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Terms and Conditions

1. Scope

1.1
The business relationship between YKK STOCKO FASTENERS GmbH (User) and the Supplier shall be governed exclusively by the following Terms and Conditions of Purchase in the version valid at the time of the order/the conclusion of the contract. They shall, in particular, apply even if we accept the delivery/service without reservation in full knowledge of deviating terms and conditions of our Supplier. Deviating terms and conditions of the Supplier shall not be recognised, unless the User expressly agrees to their validity in writing.

1.2
Our Terms and Conditions of Purchase shall only apply vis-à-vis entrepreneurs in accordance with Section 14 of the German Civil Code (BGB).

2. Conclusion of the contract

2.1
The delivery must correspond to the order; the delivery dates shall be binding.

2.2
All the agreements, which are made between us and the Supplier for the purpose of the execution of the contract, must be set out in writing upon the conclusion of the contract. Subsidiary agreements require our written confirmation in order to be valid and to be included in the contract.

2.3
Our Quality Assurance Agreement (QAA) shall apply in its current version. This shall include the binding specification of the technical framework, which is necessary for the achievement of the shared quality objective.

3. Force majeure

3.1
Force majeure shall release the party affected by the force majeure from its contractual obligations for the duration of the disruption and to the extent of its effect. The party affected is obliged, as far as is reasonably possible, to provide the required information immediately and to adapt its obligations to the altered circumstances in good faith.

3.2
We shall be fully or partially released from the obligation to accept the contractual items and, in this respect, entitled to withdraw from the contract if – taking economic aspects into consideration – the delivery/service can no longer be utilised by us or can no longer reasonably be expected to be accepted by us on account of the delay caused by the force majeure.

3.3
In terms of the present Terms and Conditions of Purchase and in terms of the respective individual contract, force majeure shall only be an external event, which is introduced from the outside by elementary natural forces or by actions of third parties, cannot be foreseen by human judgement and experience, cannot be prevented or rendered harmless with economically bearable means, even with the utmost care which can reasonably be expected in the circumstances, and must not be accepted by companies because of its frequency, e.g. war, threats of war and natural disasters.

4. Transfer of risk

4.1
The place of performance shall be our registered place of business.

4.2
When goods are shipped, the risk shall be transferred to us as soon as the delivery has been completed on our premises.

4.3
Something to the contrary shall only apply if it has been expressly agreed in writing.

5. Terms of payment

5.1
Unless indicated otherwise, the order prices shall be in euros, including VAT and delivery costs.

5.2
Separate and complete invoices must be submitted to us with all the associated documents and data after the delivery has taken place, in accordance with the respective statutory regulations and in due form. Only after the receipt of a proper invoice, which corresponds to the above requirements shall we be obliged to pay for the contractual items within the agreed payment period.

5.3
Payments may be made by cheque, bill of exchange or bank transfer, at our discretion.

5.4
We shall only be in default with our payment obligation arising from the respective individual contract after a prior written reminder from the Supplier.

5.5
In the event of advance payments, the Supplier is obliged, upon our first request, to provide a reasonable security, e.g. an unlimited, absolute bank guarantee to the amount of the advance payment.

5.6
Payments, which have already been made by us, must be paid back immediately in the event of a delivery or non-delivery, which is partly or fully in breach of the contract. They can also retrospectively be offset against other claims, at our discretion.

5.7
An assignment of the claims existing against us shall only be possible with our written consent.

5.8
The Supplier shall only be entitled to offsetting rights if they are either based on the same contractual relationship or if its counter-claims are established by law, are undisputed or are acknowledged by us. Furthermore, the Supplier shall only be authorised to exercise a right of retention to the extent that its counter-claim is based on the same contractual relationship.

6. Part services / excess and short delivery

The Supplier shall not be entitled to provide part services or excess or short deliveries, unless we have agreed to this in writing. In this case, we shall be entitled to return the items to the Supplier at the risk and expense of the latter.

7. Warranty/liability

7.1
An incoming goods examination of the contractual items by us shall be limited to an inspection as to whether the delivered contractual items correspond in quantity to the respective ordered quantities or have obvious, outwardly apparent transport damage and whether the delivered contractual items correspond to the ordered contractual items (identity). A notification period of 2 weeks shall apply for the aforementioned defects. For all other overt defects and for concealed defects, the notification period shall be 2 weeks from discovery. Further notifications of defects and examination obligations on our part shall be excluded.

7.2
If a defect is present in the purchased item, we shall be entitled to demand supplementary performance in the form of the removal of the defect or through the delivery of a new item, at our discretion.

7.3
If the supplementary performance fails, we shall be entitled, at our discretion, to withdraw from the contract or to reduce the price.

7.4
Our claims on account of defects in the items delivered to us shall become statute-barred upon the expiry of two years after the transfer of risk.

7.5
If a claim is made against us or our customer for any reason whatsoever, within the framework of a recall or a replacement campaign, we shall be entitled to demand compensation from our Supplier if and insofar as its delivery or its conduct was defective and was responsible for the damage. These claims shall be subject to the regular limitation period.

8. Confidentiality

We shall retain the title and copyright to illustrations, drawings, calculations and other documents. This shall also apply to the content of the contract and written documents, which are designated as “confidential”. Before they are passed on to third parties, the Supplier requires our express written consent.

9. Means of production

It shall be the task of the Supplier to produce, maintain and, if applicable, replace the means of production, which are necessary for manufacturing the goods (models, samples, descriptions, dies, tools, gauges, drawings etc.) at its own expense. If we make means of production available to the Supplier, these shall remain our property and must not be returned to us after the orders have been processed. Items, which have been developed or further developed in a collaboration between the Supplier and us, may be delivered exclusively to us.

10. Entrepreneurial responsibility

Within the framework of its entrepreneurial responsibility, the Supplier avows that human rights are protected, working standards observed and discrimination, forced labour and child labour are not tolerated in the manufacture of the products and the performance of the services. The Supplier confirms that it does not tolerate any form of bribery or corruption or get involved with these in any way. The Supplier is obliged to observe the code of conduct of the YKK EMEA Group/business partners. The Supplier undertakes to commit its subsuppliers to comply with the code of conduct of the YKK EMEA Group/business partners.

12. Final provisions

12.1
The law of the Federal Republic of Germany shall apply. The UN Convention on the International Sale of Goods shall not apply.

12.2
If the Supplier is a merchant, the place of jurisdiction shall be our registered place of business.

12.3
Even if individual points are legally invalid, the remainder of the contract shall remain binding. Instead of the invalid points, the statutory regulations shall apply, where available.

Fastening Products Group