GTC

YKK STOCKO FASTENERS GmbH
represented by the managing directors Takashi Ohara, Takanori Yoshida and Koichi Kawaguchi
Kirchhofstr.
52, 42327 Wuppertal

1. scope of application

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

1.2
Our General Terms and Conditions only apply to companies in accordance with § 14 BGB (German Civil Code).

2. conclusion of contract

2.1
Our offers are always subject to change.
A contract is only concluded after written confirmation (letter of confirmation).

2.2
All agreements made between us and the customer for the purpose of executing the contract must be recorded in writing upon conclusion of the contract.
Subsidiary agreements to our offers, confirmations and agreements require our written confirmation in order to be valid and included in the contract.

2.3
The illustrations and information contained in the offers, brochures and catalogs, in particular weight and dimensional data or other technical data, are non-binding; these and any DIN VDE or other company or inter-company standards referred to merely describe the subject matter of the contract and only constitute a guarantee of characteristics if confirmed in writing and expressly or marked as a guarantee.

3. reservation of withdrawal

3.1
We are entitled to withdraw from the contract if the fulfillment encounters such technical difficulties that cannot be overcome even with increased care and appropriate effort, or if overcoming them would require a disproportionately high effort compared to the value of the item of the service to be provided by us.
Disproportionate expenditure is deemed to be expenditure that exceeds the order volume by more than 15%.
The customer must be informed immediately – if possible when the contract is concluded – of any recognizable problems in the technical implementation and the contract must then be concluded with corresponding reservations.
Any services received from the customer shall be reimbursed insofar as they relate to the service not provided.

3.2
We shall also be entitled to withdraw from the contract if the customer fails to make contractually agreed advance payments on time.

4. prices/ terms of payment

4.1
Our prices are quoted in euros, unless another currency is specified in the offer, plus the applicable VAT for delivery ex works including standard domestic packaging.

4.2
In cases where the delivery date is more than 4 months after conclusion of the contract – but in particular in the case of call-off orders – we reserve the right to change our prices appropriately if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or changes in the price of materials.
This must be proven to the customer upon request.

4.3
We reserve the right to demand the payment of an appropriate advance or the provision of a bank guarantee before executing an order.

4.4
We are authorized to issue invoices electronically by e-mail.
The customer shall be sent a qualified signed electronic invoice in accordance with the German Value Added Tax Act.

4.5
Unless otherwise stated in the order confirmation, the purchase price shall be due upon receipt of the corresponding invoice and payable by the payment deadline set therein.
The statutory provisions regarding the consequences of default in payment shall apply.
If the customer misses this payment deadline, he shall be in default without any further reminder.
Interest shall then be charged on the invoice amount from the following day at the statutory interest rate of at least 5 percentage points above the respective prime rate of the ECB.
This shall not apply if the customer is not responsible for this default.

4.6
The customer shall only be entitled to set-off rights if they are either based on the same contractual relationship or his counterclaims have been legally established, are undisputed or have been recognized by us.
In addition, the customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

5. place of performance / transfer of risk

5.1
The place of performance is our registered office.

5.2
The risk is transferred to the customer when the goods are dispatched.

5.3
Anything to the contrary shall only apply if expressly agreed in writing.

6. delivery time

6.1
The specification of a delivery date in the confirmation letter is non-binding.

6.2
We shall only be in default with our delivery obligation following a prior written reminder from the customer setting a deadline, but not before expiry of the date specified in the confirmation letter.
Default also presupposes that the customer fulfills his obligations to cooperate in a timely and proper manner.

6.3
If the customer is in default of acceptance or culpably violates his obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses.
Further claims remain unaffected by this.

6.4
If the customer is in default of acceptance, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance.

6.5
If we are in default of delivery or if our obligation to perform is excluded due to impossibility, we shall only be liable for damages under the conditions and to the extent of Section 8 of these GTC, unless a transaction for delivery by a fixed date is involved.

6.6
If we are in default with the delivery and there is only a case of slight negligence on our part, any claims for damages by the customer shall be limited to a lump-sum compensation for delay amounting to 0.5% of the delivery value for each completed week of the delay, but no more than 5% of the delivery value, whereby we reserve the right to prove that no damage or only minor damage has occurred.

7. call-off orders / partial services / excess and short delivery

7.1
In the case of call-off orders, the goods shall be purchased in approximately equal monthly quantities, unless otherwise agreed in writing.
The total quantity shall be deemed to have been called off one month after expiry of the period agreed for the call-off or, in the absence of such an agreement, at the end of the 6th month after conclusion of the contract.

7.2
We reserve the right to make deliveries that deviate by up to 10% from the quantity ordered, as well as minor deviations in dimensions, weights and illustrations, provided that such deviations do not impair the overall appearance and functionality of the items delivered.

7.3
We are entitled to make partial deliveries.

8 Warranty / Liability

8.1
Warranty claims of the customer due to material defects and defects of title presuppose that the customer has properly fulfilled his obligation to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code) and that the complaint was made to us in writing.

8.2
If there is a defect in the purchased item, we shall be entitled to subsequent performance in the form of rectification of the defect or delivery of a new item at our discretion.

8.3
If the supplementary performance fails, the customer is entitled to demand either withdrawal or a reduction in price.

8.4
Claims of our customers due to defects in the goods delivered by us shall lapse one year after the transfer of risk.

8.5
Claims for damages by the customer are excluded.
Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations as well as liability for other damages based on an intentional or grossly negligent breach of duty by the user, its legal representatives or vicarious agents.
Material contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.

8.6
In the event of a breach of material contractual obligations, the User shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless the Customer’s claims for damages are based on injury to life, limb or health.

8.7
The restrictions of No. 8.5 and 8.6 also apply in favor of the User’s legal representatives and vicarious agents if claims are asserted directly against them.

8.8
The provisions of the Product Liability Act remain unaffected.

9. reservation of title

9.1
Delivered goods shall remain our property until all claims to which we are entitled against our contractual partner now or in the future have been satisfied in full.
We shall release this security at our discretion upon request if its nominal value exceeds our claims by more than 10%.

9.2
Processing or transformation shall always be carried out for us as the manufacturer, but without any obligation on our part.
If the goods delivered by us are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods delivered by us to the invoice value of the other goods used at the time of processing.
If our goods are combined with other movable items to form a single item and if the other item is to be regarded as the main item, our contractual partner shall transfer co-ownership to us on a pro rata basis insofar as the main item belongs to him.
Items to which we are entitled to ownership or co-ownership in accordance with the above provisions are hereinafter referred to as reserved goods.

9.3
The contractual partner is entitled to sell the goods subject to retention of title in the ordinary course of business and to combine them with items belonging to others.
The contractual partner hereby assigns to us the claims arising from the sale, combination or any other legal reason with regard to the goods subject to retention of title in whole or in part in the proportion in which we are entitled to co-ownership of the sold or processed item.

9.4
Subject to revocation, we authorize the customer to collect the assigned claims.
The contractual partner must transfer the collected amounts to us immediately if and as soon as our claims are due.
Our authorization to collect the claim ourselves remains unaffected.
At our request, our contractual partner shall be obliged to inform us of the assigned claims and their debtors, to hand over to us the associated documents and to provide us with all information necessary for collection.
If we are entitled to collect the claims, our contractual partner shall be obliged to provide us with all information necessary for collection.

9.5
The rights of our contractual partner to resell, process, mix or install the goods subject to retention of title and the authorization to collect the assigned claim shall expire upon cessation of payment, application for or opening of insolvency proceedings and the implementation of out-of-court debt settlement proceedings, even without our revocation.

9.6
Our contractual partner must inform us immediately of access by third parties to the goods subject to retention of title and to the assigned claims.
Any costs of interventions or their defense shall be borne by the contractual partner.

9.7
In the event of breach of contract by the contractual partner, in particular default of payment, we shall be entitled to take back the reserved goods at the contractual partner’s expense or to demand assignment of the contractual partner’s claims for restitution against third parties without having to declare our withdrawal from the contract beforehand or at the same time.
In particular, the taking back or seizure of the reserved goods by us shall not constitute a withdrawal from the contract unless we expressly declare this in writing.

9.8
Should our retention of title lose its validity in the case of deliveries abroad or for other reasons, or should we lose ownership of the goods subject to retention of title for any reason whatsoever, our contractual partner shall be obliged to immediately provide us with other security for the goods subject to retention of title or other security for our claims which is effective under the law applicable to the customer’s registered office and which comes as close as possible to the retention of title under German law.

10. secrecy

10.1
We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents.
This also applies to such written documents that are designated as “confidential”.
The customer requires our express written consent before passing them on to third parties.

11. compliance with the Minimum Wage Act (MiLoG)

Our company undertakes to pay the applicable minimum wage and to fulfill other payment claims on the basis of the Minimum Wage Act (MiLoG) or the Posted Workers Act (AEntG).
This obligation includes the obligation to pay on time.

12. final provisions

12.1
The law of the Federal Republic of Germany shall apply.
The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

12.2
If the customer is a merchant, our registered office is the place of jurisdiction.

12.3
The contract shall remain binding in its remaining parts even if individual points are legally invalid.
In place of the ineffective points, the statutory provisions shall apply, where applicable.

Status: November 2020

AGB old

1. scope of application

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/conclusion of the contract.
They shall also apply in particular if we accept the delivery/service without reservation in the knowledge of deviating terms and conditions of our supplier.
Deviating terms and conditions of the supplier shall not be recognized unless the user expressly agrees to their validity in writing.

1.2
Our Terms and Conditions of Purchase shall only apply to entrepreneurs in accordance with § 14 BGB (German Civil Code).

2. conclusion of contract

2.1
The delivery must correspond to the order, the delivery dates are binding.

2.2
All agreements made between us and the supplier for the purpose of executing the contract must be recorded in writing upon conclusion of the contract.
Collateral agreements require our written confirmation in order to be valid and included in the contract.

2.3
The current version of our quality assurance agreement (QAA) applies.
This contains the binding definition of the technical framework conditions required to achieve the jointly targeted quality objective.

3. force majeure

3.1
Force majeure shall release the contractual partner affected by the force majeure from its performance obligations for the duration of the disruption and to the extent of its effect.
The affected contractual partner is obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt its obligations to the changed circumstances in good faith.

3.2
We shall be released from the obligation to accept the contractual items in whole or in part and shall be entitled to withdraw from the contract to this extent if the delivery/service can no longer be utilized by us – taking into account economic aspects – due to the delay caused by force majeure or is no longer reasonable for us.

3.3
Force majeure within the meaning of these Terms and Conditions of Purchase and within the meaning of the respective individual contract is only an external event caused by elementary forces of nature or by actions of third parties, which is unforeseeable according to human insight and experience, which cannot be prevented or rendered harmless by economically acceptable means even by the utmost care reasonably to be expected in the circumstances and which is also not to be accepted by operating companies due to its frequency, such as war, dangers of war and natural disasters.

4. transfer of risk

4.1
The place of performance is our registered office.

4.2
When goods are dispatched, the risk shall pass to us as soon as the delivery has been completed on our factory premises.

4.3
Anything to the contrary shall only apply if expressly agreed in writing.

5. terms of payment

5.1
Unless shown separately, the order prices are in euros including VAT and delivery costs.

5.2
Invoices must be submitted to us separately, complete with all associated documents and data after delivery has been made, in accordance with the relevant statutory regulations and in proper form.
We shall only be obliged to pay for the contractual items within the agreed payment period after receipt of a proper invoice that meets the above requirements.

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

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

5.5
In the case of advance payments, the supplier is obliged to provide appropriate security, e.g. an unlimited, directly enforceable bank guarantee, in the amount of the advance payment at our first request.

5.6
Payments already made by us shall be repaid immediately in the event of a delivery or non-delivery that is wholly or partially contrary to the contract.
They may also be subsequently offset against other claims at our discretion.

5.7
An assignment of the claim existing against us is only possible with our written consent, otherwise excluded.

5.8
The supplier shall only be entitled to set-off rights if they are either based on the same contractual relationship or his counterclaims have been legally established, are undisputed or have been recognized by us.
Furthermore, the supplier is only authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

6. partial performance / excess and short delivery

The supplier is not entitled to make partial deliveries or excess or short deliveries unless we have agreed to this in writing.
In this case, we are entitled to return the goods to the supplier at the supplier’s risk and expense.

7 Warranty/liability

7.1
An incoming goods inspection of the contractual items by us is limited to an inspection as to whether the delivered contractual items correspond to the quantities ordered, whether they have obvious, externally recognizable transport damage and whether the delivered contractual items correspond to the ordered contractual items (identity).
A notice period of 2 weeks shall apply to these aforementioned defects.
For all other obvious defects as well as hidden defects, the notification period of 2 weeks from discovery shall apply.
Further complaints and inspection obligations on our part are excluded.

7.2
If the purchased item is defective, we shall be entitled to demand subsequent performance in the form of rectification of the defect or delivery of a new item at our discretion.

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

7.4
Our claims for defects in the goods delivered to us shall lapse two years after the transfer of risk.

7.5
If a claim is made against us and/or our customer, for whatever reason, as part of a recall or replacement action, we are entitled to demand compensation from our supplier if and to the extent that his delivery or his conduct was defective and causal for the damage.
These claims are subject to the regular limitation period.

8. secrecy

We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents.
This shall also apply to the content of the contract and such written documents that are designated as “confidential”.
The supplier requires our express written consent before passing them on to third parties.

9. production equipment

It is the supplier’s responsibility to manufacture, maintain and, if necessary, replace the production equipment (models, samples, descriptions, dies, tools, gauges, drawings, etc.) required for the manufacture of the goods at his own expense.
If we make production equipment available to the supplier, it shall remain our property and must be returned to us after completion of the orders.
Items that have been developed or further developed in cooperation between the supplier and us may only be delivered to us.

10 Corporate responsibility

As part of its corporate responsibility, the supplier acknowledges that human rights are respected in the manufacture of products and the provision of services, that labor standards are observed and that discrimination and forced and child labor are not tolerated.
The supplier confirms that it will not tolerate any form of corruption or bribery or engage in such behavior in any way.
The supplier is obliged to observe the YKK EMEA Group/Business Partner Code of Conduct.
The Supplier also undertakes to oblige its upstream suppliers to comply with the YKK EMEA Group/Business Partner Code of Conduct.

12. final provisions

12.1
The law of the Federal Republic of Germany shall apply.
The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

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