Terms & Conditions

KEMPF Delivery Conditions

In accordance with the DPV Delivery Conditions
Status: January 2018

I. OFFER

1. Our offers are non-binding. Documents belonging to the offer, such as illustrations, drawings, weight and dimension data, are only approximately authoritative unless explicitly designated as binding. The validity period of the offer is four weeks unless otherwise specified. The supplier reserves ownership and copyright rights to cost estimates, drawings, and other documents; they must not be made accessible to third parties. The supplier is obliged to make plans designated as confidential by the purchaser accessible to third parties only with the purchaser’s consent.

2. The purchaser assumes sole responsibility for documents to be provided by him, such as drawings, gauges, samples, etc. The purchaser guarantees that the designs submitted by him do not infringe third-party intellectual property rights. The supplier is not obliged to verify whether the use of such designs infringes any third-party rights. If the supplier is nonetheless held liable, the purchaser shall indemnify him.

3. Samples are delivered only against payment.

II. SCOPE OF DELIVERY

1. The written order confirmation by the supplier shall be decisive for the scope of delivery. In the case of a timely accepted offer with binding terms, the offer shall apply unless an order confirmation is issued. Any side agreements or modifications require written confirmation by the supplier.

2. If special tools are ordered, the delivery quantity may exceed or fall short of the ordered quantity by approx. 10%, but by at least 2 units. The invoiced quantity shall be the delivered quantity.

III. PRICES AND PAYMENT

1. Prices apply ex works, including loading at the factory but excluding packaging, unless otherwise agreed. VAT is added at the legally applicable rate.

2. Unless otherwise agreed, payment shall be made net and free of charges at the supplier’s place of payment within 30 days of the invoice date (also in the case of partial deliveries).

3. Retention of payment or offsetting due to contested counterclaims is not permitted.

IV. DELIVERY TIME

1. The delivery period begins with dispatch of the order confirmation, but not before the required documents, approvals, releases, or any agreed advance payment have been received.

2. The delivery deadline is deemed met if the goods have left the factory or readiness for dispatch has been communicated by the deadline.

3. The delivery period shall be extended appropriately in the case of labor disputes (especially strikes and lockouts) or unforeseen obstacles beyond the supplier’s control, if such events significantly affect completion or delivery. This also applies if such circumstances occur with sub-suppliers. The supplier is not liable for such delays even if they occur during an existing delay. Start and end dates of such circumstances will be communicated promptly.

4. If dispatch is delayed at the purchaser’s request, the supplier is entitled to dispose of the goods otherwise after setting and fruitlessly expiring a reasonable deadline and to deliver the goods to the purchaser with an appropriately extended period.

5. Compliance with the delivery period requires the purchaser to fulfill all contractual obligations.

V. TRANSFER OF RISK AND ACCEPTANCE

1. The risk passes to the purchaser at the latest upon dispatch, even in the case of partial deliveries or if the supplier has taken on shipping or installation. Insurance against damage in transit is only arranged upon purchaser’s request and at purchaser’s expense.

2. If shipping is delayed due to purchaser's fault, risk passes on the day of notification of readiness for dispatch. Insurance, if requested, shall be at the purchaser’s expense.

3. Delivered items must be accepted by the purchaser even if they have minor defects, without prejudice to the rights under Section VII.

4. Partial deliveries are permissible.

VI. RETENTION OF TITLE

1. The supplier retains title to the delivered goods until all claims from the business relationship have been settled. In case of breach of contract by the purchaser, especially default in payment, the supplier is entitled to reclaim the goods after notice, and the purchaser must return them. Repossession is not a withdrawal from the contract unless the supplier explicitly states this in writing.

2. The purchaser may resell the goods in the ordinary course of business. However, he already assigns to the supplier all claims from resale. He remains authorized to collect the claims, unless he fails to provide necessary information or notify his debtors. If goods are resold with other items, the assigned claim shall correspond to the agreed delivery price.

3. The supplier undertakes to release securities if their value exceeds the secured claims by more than 25%.

4. The supplier may insure the goods at the purchaser’s expense unless proof is provided of separate insurance by the purchaser.

5. The purchaser must neither pledge nor assign the goods as security. He must inform the supplier immediately of any third-party claims or seizures.

6. If the supplier becomes liable under a bill of exchange arrangement in connection with payment, the retention of title and other securities shall not expire until the bill is honored.

VII. LIABILITY FOR DEFECTS

The supplier shall be liable, excluding further claims and without prejudice to Section IX 4, for defects, including the absence of expressly warranted characteristics, as follows:

1. All parts found to be unusable or significantly impaired due to a pre-transfer defect within 6 months (3 months for multi-shift operation) after delivery shall be repaired or replaced at the supplier’s discretion. The purchaser must report defects immediately in writing. Replaced parts become the property of the supplier. The supplier is only liable for defects in materials provided by the purchaser if they should have been detected using reasonable care. If shipping is delayed without the supplier’s fault, liability ends no later than 12 months after risk transfer.

2. Claims for defects expire 6 months after timely notice, but not before the warranty period ends.

3. No warranty is assumed for damages resulting from improper use, incorrect installation, normal wear and tear, improper handling, or external influences not caused by the supplier.

4. The purchaser must allow necessary time and opportunity for rectification. Otherwise, the supplier is released from warranty. In urgent cases, the purchaser may carry out repairs themselves at the supplier’s cost.

5. The supplier bears the costs of replacement parts including shipping if the complaint is justified. All other costs are borne by the purchaser.

6. Replacement parts and repairs are warranted for 3 months or until expiry of the original warranty period, whichever is longer.

7. Improper repairs or modifications by the purchaser or third parties void warranty.

8. Further claims, particularly for damages outside the delivery item, are excluded.

VIII. LIABILITY FOR ANCILLARY OBLIGATIONS

If due to the supplier’s fault the delivered item cannot be used as agreed due to faulty advice, instructions, or other ancillary duties, the provisions of Sections VII and IX shall apply.

IX. RIGHT OF WITHDRAWAL

In case of unforeseen events as described in Section IV which significantly change the contract’s economic significance or performance, or in case of subsequent impossibility, the contract shall be reasonably adjusted. If this is not economically viable, the supplier may withdraw from the contract. No compensation claims shall arise. Withdrawal must be declared immediately after the extent of the event becomes known, even if an extension of the delivery period was initially agreed upon.

XI. SPECIAL CONDITIONS FOR PROCESSING CONTRACTS

(Finishing, reworking, modification or restoration of tools)
In addition to or deviating from the delivery conditions, the following shall apply to such processing contracts:

1. Invoices must be paid immediately without deduction.
2. The processor assumes no liability for behavior of materials sent in. The fee remains due. If the material is rendered unusable through processor’s fault, the fee is waived and any compensation claim is excluded.
3. Warranty is excluded

XII. OTHER LIABILITY

Any liability of the supplier, regardless of legal grounds, is limited to a maximum of 5% of the value of the affected delivery.

XIII. JURISDICTION

All disputes arising from the contractual relationship shall be subject to the jurisdiction of the court where the supplier’s head office or the branch responsible for the delivery is located, provided the purchaser is a merchant, legal entity under public law, or special fund under public law. The supplier is also entitled to file suit at the purchaser’s principal place of business.