elimination of defects, the warranty period for replaced and repaired parts begins again, unless Kraftblock had to assume, based on the supplier's behavior, that the supplier did not feel obliged to take the measure, but only carried out the replacement delivery or elimination of defects as a gesture of goodwill or similar reasons.

9 Product liability

1. The supplier is responsible for all claims made by third parties for personal injury or property damage resulting from a defective product delivered by him and is obliged to indemnify Kraftblock from any liability resulting therefrom. If Kraftblock is obliged to carry out a recall campaign against third parties due to a defect in a product delivered by the supplier, the supplier will bear all costs associated with the recall campaign.

2. The supplier must maintain product liability insurance at his own expense with a coverage amount appropriate to the order value, but at least with a coverage amount of EUR 2 million. The supplier will send Kraftblock a copy of the liability policy at any time upon request.

10 Intellectual property rights

1. The Supplier grants Kraftblock in advance a comprehensive right to use all intellectual property rights, regardless of their nature, arising from inventions or which otherwise arise through or as a result of the Supplier's performance of the Agreement. If the supplier is not the owner of the intellectual property rights itself, the supplier will ensure that Kraftblock is granted a comprehensive right of use by the owners of the intellectual property rights.

2. The supplier guarantees that the products it supplies do not infringe any third-party intellectual property rights in countries of the European Union, India or other countries in which it manufactures or has the products manufactured and that they are not the subject of any legal dispute in relation to the rights in any country Third are. He is obliged to indemnify Kraftblock upon first written request from all claims that third parties raise against Kraftblock due to such a violation of industrial property rights. In addition, he will reimburse Kraftblock for all necessary expenses in connection with this claim, unless the supplier proves that he is not responsible for the breach of duty underlying the infringement of the property rights. The obligation to indemnify also applies to all expenses that Kraftblock necessarily incurs as a result of or in connection with claims made by a third party. This also includes the costs of legal representation.

3. If the use of the product should be prohibited, the supplier will consult Kraftblock and either:

- acquire a right to use the products;

- modify the product so that it no longer infringes the rights of third parties, provided that the functionality of the product is not impaired;

- replace the product with an equivalent product that does not infringe the rights of third parties; or

- at the request of Kraftblock, to take back the product and refund the price paid for it.

4. The supplier will first try to implement the first option mentioned. Only if the supplier has proven to Kraftblock that it is not realistically possible to

5. Further legal claims of Kraftblock due to legal defects in the products delivered to Kraftblock remain unaffected.

6. The supplier is responsible for the defense in any legal proceedings brought against Kraftblock on the grounds that the contractual performance or parts thereof infringe the rights of one or more third parties. Kraftblock shall promptly notify Supplier in writing of any such action and shall provide Supplier with necessary and appropriate authority and assistance. The supplier shall indemnify Kraftblock against all damages and costs to which Kraftblock is ultimately sentenced in such proceedings and shall bear the costs of the proceedings.

11 Inspection and examination rights

1. Kraftblock or third parties named by Kraftblock are entitled at any time, after prior coordination with the supplier, to inspect the contractual service before delivery to Kraftblock for the purpose of quality assurance or inspection, evaluation and/or testing at their location during business hours. Kraftblock will inform the supplier in writing within a reasonable period of time in advance.

2. For this purpose, the Supplier grants access to the location of the Products on its premises and cooperates with the requested inspection (or repeated inspection) and provides the necessary documents and information. If necessary, the supplier will inform Kraftblock well in advance of the time and place where the inspection is to take place.

3. The supplier is entitled to be present during the inspection (or re-inspection) or the inspection, evaluation and/or testing.

4. Each party shall bear its own costs in connection with this clause.

5. Kraftblock will inform the supplier in writing within a reasonable period of time of the result of the inspection of the results, examination, evaluation and/or testing.

6. An inspection, inspection, evaluation and/or testing within the meaning of this section does not constitute recognition of the products as being in conformity with the contract or acceptance and does not affect all of Kraftblock's rights and claims.

12 Spare parts

The supplier is obliged to deliver spare parts for the period of expected technical use of the contractual service, but at least for fifteen years after delivery or acceptance, at reasonable prices and in accordance with the conditions of the underlying order. If the supplier discontinues deliveries of spare parts, Kraftblock must be informed in writing in order to give Kraftblock the opportunity to place a final order.

13 Termination of contract

1. Kraftblock is entitled to terminate the contract properly in accordance with the statutory provisions.

2. The right of the parties to terminate the contract extraordinarily for good cause remains unaffected. An important reason relating to the supplier exists in particular in the following cases:

- if the supplier declares bankruptcy;

- if the supplier ceases to do business;

- if the supplier transfers its operations in whole or in part to one or more third parties or the ownership or control of this operation in whole or in part is otherwise transferred to a third party, unless the legitimate interests of Kraftblock are not affected.

14 Confidentiality

1. The supplier is obliged to keep this contract and all information and documents provided to it byKraftblock for the execution of the contract, such as drawings, plans and other business data (with the exception of publicly available information), confidential for a period of 10 years after the date of delivery to be kept and used exclusively for the execution of this contract. He will immediately return the documents mentioned to Kraftblock upon request after the contract has been processed.

2. Without the prior written consent of Kraftblock, the supplier may not refer to the business relationship with Kraftblock in advertising material, brochures, etc. and may not exhibit contractual services produced for Kraftblock.

3. The supplier will oblige his sub-suppliers in accordance with this § 14. 

‍15 Assignment and offsetting

1. The supplier is not entitled to assign its rights and/or obligations under this contract without the prior written consent of Kraftblock. This does not apply to monetary claims. Kraftblock may not unreasonably refuse consent if there are objective reasons on the part of the supplier that have been communicated to Kraftblock by the supplier.

2. The supplier is only entitled to offset, assert its right of retention or raise a defense of non-fulfillment of the contract with legally established, recognized and undisputed claims.

16 Legal compliance, data protection, security and sustainability

1. The supplier is obliged to comply with the relevant legal provisions in connection with the contractual relationship. This applies in particular to anti-corruption and money laundering laws, antitrust, labor and environmental protection regulations as well as any requirements and guidelines of the responsible authorities as well as locally applicable safety regulations (including fire protection regulations). In addition, the supplier will comply with the general safety and quality standards applicable in the industry.

2. When providing the contractual service, the supplier will also comply with all relevant laws and regulations for the protection of personal data and meet all requirements, such as: B. the Federal Data Protection Act.

3. The supplier will ensure that its contractual services meet all relevant requirements for placing on the market in the European Union and the European Economic Area. Upon request, he must demonstrate conformity to Kraftblock by presenting suitable documents.

4. The supplier is obliged to continually strive for improvements with regard to sustainability and corporate social responsibility.

5. The supplier will make reasonable efforts to ensure compliance by its sub-suppliers with the obligations affecting the supplier contained in this § 16.

17 Place of performance, place of jurisdiction, applicable law

1. The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Saarbrücken.

2. This contract is subject to the law of the Federal Republic of Germany, excluding the Convention on the International Sale of Goods (UN Convention on Contracts for the International Sale of Goods).

3. In the event of any conflict or inconsistency between the German version and the English version of this Document, the German version shall prevail and govern.

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