Terms & Conditions

KEMPF TERMS OF DELIVERY

Based on the DPV Terms of Delivery
Effective: January 2018

I. OFFER

1. Our offers are non-binding. Documents related to the offer such as illustrations, drawings, weight and dimensional data are approximate unless explicitly stated as binding. The validity of the offer is four weeks unless otherwise specified. The supplier reserves ownership and copyright rights to cost estimates, drawings, and other documents; these must not be made accessible to third parties. The supplier is obligated to only make plans designated as confidential by the purchaser available to third parties with the purchaser’s consent.
2. The purchaser assumes sole responsibility for documents to be provided by them, such as drawings, gauges, samples, or similar. The purchaser must ensure that submitted execution drawings do not infringe on third-party intellectual property rights. The supplier is not obligated to verify whether the submission of offers based on execution drawings sent to them infringes any third-party rights in case of execution. Should liability of the supplier nevertheless arise, the purchaser shall indemnify the supplier.
3. Samples are supplied only against charge.

II. SCOPE OF DELIVERY

1. The scope of delivery is determined by the supplier’s written order confirmation, or in the case of a time-bound offer by the supplier and timely acceptance, by the offer if no timely order confirmation is provided. Collateral agreements and changes require written confirmation by the supplier.
2. When custom tools are ordered, the order quantity may be exceeded or undercut by approximately 10%, but at least by 2 pieces. The invoiced quantity is decisive.

III. PRICE AND PAYMENT

1. Prices apply ex works including loading at the factory, unless otherwise agreed, but excluding packaging. Value-added tax at the applicable statutory rate will be added to the prices.
2. Unless otherwise agreed, payment is due without any deduction at the supplier’s payment location within 30 days from the invoice date (also for partial deliveries).
3. Withholding payments or offsetting against any counterclaims disputed by the supplier is not permitted.

IV. DELIVERY TIME

1. The delivery period begins with the dispatch of the order confirmation, but not before the purchaser has provided the necessary documents, approvals, releases, and before receipt of any agreed advance payment.
2. The delivery period is met if the delivery item has left the factory or readiness for shipment has been communicated by its expiry.
3. The delivery period shall be reasonably extended in the event of labor disputes, especially strikes and lockouts, as well as unforeseen obstacles beyond the supplier’s control that demonstrably affect the completion or delivery of the delivery item significantly. This also applies if such circumstances occur at subcontractors. The supplier is not responsible for these circumstances even if they arise during an existing delay. The supplier will notify the purchaser as soon as possible about the start and end of such obstacles in important cases.
4. If shipment is delayed at the purchaser’s request, the supplier is entitled, after setting a reasonable deadline without success, to dispose of the delivery item otherwise and deliver to the purchaser with a reasonably extended deadline.
5. Compliance with the delivery period requires the purchaser to fulfill their contractual obligations.

V. TRANSFER OF RISK AND ACCEPTANCE

1. Risk passes to the purchaser at the latest upon dispatch of the delivery parts, even if partial deliveries are made or the supplier has assumed other services, e.g., shipping costs or transport and installation. At the purchaser’s request and expense, the shipment will be insured by the supplier against theft, breakage, transport, fire, water damage, and other insurable risks.
2. If shipment is delayed due to circumstances attributable to the purchaser, risk passes to the purchaser from the day the shipment is ready for dispatch; however, the supplier is obligated to arrange insurance at the purchaser’s request and 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 permitted.

VI. RETENTION OF TITLE

1. The supplier retains ownership of the delivery item until all claims of the supplier against the purchaser from the business relationship, including future claims from contracts concluded simultaneously or later, have been settled. This also applies if individual or all claims of the supplier have been included in a current invoice and the balance has been drawn and acknowledged. In case of breach of contract by the purchaser, especially payment default, the supplier is entitled to reclaim the delivery item after reminder, and the purchaser is obliged to surrender it. Repossession or seizure of the item by the supplier does not constitute withdrawal from the contract unless expressly declared in writing by the supplier. The purchaser must notify the supplier immediately in writing of any seizures or other interventions by third parties.
2. The purchaser is entitled to resell the delivery item in the ordinary course of business. However, the purchaser hereby assigns to the supplier all claims with all ancillary rights arising from the resale against the customer or third parties. The purchaser is authorized to collect these claims even after assignment. The supplier’s right to collect the claims themselves remains unaffected; however, the supplier undertakes not to collect the claims as long as the purchaser informs the supplier of the assigned claims and their debtors, provides all necessary information for collection, hands over the associated documents, and notifies the debtors of the assignment. If the delivery item is resold together with other goods not belonging to the supplier, the purchaser’s claim against the customer in the amount of the agreed delivery price between supplier and purchaser is deemed assigned.
3. The supplier undertakes to release securities to which it is entitled insofar as their value exceeds the claims to be secured, which have not yet been settled, by more than 25%.
4. The supplier is entitled to insure the delivery item at the purchaser’s expense against theft, breakage, fire, water, and other damages, unless the purchaser has demonstrably taken out insurance themselves.
5. The purchaser may neither pledge nor assign the delivery item as security. In case of seizures, confiscations, or other dispositions by third parties, the purchaser must notify the supplier immediately.
6. If a bill of exchange liability of the supplier is established in connection with the payment of the purchase price by the purchaser, the retention of title, including its agreed special forms, and other securities agreed for payment security do not expire before the bill is redeemed by the purchaser as drawee.

VII. LIABILITY FOR DEFECTS IN DELIVERY

The supplier is liable for defects in delivery, including the absence of expressly guaranteed properties, excluding further claims and subject to Section IX 4, as follows:

1. All parts that prove to be unusable or significantly impaired in usability within 6 months (within 3 months for multi-shift operation) from delivery due to a circumstance existing before the transfer of risk—especially due to faulty design, poor materials, or defective workmanship—shall be repaired or replaced free of charge at the supplier’s reasonable discretion. Such defects must be reported to the supplier immediately in writing. Replaced parts become the supplier’s property. The supplier is only liable for defects in material supplied by the purchaser if the supplier should have recognized the defects with professional care. If shipment is delayed without the supplier’s fault, liability expires at the latest 12 months after transfer of risk. For significant third-party products, the supplier’s liability is limited to assignment of claims against the supplier only for compliant execution according to drawings.
2. The purchaser’s right to assert claims for defects expires in all cases 6 months from the time of timely notification of defects, but no earlier than the expiry of the warranty period.
3. No warranty is assumed for damages resulting from the following causes: unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, natural wear, faulty or negligent handling, unsuitable operating materials, chemical, electrochemical, or electrical influences unless attributable to supplier fault.
4. The purchaser must grant the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the supplier at reasonable discretion after notification; otherwise, the supplier is released from liability for defects. Only in urgent cases endangering operational safety or to prevent disproportionate damage, whereby the supplier must be notified immediately, or if the supplier is in default with remedying the defect, does the purchaser have the right to remedy the defect themselves or through third parties and claim reimbursement of necessary costs from the supplier.
5. The supplier bears the immediate costs arising from repair or replacement to the extent that the complaint proves justified, including the cost of the replacement part and shipping. Otherwise, the purchaser bears the costs.
6. The warranty period for the replacement part and repair is 3 months but at least until the expiry of the original warranty period for the delivery item.
7. Liability for claims arising from unauthorized modifications or repairs by the purchaser or third parties without prior approval of the supplier is excluded.
8. Further claims of the purchaser, especially claims for damages not incurred on the delivery item itself, are excluded.

VIII. LIABILITY FOR INCIDENTAL OBLIGATIONS

If due to the supplier’s fault the delivered item cannot be used contractually by the purchaser because of omitted or faulty execution of proposals and advice before or after contract conclusion, as well as other contractual ancillary obligations—especially instructions for operation and maintenance—the provisions of Sections VII and IX apply accordingly, excluding further claims of the purchaser.

IX. PURCHASER’S RIGHT OF WITHDRAWAL

In the event of unforeseen circumstances as defined in Section IV of the Terms of Delivery, insofar as they significantly change the economic significance or content of the service or significantly affect the supplier’s operations, and in the event of subsequently emerging impossibility of execution, the contract shall be adjusted accordingly. If this is not economically justifiable, the supplier has the right to withdraw from the contract in whole or in part. The purchaser has no claims for damages due to such withdrawal. If the supplier intends to exercise the right of withdrawal, they must notify the purchaser immediately upon recognizing the significance of the event, even if an extension of the delivery period was initially agreed with the purchaser.

XI. SPECIAL CONDITIONS FOR PROCESSING CONTRACTS

(Completion, reworking, modification, or restoration of tools) In addition to or deviating from the Terms of Delivery, the following applies to such processing contracts:

1. Invoices are payable immediately without deduction.
2. The processor assumes no liability for the condition of the material sent to them for processing. Their claim for remuneration remains unaffected. If the material becomes unusable during processing due to the processor’s fault, the processor’s remuneration claim and any damage claims of the purchaser lapse.
3. Liability for defects is excluded.

XII. OTHER LIABILITY

To the extent the supplier is liable, regardless of legal grounds, such liability is limited to a maximum of 5% of the value of the affected delivery quantity.

XIII. JURISDICTION

For all disputes arising from the contractual relationship, if the purchaser is a merchant, a legal entity under public law, or a special fund under public law, the lawsuit must be filed at the court responsible for the supplier’s headquarters or the branch executing the delivery. The supplier is also entitled to sue at the purchaser’s headquarters.