General Terms and Conditions

1. General 
The general terms and conditions shall apply to all business relationships between Kniggendorf + Kögler Security GmbH and Kniggendorf + Kögler GmbH (referred to as the "Seller" in the following) and their customers (referred to as the "Buyer" in the following). These GTACs shall only apply if the Buyer is a business within the context of Section 14 BGB, a legal person within the context of civil law, or a publically legal funded asset.

Offers, deliveries, services, and other legal business transactions on behalf of the Seller shall be completed exclusively based on the following terms and conditions. The same shall apply as agreed to herewith as a framework agreement for any future contracts regarding the sale and/or delivery of mobile goods to the same Buyer. A repeated agreement shall not be required. Conflicting or complementary terms and conditions of the contractual partner shall apply as explicitly excluded. The Seller shall be entitled to alter or add to these general terms and conditions within the scope of an appropriately announced period of time. In case of alterations to the general terms and conditions, the Seller shall provide the customer with the altered conditions in writing or text form. If the customer does not decline the altered or added terms and conditions within 2 weeks of their receipt, then the altered or added terms and conditions as agreed to, provided the customer has been informed regarding the effect of failure to decline them.

Declarations on behalf of the Buyer vis-a-vis the Seller that have been submitted after completion of the contract (especially specification of deadlines, declaration of defects, declaration of withdrawal) must be made in writing.

Provided nothing else has been specified in these terms and conditions, legal regulations shall apply. Instructions regarding legal regulations are only provided for clarification.

2. Prices 
Provided not otherwise indicated, the prices indicated are given in euros.

All prices indicated are given ex works, plus packaging and legally applicable value added tax. Prices for packaging and shipping shall be indicated by the Seller to the Buyer prior to order submission.

3. Offer and contract completion
The Seller's offers shall remain nonbinding and subject to change. The same shall apply to offers involving additions, alterations, or side agreements. The Buyer's order for the goods shall be considered a binding contractual offer. Provided nothing else results from the order, the Seller shall be entitled to accept this contractual order within 2 weeks after its receipt. The Seller may declare acceptance either by confirming the order in text form or by delivering the goods to the Buyer.

4. Deliveries 
Ordered articles shall be delivered via shipping, in which case the Seller shall be entitled to specify the method of delivery (in particular the transport company, delivery route, and packaging), provided nothing else has been agreed to. Large order quantities shall be sent by courier to the Buyer, reasonable partial deliveries and partial services shall be permitted. In this case, each reasonable partial delivery and partial service provided to the customer shall be considered an independent delivery and service; additional costs for packaging and delivery for partial deliveries and partial services shall be borne by the Seller.

The delivery period shall be approx. 6 weeks following contract completion, provided nothing else has been agreed to individually; the delivery period for articles produced specifically for the customer shall always be agreed to individually between the parties. The occurrence of delivery delays shall be specified by legal regulations. A reminder from the Buyer is required in all cases.

If the delivery by the Seller is delayed, then the Buyer may demand flat-rate compensation for delay damages. The flat-rate damage compensation for each completed calendar week of delays shall amount to 0.5% of the net price (delivery value), but nevertheless to a maximum of 5% of the delivery value of the goods delivered late. The Seller reserves the right to prove that the Seller did not suffer damages or only suffered damages less than the flat rate indicated above.

In case of delays, the Buyer may submit an appropriate grace period to the Seller in writing including instructions that acceptance of the object of purchase shall be declined following expiry of the deadline. Following unsuccessful expiry of the grace period, the Buyer shall be entitled to withdraw from the purchase contract via a written declaration.

Provided the Seller cannot maintain delivery deadlines for reasons that he is not responsible for (unavailability of the service), then he must inform the Buyer about this immediately and simultaneously inform regarding a new, tentative delivery period. If the service is also not available within the new delivery period, then the Seller shall be entitled to withdraw completely or partially from the contract; any return service previously provided by the Buyer shall be refunded immediately. In this case, unavailability of the service in this context shall refer to untimely delivery by suppliers if a congruent covering transaction has been completed, neither the Seller nor his suppliers are responsible, or the Seller is not obligated to procure in the individual case.

In case of delivery and service delays due to force majeure or due to disruptions to company operations which the Seller or his suppliers are not responsible for, especially strikes, lockouts, civil declarations, etc., the delivery period shall extend accordingly, even in case of binding agreed periods and deadlines.

5. Reservation of title 
The goods delivered by the Seller shall remain the property of the seller until all current claims of the Seller against the Buyer and any future claims connected with the delivered goods have been fulfilled. The Buyer shall be entitled to sell the goods reserved as the property of the Seller within the scope of a regular business transaction.

Nevertheless, he shall hereby assign all claims from this subsequent sale to the Seller, regardless of whether the reserved goods are sold without or following processing. The Seller shall accept this assignment. If the reserved goods are subsequently sold following processing together with other goods that are not the property of the Seller, then the Buyer's claim against the recipient in the amount of the delivery price agreed between the Buyer and the Seller shall qualify as assigned. The Buyer shall also be entitled to collect this claim after assignment. The authority of the Seller to collect the claim himself shall remain unaffected by this; nevertheless the Seller shall be obligated to refrain from this for as long as the Buyer is able to meet his payment obligations regularly.

If the Buyer utilises his authority to collect, then the Seller shall be entitled to the collected revenue in the amount of the delivery price agreed between the Buyer and the Seller for the reserved goods. Upon request, the Seller shall be obligated to release the security he is entitled to once its value exceeds that of the secured claims by more than 20%, provided these have not been settled yet.

6. Payment 
The purchase price shall be due for payment within the individually agreed payment period; if a payment period is not agreed to individually, then the purchase price must be paid within 14 days following invoice submission and delivery. Delivery within the European Union shall only follow advance payment. Payment shall only be considered completed if the payment amount is finally received by and available to the Seller. If the Buyer is delayed, then the Seller shall be entitled to calculate interest starting with the associated point in time according to the respective legally applicable interest rate.

7. Guarantee 
The rights of the Buyer in case of material and legal defects shall be specified according to legal regulations, provided nothing otherwise is specified in the following. Regardless of this, the provisions of Sections 478, 479 BGB shall remain unaffected. A defect is present if the delivered goods deviate from the properties agreed to. The agreed properties are specified in the "article description", which is included specifically in the contract. The Seller shall not be responsible for statements on behalf of the manufacturer or a third party (e.g. advertising).

Legal examination and objection obligations shall apply (Sections 377, 381 HGB). If the goods indicate defects during examination or later, then this must be indicated to the Seller immediately. Indication shall qualify as immediate if it follows within two weeks. Timely submission of indication of defects shall be sufficient to maintain the deadline. Independent of the legal examination and objection obligation, the Buyer must indicate obvious defects to the Seller in writing within two weeks after delivery. Timely submission of this notification is sufficient to maintain the deadline. If the Buyer does not indicate obvious defects, then the defect shall be considered approved and liability for this shall be excluded.

If the goods delivered by the Seller are defective, then the Seller may choose whether he would prefer subsequent fulfilment by correcting the defects (improvement) or delivery of an item free of defects (replacement). The right to refuse subsequent fulfilment according to legal requirements shall remain unaffected by this. The Seller may provide subsequent fulfilment dependent on the Buyer's payment of the purchase price due. The right of the Buyer to withhold a portion of the purchase price relative to the defect shall remain unaffected by this. The time required for subsequent fulfilment must be provided by the Buyer to the Seller and the defective goods must be provided for testing purposes. Neither dismantling of the defective item nor renewed installation are a part of the subsequent fulfilment owed; this shall not apply if the Seller was previously obligated to provide installation. If it is revealed following examination of the Buyer's demand to correct defects that the goods are in fact not defective, then the Buyer must compensate the appropriate costs that occur over the course of the unjustified request to correct defects.

If subsequent fulfilment fails or if the Buyer sets a suitable grace period for the Seller for subsequent fulfilment which is unsuccessful or if this may be omitted according to legal provisions, then the Buyer shall be entitled to withdraw from the purchase agreement or to reduce the purchase price. In case of insignificant damage, the Buyer's right of withdrawal shall nevertheless be excluded. Claims on behalf of the Buyer against the Seller involving damage compensation or cost compensation are permitted within the scope of the provisions concerning liability under item 9.

8. Limitation period 
The general limitation period for claims on behalf of the Buyer resulting from item and legal defects shall be limited to one year following delivery. If the goods involve a structure or an item that has been used for a structure according to its conventional use and caused the defects of this structure (construction materials), then the limitation period shall deviate from the previous provision and be limited to five years from delivery. These periods of limitation shall also apply to contractual and non-contractual damage compensation claims on behalf of the Buyer involving defects of goods. The limitation period of the product liability act shall also remain unaffected by this, as shall special legal provisions for material relinquishment claims of third parties, the claims of the Buyer in case of deceit on behalf of the Seller, and claims within the context of supplier recourse in case of final deliveries to a consumer (Section 479 BGB).

9. Liability 
The Seller shall be liable in case of violation of contractual and non-contractual obligations in accordance with legal provision, provided not otherwise specified in the following.

The Seller shall be liable without limit, regardless of the legal reason, in case of intent or gross negligence. In case of negligence, the Seller shall be liable for damages due to injury of life, limb, and health, and for damages from the violation of an important contractual obligation (an obligation that enables fulfilment of regular execution of the contract and which may normally be trusted to be maintained as such by the contractual partner). In the latter case, the liability of the Seller shall be limited to replacement of foreseeable, typically occurring damages.

Claims on behalf of the Buyer according to the product liability act shall remain unaffected by this provision. Provided the Seller has deceitfully concealed a defect or has accepted a guarantee of properties, he shall be liable for this without limits.

10. Minimum order value 
The minimum order value shall be 150 €.

11. Applicable law 
For these terms and conditions and for the business relationship between the Seller and the Buyer, the authoritative laws of the Federal Republic of Germany for legal relationships between domestic parties shall apply exclusively.

12. Place of fulfilment, place of jurisdiction 
The place of fulfilment for all obligations resulting from the contractual relationship shall be the Seller's headquarters in Laatzen, Germany. The exclusive (and international) place of jurisdiction for all disputes resulting directly or indirectly from the contractual relationship shall be Hanover, Germany. The same place of jurisdiction shall apply if the Buyer does not possess a general place of jurisdiction within Germany, relocates his residence or conventional domicile outside of Germany, or if his residence or conventional domicile is unknown at the time the lawsuit is made.

If the provisions of these general terms and conditions and/or this contract are invalid or become invalid, then this shall not affect the effectiveness of the remaining provisions.

July 2015 Version

General Conditions of Purchase

Kniggendorf + Kögler Security GmbH

Kniggendorf + Kögler GmbH


§ 1 General / Scope of application

(1) These General Terms and Conditions of Purchase (GTCB) shall apply to business relations between Kniggendorf + Kögler Security GmbH and Kniggendorf + Kögler GmbH (hereinafter referred to as "Purchaser") with business partners and suppliers (hereinafter referred to as "Purchaser"). The AEB only applies if the seller is an entrepreneur (§ 14 BGB), a legal person of public law or a public special fund.

(2) In particular, the AEB shall apply to contracts for the sale and / or delivery of movable goods (hereinafter also referred to as "goods") to the buyer; Regardless of whether the seller buys the goods himself or purchases them from suppliers (§§ 433, 651 BGB). In their respective version, the AEB also apply to future contracts for the sale and / or delivery of movable goods by the same vendor without a further reference by the purchaser.

(3) The Purchaser is entitled to amend or supplement this AEB with an appropriate announcement period. In the case of changes, the buyer shall provide the seller with the changed conditions in writing or in text form. If the seller does not object within two weeks after receipt of the amended or supplemented AEB, the amended or supplemented AEB shall be deemed agreed, insofar as the seller has been advised of this effect of a non-observance.

(4) These General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Seller shall become an integral part of the contract only insofar as the Purchaser has expressly consented to their validity in writing. This requirement for consent shall apply in all cases; Even if the Buyer accepts his deliveries unconditionally in the knowledge of the Seller's general terms and conditions.

(5) Individual agreements between seller and buyer shall in any case take precedence over these terms.

(6) Judicial declarations (in particular, deadlines, reminders, notifications of complaints, withdrawal declarations) of the seller require the text form after conclusion of the contract.

(7) Unless otherwise specified in these General Terms and Conditions, the statutory provisions shall apply. References to the legal requirements are only of clarification.

§ 2 Conclusion of contract

(1) In the case of offers, the buyer is obliged to bind two weeks after the date of the offer, unless the offer expressly contains a different binding period. Relevant for the timely acceptance is the receipt of the declaration of acceptance by the buyer. The acceptance of the offer can also be concluded conclusively (in particular, by unreserved delivery of the goods). If the declaration of acceptance is delayed by the buyer, the buyer shall be deemed a new offer by the seller.

(2) The Seller shall notify the Purchaser of any obvious errors (in particular writing or calculation errors) and incompleteness in the order for the purpose of correction or completion before acceptance of the offer. Otherwise, a contract does not come into existence (§ 154 (1) BGB).

§ 3 Delivery time / default order

(1) The delivery time specified by the buyer in the order letter is binding. If the delivery time is not stated in the order and has not otherwise been agreed between the parties, it shall be four weeks from the conclusion of the contract. If the day on which the delivery to the buyer has to be determined on the basis of the contract, the seller shall be in default with the expiry of this date, without a reminder of the buyer being required.

(2) The seller is obliged to notify the buyer immediately in text form if circumstances occur or become apparent to the seller that the agreed delivery time or the agreed delivery date can not be met. This also applies if the delay is not due to a fault on the part of the seller.

(3) If the seller is in default, the rights of the buyer are determined according to the legal regulations, including the right to rescission and the claim for damages instead of the performance after fruitless expiration of a reasonable period of grace.

(4) If the seller is in default, the buyer can in any case demand a contractual penalty of 1% of the net price per completed calendar week, but not more than 5% of the net price of the delayed delivery. The right to assert a claim for further delays shall not be affected by this, but the contractual penalty shall be attributed to the default damages to be repaired by the seller. If the buyer accepts the delayed performance, she has to enforce the contractual penalty until the final payment.

(5) The seller is entitled to partial deliveries only if the purchaser has previously consented in writing.

§ 4 Delivery and Service

(1) The vendor is only entitled to have the service owed by him by a third party, if the buyer has previously given her consent in writing.

(2) Even if the dispatch of the goods has been agreed upon, the risk shall pass to the purchaser only if the goods have been handed over to the agreed destination. This does not apply if the buyer is in default of acceptance. If the destination is not stated separately or agreed, the delivery shall be made at the place of business of the buyer, Hamburger Straße 4, 30880 Laatzen.

(3) A delivery note must be attached to the delivery, which must include the following details: date of shipment, content of delivery (item number), quantity of delivery (number and weight), our order number. If a delivery note is not enclosed or incomplete, the buyer is not responsible for the resulting delays in the purchase price payment.

§ 5 Price / Payment

(1) The price stated in the order of the buyer is binding. Unless otherwise agreed, the price includes delivery or transport to the destination, including packaging, as well as statutory value-added tax. The seller is obligated to take back packing material free of charge.

(2) Insofar as supplementary services of the seller, such as assembly, installation, insurance, etc. are agreed, the costs for this are included in the price.

(3) If no other payment term has been agreed between the parties, the buyer is obliged to pay the purchase price within 30 calendar days of full delivery and performance, as well as access to a proper invoice. The receipt of the transfer order of the buyer by the bank is decisive for the timely payment of the purchase price.

(4) In case of default of payment, the buyer owes the seller default interest in the amount of 5 percentage points above the base interest rate. In any case, a written reminder by the Seller is required for the occurrence of the delay in payment. Maturity interest is not due by the buyer.

(5) The buyer is entitled to the statutory right of set-off and retention as well as the objection of the non-fulfilled contract. The Purchaser shall in particular have the right to withhold payments due for as long as he is still entitled to claims arising from incomplete or defective services of the Seller.

(6) The seller shall be entitled to set-off and retention rights only on the basis of counterclaims which are legally established or undisputed by the buyer.

§ 6 Property Rights / Secrecy

(1) The purchaser reserves the right to property and copyrights in drawings, illustrations, plans, calculations, production descriptions, article descriptions and other documents.

(2) Such documents shall be used by the seller only for the contractually agreed services and returned to the buyer after the fulfillment of his contractual obligations or destroyed. These documents must be kept secret to third parties; This also applies after termination of the contract. This shall not apply if and insofar as the knowledge contained in the documents has become generally known without the seller having violated his / her obligations to keep the goods.

§ 7 Extended Workbench

(1) If the Purchaser assigns goods to the Seller, the Buyer reserves the right to property.

(2) As far as the seller collects the goods assigned by the buyer, the risk passes over to the seller. If the delivered goods are delivered to the seller, the risk passes to them as soon as the goods have been handed over by the buyer to the freight forwarder / supplier.

(3) The aforesaid obligation of secrecy shall apply mutatis mutandis to such goods, as well as to the tools, templates, samples and other objects provided to the Seller by the Purchaser.

(4) If the seller discrepancies in quantity or deviation of the goods, he shall immediately notify the purchaser thereof.

(5) Any processing or transformation of goods which the Purchaser has made to the Seller shall be made for the Buyer. If such goods are processed by the seller with items not belonging to the buyer pursuant to § 950 BGB, are combined according to § 947 or merged according to § 948 BGB, seller and buyer acquire in the new item in the ratio of the value of the goods to the value of the others Processed, combined or mixed objects at the time of processing, connection or miscommunication, co-ownership. If this processing, connection or mixing is such that the items not attributed by the Purchaser are to be regarded as the main item, the Seller undertakes to transfer co-ownership to the Purchaser proportionately and to keep the goods insofar as the Purchaser is.

(6) Insofar as the security rights to which the buyer is entitled under the preceding paragraph exceed the value of the goods to which the buyer is entitled by more than 20%, the purchaser undertakes to release the corresponding security rights at the seller's request; The choice of which security rights are released is the responsibility of the buyer.

(7) The transfer of the processed goods to the buyer has to be carried out unconditionally and without consideration for the payment of the purchase price. If, in the individual case, a seller's offer for transfer is accepted by the purchase price payment, the corresponding retention of ownership of the seller expires at the latest with purchase price payment. Even before payment of the purchase price, the buyer is entitled to sell the goods in the normal course of business with advance payment of the claims arising therefrom. An extended, forward-
Or extended processing of extended retention of title is therefore excluded in any case.

§ 8 Inadequate performance

(1) The statutory provisions shall apply to the seller's rights in the case of material and legal deficiencies of the goods (including incorrect and short delivery as well as improper assembly, faulty assembly, operating or operating instructions) and in the case of other breaches of duty by the seller Is not regulated.

(2) In particular, the seller is liable for the fact that the goods correspond to the buyer at the time of transfer of risk to the agreed upon condition. As an agreement on the nature of the goods, in particular, product and article descriptions which have become the object of the purchase contract by means of designation or reference in our order or have been included in this contract, irrespective of whether the description is from the buyer, the seller Or from the manufacturer of the delivered goods.

(3) The commercial duties of inspection and notification shall be subject to the legal requirements (§§ 377, 381 HGB), however, with the following proviso: The buyer's obligation to inspect is limited to deficiencies which occur during the incoming goods inspection under external inspection, (Eg transport damages, incorrect and short deliveries). The purchaser's obligation to notify defects for later discovered defects remains unaffected. In all cases, the complaint shall be deemed to be immediate and timely if it takes place within 10 working days.

(4) Upon receipt of the seller's written defect notification, the limitation of warranty claims shall be suspended until the seller rejects the claims or declares the defect for elimination, or otherwise refuses to continue negotiations. The warranty period for the replaced and reworked parts begins again when deliveries are made and the defect is remedied; This does not apply if the seller has clearly indicated that he has made the replacement delivery or rectification of defects only for reasons of good faith or similar reasons.

§ 9 Supplier regress

(1) The statutory rights of recourse within a supply chain (in accordance with §§ 478,479 BGB) are fully entitled to the buyer besides the deficiency claims. The purchaser is thus in particular entitled to demand the precise nature of the supplementary performance from the seller, which owes it to the customer in individual cases. The legal option of the buyer (§ 439 paragraph 1 BGB) is not restricted by this regulation.

(2) The buyer's claims arising out of suppliers' remedies shall also apply if the goods have been further processed before being sold to a consumer (in particular by installation in another product), whether by the buyer himself or by one of his customers.

(3) Before the Buyer acknowledges or complies with a claim for damages alleged against it, the Seller shall, subject to a brief statement of the facts. If the Seller's opinion is not delivered, within a reasonable period, or if an amicable solution is not reached, the Purchaser's claim against the Purchaser shall be deemed to be owed. The seller is open to prove that the claim for damages did not exist or not.

 

§ 10 Product liability

(1) The vendor undertakes to maintain a business liability insurance including expanded product liability and recall cost cover with a cover sum of at least Euro 10 million per claim. If the seller is responsible for product damage, he has to release the buyer from claims of third parties. Within the scope of this exemption obligation, the seller is in particular obliged to reimburse expenses pursuant to Sections 683, 670 BGB which arise from or in connection with the use of third parties, including recalls. To the extent that this is possible and reasonable, the Purchaser shall inform the Seller of the content and scope of such recall actions in due time and shall give him the opportunity to comment.

§ 11 Intellectual Property Rights

(1) The seller is obliged to release the purchaser from all claims which third parties can claim against infringement of industrial property rights in countries of the European Union or in other countries in which the seller can produce or produce the products himself , And to reimburse to the Purchaser all expenses necessary for this purpose. This claim does not exist if and insofar as the supplier proves that he is neither responsible for the infringement of the infringement nor had he been aware of any commercial diligence at the time of delivery.

(2) Any further claims for defects in the rights of the delivered goods remain unaffected.

§ 12 Statute of limitation

(1) The claims of the contracting parties shall be statute-barred according to statutory provisions, to the extent that no further provision is made.

(2) By way of derogation from § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects shall be three years from the transfer of risk. The same applies to claims arising from legal deficiencies, whereby the statutory period of limitation for the remedies of third parties pursuant to § 438 para. 1 no. 1 BGB shall remain unaffected.

§ 13 Jurisdiction / Final provisions

(1) The law of the Federal Republic of Germany, which governs the legal relations between domestic parties, is governed by the laws of the Federal Republic of Germany which are relevant to the legal relations between domestic parties and the business relations between the buyer and the seller.

 

(2) Exclusive (also international) jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Hanover, insofar as the seller is a merchant within the meaning of the Handelsgesetzbuch, a legal person of public law or a public law special fund.

The same court of jurisdiction shall be where the seller has no general jurisdiction within the country, after the conclusion of the contract, his place of domicile or habitual residence is removed from the country of domicile, or his place of residence or habitual residence is not known at the time the complaint is brought.