GENERAL TERMS AND CONDITIONS
General terms and conditions of Krüger & Gothe GmbH
I. General provisions
1) For all deliveries and services of Krüger & Gothe GmbH (KuG) these are to be considered as follows
General terms and conditions (AGB) are decisive. General Terms and Conditions of
Orders are only valid if KuG has agreed to them in writing.
2. deviating and/or supplementary terms and conditions of the buyer are not binding for KuG, unless
because, KuG has expressly agreed to such deviating agreements in writing. A
Such consent shall only apply to the respective transaction, but not to future transactions.
Offers of KuG are in each case subject to change and non-binding, unless KuG has something else
III. conclusion of the contract
1. the conclusion of the contract is subject to correct and timely delivery to us
by the suppliers of KuG. This applies however only in the case that the possible non- or
delayed delivery is not the responsibility of KuG. The orderer is informed about the non-availability
of the service must be informed immediately.
2) With order the orderer declares bindingly to want to acquire the goods from KuG, whereby a
"Forecast" or call-off (for example from a framework agreement) of such an order from
effectiveness is equal. To an acceptance of the order by KuG it comes thereby either
by corresponding declaration of KuG or by delivery of the goods. KuG is entitled to the right,
to reject the order within 14 days. If KuG rejects the order with reference to
rejects other contents (such as prices or dates), this constitutes a new offer. If the
order is received by KuG by electronic means, the confirmation of receipt does not yet represent a
acceptance of the order.
3. dates and periods for delivery are only binding if they are confirmed in writing by KuG.
have been confirmed. KuG is always entitled to partial deliveries. If in individual cases no acceptance date
be fixed, KuG is entitled without prior reminder to delivery within 6 months after
order, whereby payment for this delivery is then due immediately after receipt of the order.
invoice of KuG by the orderer is due and payable without any deduction.
IV. Prices, terms of payment and delivery
1. all prices of KuG are net prices; the legal value added tax is charged in
Invoices shown separately. KuG is entitled to provide its services also on electronic
(e.g. by means of a signed PDF file), whereby such invoices can also be
are binding and effective without signature. The customer is always obliged within a
reasonable time to examine the respective invoice of KuG. Complaints of the
Invoices after 6 weeks will not be considered by KuG.
2) If KuG makes partial deliveries, these will be charged separately, with
immediate maturity and independent of the agreed total delivery, unless the goods have been
agreed with the purchaser individual payment terms also for such partial deliveries.
3. KuG reserves the right to increase the prices if:
There are cost increases after the conclusion of the contract, for example due to collective agreements,
changes in freight, shipping or ancillary shipping costs or in material prices.
After the conclusion of the contract, technical changes are made by the customer or the customer
addresses to KuG specifications deviating from the order. In such a case the orderer has
to bear all additional costs resulting from this, which KuG has to bear by such
Changes/specifications arise. Such additional costs include the increased
cost of materials, the increased personnel expenses, the remuneration of existing residual material,
4 The customer may only exercise a right of retention if his counterclaim to
is based on the same contractual relationship. The customer shall be entitled to set-off claims against
claims of KuG likewise only from the same contractual relationship with KuG.
5. in the case of blanket orders, the prices are calculated for specific periods and/or specific
Quantities firmly agreed. In the event of significant deviations in requirements or deadlines, the prices are to be
negotiate and determine.
6. accounting by KuG takes place after the provision of the service or in case of
Delivery of the products. Unless otherwise agreed, the customer is responsible for payment of the invoice
of KuG within 30 days from the respective receipt of the invoice, whereby the KuG
receipt of payment by KuG is decisive for the timeliness of the payment. KuG is entitled,
charge interest on arrears at the rate of 0.03 % per day from the due date, with the calculation of further
damage remains unaffected by this. KuG is entitled, in the case of delay of invoice payment
to trigger a production stop by the customer and a right of retention for all goods
and services against the customer, regardless of the reason for which the customer is
the delay of the customer with the payment results from the concrete contractual relationship. KuG is
particularly in the case of blanket orders, all further cost-incurring measures,
which would be necessary for the fulfilment of the contract, until full payment is received immediately
or to withdraw from the contract and to make all outstanding services immediately due.
7. if, at the request of or due to the fault of the customer, the dispatch or delivery of the
produced by more than one month after KuG's notification of readiness for dispatch or
delayed after a bindingly agreed acceptance date, KuG is entitled to charge the buyer for
a storage fee of 0.8 % for every month or part thereof from the date of default of acceptance
of the price of the respective goods to be delivered. The storage fee including
of the incidental costs is due 6 months after the agreed delivery date at the latest.
V. Extended reservation of title
1) All objects of the deliveries remain the property of KuG until all claims of KuG
claims of KuG against the buyer are completely fulfilled by the buyer. At
Breaches of duty by the buyer, such as default of payment, KuG is entitled to claim damages even without setting a deadline.
to demand the return of the goods and the delivery items and/or to demand the return
contract, whereby the customer is then obliged to immediately hand over the goods.
Such a demand for return of the KuG does not constitute a declaration of withdrawal, unless this
is expressly declared by KuG.
2. if the orderer processes, mixes and combines the services and goods delivered by KuG
resold, the retention of title applies to the resulting claims or is
to the newly created goods. If the customer accepts processing, inseparable
mixtures or transformations before, then this occurs for KuG. If the delivered goods and
services of KuG are processed by the orderer with items not in his property, then KuG is entitled to
KuG acquires co-ownership of the newly created object in the ratio of the value of the goods delivered by KuG
services and goods delivered to the other processed goods at the time of the
Processing. If, after such mixing, the new product of the customer is the main item
(e.g. finishing product), then the orderer commits himself to pay KuG the proportionate
to transfer co-ownership of it. In any case, the customer is obliged to transfer the sole ownership
and/or co-ownership of KuG for KuG to keep in safe custody accordingly. During the existence of the
reservation of title, the purchaser is prohibited from pledging or assigning the goods as security.
In the event of seizure, confiscation or other disposition or intervention by third parties, the
to inform the KuG immediately.
3) In the event of the sale of the newly manufactured products, the buyer hereby assigns KuG
its claims from the resale against the customers by way of security, without
requires further explanations. KuG accepts this assignment already now. However, the assignment applies
only in the amount of the KuG value of the newly manufactured goods in accordance with the
with its outstanding invoices to the purchaser.
4. from the time of cessation of payment by the customer or when an application is made to open a
insolvency proceedings on the assets of the customer or in the event of the rejection of such
request for lack of mass, the orderer is entitled to sell the services and products delivered by KuG and
the goods and has to store or mark these goods immediately in a separate place.
goods and services with the indication "property of Krüger & Gothe GmbH".
In addition, the buyer is obliged to retain the claims assigned to KuG from the claims assigned to KuG.
credit incoming amounts to a separate account. KuG is not responsible for serious
doubts about the solvency of the customer or in case of default of payment as well as in case of
Application of the customer for the opening of insolvency proceedings on his assets or in the case of
rejection of such an application due to lack of assets, the delivered services and goods
to be returned and collected immediately.
VI. material disposition / material procurement KuG
1. KuG is basically responsible for the procurement and stocking of all necessary production
materials, unless the orderer provides the material himself or gives KuG the right to use it.
corresponding specifications for procurement. In the case of possible short term necessary
procurement of materials due to excessively short delivery periods caused by the customer, the customer shall bear the costs of
buyer, KuG, additional costs arising from this procurement. Material stocks, which are
technical changes or by specifications of the customer after the order has been placed or after
the conclusion of the delivery contract, the buyer must pay KuG for the delivery of the goods against
Invoice to acquire or KuG as compensation for the value.
2. in the event of a cancellation or reduction of the scope of the order in the wake of an order placed by
order placed with KuG or in the follow-up to a concluded contract, the orderer is
The buyer is obliged to keep the goods already stored at KuG (raw material, finished products,
unfinished services, goods in current assets, etc.) or with an obligation to take delivery at
subcontractors of KuG already ordered goods against invoice of KuG. At
The prices agreed upon with KuG apply to finished products. For raw material/unfinished
services and the goods ordered from subcontractors, the prices set by KuG apply
taking into account the expenses already incurred and the pro rata allocable
3. even in case of individual orders, the material is procured by KuG at the beginning of production, unless
because, the orderer is responsible for the provision. For framework agreements the
materials are procured in accordance with the agreements specified there. The customer shall
KuG each month continuously (with a lead time of at least 6 months) a preview "Forecast
which is used for production planning and has the character of a binding order. KuG is thus with
outline agreements are only obliged to procure material/stocking if it has scheduled
order call-offs, previews/forecasts, or with the customer agreed upon
materialization releases. For open framework agreements without binding monthly
Call-offs/binding "Forecast's" are KuG only for stocking up to the amount of one month
(planned total number of units for the year ./. 12 months) and has no further obligations
Obligation to materialize to a greater extent.
4. in the case of the agreed provision of materials, the customer is obliged to provide the material in good time before
start of production and on the basis of the production times of KuG to be delivered to KuG. The
Material provided by the customer is then taken over into the KuG warehouse, specially marked and
there like KuG's own material and subjected to inventory. The costs for the
Provision storage and handling are included in the production costs.
The orderer is obligated to deliver the material provided in the same quality as that of KuG
Calculated, ordered and used material. If the customer does not meet this obligation
KuG will notify the buyer immediately after detection of the deficiency. The orderer
is then obliged to provide quality material immediately and KuG is obliged to pay all costs
which are caused by this delay or which are caused by additional expenditure in the production process
arise. Even without a separate written notification, the obligation shall not apply in such a case
by KuG to meet promised production and delivery dates.
1) For selected components the orderer can set up a customer warehouse at KuG or at his own premises. KuG
must inform the purchaser about withdrawals from the customer's warehouse on a monthly basis. On this basis
the orderer will then invoice KuG for the material taken.
2) Upon request of the orderer KuG is also prepared, in case of the expiry of a raw material delivery
(discontinuation of material by subcontractors) a so-called "last call order
and to stock up with appropriate material and to store it in a customer warehouse
into the system. The orderer is obligated to bring in this material acquired by KuG against invoice
to be paid after the receipt of goods at KuG.
VIII. Order Cancellation
1. in case of possible cancellation of orders, non-acceptance of goods and services
despite existing orders/contracts/forecasts from individual orders or
framework contracts or the reduction of quantities purchased or in the event of termination of the
business relationship with the customer (e.g. in case of termination of the business relationship by
KuG by an important reason lying with the orderer or in case of the application of the
insolvency over the assets of the orderer, etc.), the orderer is obligated to transfer to KuG
stocked goods and stocks (raw material, current stock, finished goods and released
orders with subcontractors) immediately from KuG against invoice. For
finished products, the agreed selling price is calculated for raw material, finished and
unfinished products as well as triggered orders with subcontractors are the goods and services provided by KuG
purchase or production prices (with the overhead surcharges for overhead costs, other
expenses, etc.). Invoices issued in this way shall be payable within 14 days without deduction
due and payable.
2) If the orderer postpones binding acceptance dates, KuG is entitled to the orderer
Financing costs of 0.8 % per month starting from the 1st day of delay at
IX. Delivery terms / Transfer of risk
1) The customer bears the risk of accidental loss as well as the risk of total or partial loss of the
damage to the goods from the place of performance. This shall also apply in the event that the goods are dispatched to
a place other than the place of performance.
2) The observance of delivery periods by KuG requires the timely receipt of all goods and services provided by KuG.
customer to documents to be supplied, in particular plans, approvals and releases, as well as the
Compliance with the agreed terms of payment and other conditions to be determined by the customer
preparatory and participatory actions.
3. KuG is entitled to suspend deliveries until the complete settlement of claims against the
the buyer in whole or in part, without this constituting a delay in delivery by KuG
4) Should KuG be in default with a contractually agreed delivery through its own fault
the orderer is entitled to claim from KuG for every further full week of delay, starting from the 4th week of
week, to demand compensation for delay up to 0.5%, but not more than 5% of the order or
X. Material defects / warranty / claims for damages
1) KuG is only liable for defects of the goods manufactured by it and for the goods performed by KuG
value-added steps according to these GTC, whereby typical wear and tear is not a defect.
represents. KuG provides a warranty for defects of the goods in accordance with the legal requirements.
regulations, unless otherwise specified below. Normal, typical use
Wear and tear as well as premature wear and tear due to untypical use - such as under
unusually increased stress - no deficiency.
2. every customer is obliged to describe possible defects in detail. If the customer
this obligation, KuG is not liable for damages caused by the consequences of the
inadequate documentation, delayed processing of defects may result.
Each customer must carefully inspect the goods for transport damage in good time before acceptance/receipt.
immediately, to object to them immediately, to indicate them in full on the receipt etc. and to
to have it confirmed in writing. If the customer does not comply with this obligation to test and notify,
all claims of the orderer against KuG in connection with this contract are void.
Damage in transit.
Each orderer is obligated to immediately after receipt of the goods of KuG by controls (on
basis of the testing technology to be used in accordance with the state of the art) to the correct quantities, type and quality
check. Obvious defects and shortfalls must be reported within 3 working days at the latest
receipt of the goods in writing to KuG. Each orderer must also notify KuG in writing even in the case of non-obvious
Defects KuG within one week after the state of the goods contrary to the contract is determined
the KuG in writing. If the orderer does not comply with this obligation of inspection and
all possible claims of the orderer against KuG are also omitted here in the event of a
connection with these shortcomings.
3. the liability of KuG for so-called assured characteristics or for from it taken over
Guarantees are only valid if KuG has given the orderer a written confirmation in advance of the
has confirmed such warranted characteristics or assumed guarantees.
4 Any warranty of KuG is conclusively limited to the period of 12 months, starting from the date of
time of delivery of the respective goods and services, limited. Any deviation therefrom
must be in writing to be effective.
5) In the case of possible defects, KuG's liability is limited to rectification of defects or
Subsequent delivery conclusively limited. Further liability and compensation claims against
KuG can only be claimed if the buyer KuG intentionally or grossly
proof of negligent behaviour.
6. KuG assumes no liability for the electronic functionality of modules / products,
unless the buyer has bindingly ordered corresponding electrical tests from KuG.
Due to the mass character of the goods produced by KuG, KuG is committed to avoid
disproportionately high costs, the right, instead of remedying the defect within a reasonable period of time
period (at least 30 days) to carry out the warranty by subsequent delivery, whereby the customer
already now accepts possible longer subsequent delivery periods (availability of goods). Decides
in the event of a possible failure of the subsequent performance due to a defect, the customer shall be liable for the
If the customer withdraws from the contract, he is not entitled to any additional compensation.
7. if KuG is unable to fulfil its contractual obligation for a reason for which it is responsible
impossible, the customer is entitled to demand compensation, whereby this
The customer's claim for damages shall be limited to 10 % of the value of that part of the delivery /
contractual obligation, which due to the impossibility cannot be fulfilled in a reasonable manner.
can be put into operation. The right of the customer to withdraw from the contract remains
8) Possible claims from the product liability law against KuG are not covered by these GTC.
XI. Industrial property rights
The orderer is obligated to keep the products ordered by him from KuG for production free of
rights of third parties. Already now the orderer releases KuG from all claims of such third parties.
third parties plus necessary legal costs due to the possible infringement of
industrial property rights by the customer.
XII. Prohibition of assignment
The buyer may only exercise rights and obligations arising from the following with the prior written release by KuG
contracts and orders with KuG to third parties. In the case of an order not released by KuG
assignment by the buyer, KuG is entitled to terminate the contract without notice for good cause.
or cancel the order, in each case with the right to assert the claims of the customer
resulting additional costs and damages.
1. KuG and the respective orderer will use the respective provided and specially marked
documents, knowledge and information during and after business relations
Keep this procedure secret for at least another year. Any documents, knowledge and
Information may only be used with the express written consent of the other Party
be published or passed on to third parties. Excluded from this are documents and
Information to suppliers, which form the basis for material orders from KuG. KuG and the
the respective orderers will impose these obligations on their employees and suppliers. According to
Termination of the business relationship, the documents provided by each party can be
2. the obligation to maintain secrecy shall not apply to data or other information which is
transfer were already known, for example by means of generally accessible or legal means. The
burden of proof for access to such information outside the handover by the other party,
shall be borne by the Party invoking such other access.
XIV Place of performance, jurisdiction, applicable law and miscellaneous
1. place of performance and exclusive place of jurisdiction for deliveries and payments, as well as all
between KuG and the respective orderer resulting from the disputes between them
concluded contracts, is the registered office of KuG. The relations between the
The parties to the contract shall exclusively regulate themselves according to the regulations valid in the Federal
law under exclusion of the validity of UN sales law.
2. if a regulation of these general terms and conditions is or becomes invalid or unenforceable, this shall not affect the validity of the remaining
does not affect the validity of the remaining GTC. In such a case KuG will replace an ineffective regulation
as well as to replace a possible regulatory gap with a new regulation that meets the intended
comes closest to the economic purpose.
3. for matters not or not completely regulated in these GTC, the
General Terms and Conditions of Delivery for Products and Services of the Electrical Industry (ZVEI) in its
respectively valid version. If further agreements exist between KuG and the respective orderer
agreements, the following descending order shall apply
a. Individual, written agreements (such as delivery confirmations)
b. Supply contract with KuG and the orderer
c. These general terms and conditions of KuG (AGB)
d. General Conditions of Delivery for Products and Services of the Electronics Industry (ZVEI) together with
Supplement retention of title.