General Terms and Conditions of Purchase of Kissel + Wolf GmbH
1. Scope, Form
1.1 These General Conditions of Purchase (“AEB”) apply to all business relations between Kissel + Wolf GmbH in Wiesloch (“Kissel + Wolf”) and its business partners and suppliers (“Supplier”). The AEB shall only apply if the Customer is an entrepreneur (§ 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
1.2 The AEB apply in particular to contracts on sale and/or delivery of movable goods ("Goods"), irrespective of whether the Supplier manufactures the Goods itself or purchases them from third parties (§§ 433, 650 BGB). Unless otherwise agreed, the AEB in the version valid at the time of the order of Kissel + Wolf or, in any event, in the version last communicated to the Supplier in text form or available on our homepage at www.kissel-wolf.com/en/legal-notes/general-terms-and-conditions-of-purchase applies as a framework agreement also for similar future contracts, without reference of Kissel + Wolf in each individual case.
1.3 These AEB apply exclusively. Terms and conditions of the Supplier or third parties shall only apply if Kissel + Wolf expressly agrees to their validity in writing. This shall apply in any case, for example even if Kissel + Wolf accept the Supplier's deliveries without reservation in the knowledge of the Supplier's terms and conditions.
1.4 Legally binding notifications and declarations of one party to the other party and/or a third party have to be in writing, whereby e-mail and fax is sufficient. With the exception of managing directors or authorized signatories, the employees of Kissel + Wolf are not entitled to make deviating oral agreements.
1.5 Individual contracts made with the Supplier in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these AEB. A written contract or the written confirmation of Kissel + Wolf shall be decisive for the content of such contracts, unless proven otherwise.
2. Conclusion of Contract
2.1 Orders from Kissel + Wolf are binding at the earliest upon written submission or confirmation. The Supplier must notify Kissel + Wolf of any obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract is deemed not to be concluded.
2.2 Orders from Kissel + Wolf become binding if the Supplier does not object to the order in writing within five (5) working days.
2.3 The Supplier is obliged to confirm orders from Kissel + Wolf in writing within a period of one (1) week or, in particular, to execute them without reservation by dispatching the Goods (Annahme). After that, Kissel + Wolf is entitled to cancel the order.
2.4 A delayed acceptance is considered a new offer of the Supplier and requires acceptance by Kissel + Wolf.
2.5 Cost estimates of the Supplier are binding and are not to be remunerated, unless expressly agreed otherwise.
3. Delivery Time, Delay in Delivery, Delivery Note and Proof of Origin
3.1 The delivery time stated by Kissel + Wolf in the order is binding. If the delivery time is not stated in the order and has not been agreed otherwise, it shall be two (2) weeks from the conclusion of the contract.
3.2 The Supplier is obliged to inform Kissel + Wolf immediately in writing if the Supplier is likely to be unable to meet the delivery times - for whatever reason. The Supplier must indicate suitable remedial measures and - after consultation with Kissel + Wolf - implement them immediately.
3.3 If the Supplier does not perform its services or does not perform them within the agreed delivery period or is in delay, the rights of Kissel + Wolf - in particular to withdraw from the contract and to claim damages - shall be governed by the statutory provisions. The provisions in clause 3.4 remain unaffected.
3.4 If the Supplier is in delay, Kissel + Wolf may - in addition to further statutory claims - demand lump-sum compensation for the damage caused by delay in the amount of 0.5 % of the net price per completed calendar week, but not more than 5 % of the net price of the Goods delivered late. Kissel + Wolf reserves the right to prove a higher damage. The Supplier reserves the right to prove that there was no damage at all or substantially less incurred.
3.5 Each delivery must be provided with a delivery note stating all relevant information to the delivery. Empties not marked on the delivery notes become the property of Kissel + Wolf without charge or will be disposed at the Supplier's expense.
3.6 The Supplier is obliged to submit a written declaration on the origin of the Goods delivered using a form provided by Kissel + Wolf (“Declaration”). This Declaration must be submitted to Kissel + Wolf with the first delivery at the latest. If necessary, the Supplier has to provide evidence of its information on the origin of the Goods in form of an information sheet confirmed by the customs office.
3.7 Kissel + Wolf must be informed immediately and unsolicited of the origin of newly included delivery items or a change of origin. The Supplier is liable for all expenses and damages incurred by Kissel + Wolf as a result of incorrect or delayed submission of the Declaration in accordance with this clause 3.
3.8 For identification and allocation to the delivery lots, there must be a product marking or packaging marking for clear traceability of the product. As far as possible, product marking is carried out in consultation with the purchase department of Kissel + Wolf. The packaging units must be sufficiently marked by the Supplier in any case.
4. Performance, Delivery, Transfer of Risk, Default of Acceptance
4.1 Without the prior written consent of Kissel + Wolf, the Supplier is not entitled to perform through third parties (e.g. subcontractors). The Supplier bears the procurement risk for his services, unless otherwise agreed in individual cases (e.g. limitation to stock).
4.2 Delivery within Germany has to be delivered to In den Ziegelwiesen 6, 69168 Wiesloch, Germany (DAP, Incoterms 2020). If the place of destination is not specified and nothing else has been agreed, delivery must be made to the business seat of Kissel + Wolf in Wiesloch, Germany. The respective place of destination is also the place of performance (Erfüllungsort) for the delivery and any subsequent performance (Bringschuld).
4.3 The delivery must be provided with a delivery note stating the date (issue and dispatch), the contents of the delivery (article number and quantity) and the order identification (date and number). If the delivery note is missing or incomplete, Kissel + Wolf is not responsible for any delays in processing and payment resulting from this. Separate from the delivery note, the Supplier must send a corresponding dispatch note with the same content to Kissel + Wolf.
4.4 The risk of accidental loss and accidental deterioration of the Goods shall pass to Kissel + Wolf upon delivery at the place of performance. If acceptance (Abnahme) has been agreed, this shall be decisive for the passing of risk. The statutory provisions on work and services contract law (Werkvertragsrecht) shall also apply accordingly in the event of acceptance. If Kissel + Wolf is in default of acceptance, this shall be deemed equivalent to a handover or acceptance.
4.5 The statutory provisions apply to the occurrence of default of acceptance by Kissel + Wolf. However, the Supplier must expressly offer Kissel + Wolf its performance even if a specific or determinable calendar period has been agreed for an action or cooperation by Kissel + Wolf (e.g. provision of material). If Kissel + Wolf is in default of acceptance, the Supplier may demand compensation for its additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract relates to an unacceptable item manufactured by the Supplier (Einzelanfertigung), the Supplier shall only be entitled to further rights if Kissel + Wolf is obliged to cooperate and is responsible for the failure to cooperate.
4.6 If the Supplier is responsible for installation or assembly and unless otherwise agreed, the Supplier shall bear all travel, provision of energy and other incidental costs required for installation or assembly.
4.7 The unconditional acceptance of a delayed delivery or service does not constitute a waiver of Kissel + Wolf's claims in respect of the delayed delivery or service.
4.8 Partial deliveries are generally not permitted unless Kissel + Wolf has expressly agreed to them or they are reasonable for Kissel + Wolf in individual case.
4.9 Unless otherwise proven, the values determined by Kissel + Wolf during the incoming goods inspection shall be decisive for quantities, weights and dimensions.
4.10 Kissel + Wolf has the right to use software which is part of the scope of delivery of the Goods, including its documentation, in addition to the right of use to the extent permitted by law (§§ 69a ff. of the German Copyright Act (UrhG)) with the agreed performance characteristics and to the extent necessary for use of the product in accordance with the contract. Kissel + Wolf may also make a backup copy without express agreement.
5. Changes and Price Adjustment
5.1 Kissel + Wolf may, within the bounds of reasonableness for the Supplier, demand changes to the Goods to be implemented without delay. The consequences, in particular with regard to additional and reduced costs and delivery dates, shall be regulated by mutual agreement, taking account of imputability and fault. The Supplier is obliged to propose to Kissel + Wolf any changes which it considers necessary or expedient in order to achieve the contractual aims or with regard to changed statutory or other mandatory regulations.
5.2 The Supplier must immediately assess the consequences of such additions or changes and point them out to Kissel + Wolf, in particular with regard to technical feasibility and any cost increases or reductions or deadline effects. Changes and any adjustments to prices and deadlines must be documented in an agreed form between the parties. The Supplier may not under any circumstances incur any additional costs before Kissel + Wolf has given its written approval of the changes. Otherwise, these costs shall be borne by the Supplier.
5.3 Within the scope of the cooperation, the Supplier will carry out cost optimizations through a continuous cost and value analysis. Should this analysis show that Kissel + Wolf considers an adjustment to be necessary, Kissel + Wolf will inform the Supplier immediately by stating the reasons and the parties will work out an amicable solution for a price reduction. The Supplier is obliged to cooperate.
6. Prices and Terms of Payment
6.1 The price stated in the order is binding. All prices include statutory value added tax, unless separately indicated.
6.2 Unless otherwise agreed in individual cases, the price includes all services and additional services of the Supplier (e.g. assembly, instruction, installation) as well as all additional costs (e.g. proper packaging, transport costs including any transport and liability insurance).
6.3 Unless otherwise agreed, the price is due for payment within thirty (30) calendar days with a 2 % discount or within sixty (60) calendar days without deduction from the date of complete delivery and performance of the Supplier (including any agreed acceptance) and the receipt of a proper invoice by Kissel + Wolf. Payment is subject to invoice verification. Kissel + Wolf is not responsible for delays caused by the banks involved in the payment process. 6.4 Kissel + Wolf do not owe any interest on maturity. Kissel + Wolf's default in payment is subject to the statutory provisions.
7.1 The Supplier must issue an invoice for each delivery and for each delivery note and send it to Kissel + Wolf within five (5) working days after the delivery.
7.2 The invoice must be issued in due form and with all necessary details in accordance with the currently valid version of the German Value Added Tax Act or the Value Added Tax Guidelines, so that the possibility of input tax deduction is ensured.
7.3 The invoice must contain the supplier number, the number and date of the order (or the conclusion of the supply contract), the delivery call and the delivery note the quantities of the invoiced Goods, the article number of Kissel + Wolf, the index level and the additional data required by Kissel + Wolf. In all other respects, the invoices shall comply with the legal requirements.
8.1 All plans, drawings, calculations, instructions for execution, product descriptions, other business or technical information and data as well as knowledge or experience ("Information") made available by Kissel + Wolf in writing, electronically or or orally must be kept strictly confidential from third parties, even after the end of the contract, as long as and to the extent that they are not demonstrably publicly known, and may only be made available in the Supplier's own business to those persons who must necessarily be involved in their use for the purpose of fulfilling the contract and who are also obliged to maintain confidentiality. Without the prior written consent of Kissel + Wolf, Information in accordance with the above sentence may only be reproduced or otherwise used for the purpose of fulfilling the contract and not for any other purpose.
8.2 At the request of Kissel + Wolf, all information pursuant to clause 8.1 (including any copies or records made, if applicable) and all items provided temporarily or on loan must be returned to Kissel + Wolf immediately and completely or destroyed. Insofar as Information pursuant to clause 8.1 has been made available to Kissel + Wolf by third parties, this reservation of rights shall also apply in favour of these third parties.
8.3 Work results and products manufactured using documents designed by Kissel + Wolf, such as drawings, models and the like, or according to confidential information provided by Kissel + Wolf, may neither be used by the Supplier himself nor offered or supplied to third parties.
9. Retention of Title
9.1 Kissel + Wolf reserves all rights, in particular intellectual property rights and copyrights, to Information according to clause 8.1. The granting of reproduction, exploitation or other rights of use of this Information requires a separate written agreement.
9.2 Clause 8.1 applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items which Kissel + Wolf provides to the Supplier for manufacture. Such items must - as long as they are not processed - be stored separately at the Supplier's expense and insured to a reasonable extent against destruction and loss.
9.3 Any processing, mixing or combination (Weiterverarbeitung) of provided items by the Supplier will be performed for Kissel + Wolf. The same applies if the delivered Goods are further processed by Kissel + Wolf, so that Kissel + Wolf is deemed to be the manufacturer and acquires title to the product at the latest upon further processing in accordance with the statutory provisions.
9.4 The transfer of ownership of the Goods to Kissel + Wolf must be made unconditionally and without regard to the payment. If, however, Kissel + Wolf accepts in individual cases an offer of transfer of title from the Supplier conditional on payment of the purchase price, the Supplier's reservation of title expires at the latest upon payment for the delivered Goods. Kissel + Wolf remains authorized to resell the Goods in the ordinary course of business even before payment of the purchase price, with advance assignment of the resulting claim (alternatively, the simple reservation of title extended to resale). All other forms of retention of title are therefore excluded, in particular the extended, forwarded and extended retention of title for further processing.
10. Defective Delivery
10.1 The statutory provisions shall apply in the event of material defects and defects of title of the Goods (including wrong and short delivery as well as incorrect assembly, faulty assembly, operating or user instructions) and in the event of other breaches of duty by the Supplier, unless otherwise provided below.
10.2 In accordance with the statutory provisions, the Supplier is liable in particular for ensuring that the Goods have the agreed quality when the risk passes to Kissel + Wolf. Any product descriptions which - in particular by designation or reference in our order - are the subject matter of the respective contract or which have been incorporated into the contract in the same way as these AEB shall be deemed to be an agreement on quality (vereinbarte Beschaffenheit). It makes no difference whether the product description comes from us, the Supplier or the manufacturer.
10.3 Notwithstanding § 442 Para. 1 sentence 2 BGB, Kissel + Wolf shall be entitled to claim for defects without restriction even if the defect remained unknown to Kissel + Wolf at the time the contract was concluded as a result of gross negligence.
10.4 For the commercial duty of inspection and notification of defects, the statutory provisions (§§ 377, 381 of the German Commercial Code (HGB) shall apply with the following limitation: Our duty of inspection is limited to defects which become apparent during our incoming goods inspection under external examination, including the delivery documents (e.g. transport damage, wrong and short delivery) or which are recognizable during our quality control by random sampling. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is possible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our complaint (notice of defect) shall in any case be deemed to be prompt and timely if it is sent within seven (7) working days of discovery or, in the case of obvious defects, of delivery. In this respect, the Supplier waives the objection of delayed notification of defects.
10.5 Subsequent performance shall also include the removal of the defective Goods and their reinstallation, provided that the Goods have been installed in or attached to another item in accordance with their nature and intended use; our statutory claim to reimbursement of corresponding expenses shall remain unaffected. The Supplier bears the expenses necessary for the purpose of inspection and subsequent performance even if it turns out that there was actually no defect. Our liability for damages in the event of unjustified requests for the removal of defects shall remain unaffected; however, in this respect Kissel + Wolf shall only be liable if Kissel + Wolf has recognized or grossly negligently failed to recognize that there was no defect.
10.6 Notwithstanding our statutory rights and the provisions in clause 10.5, the following shall apply: If the Supplier fails to fulfil his obligation to provide subsequent performance - at our discretion either by remedying the defect (repair) or by supplying a defect-free item (replacement) - within a reasonable period of time set by Kissel + Wolf, Kissel + Wolf may remedy the defect itself and demand reimbursement of the necessary expenses or a corresponding advance payment from the Supplier. If subsequent performance by the Supplier has failed or is unreasonable for Kissel + Wolf (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), a deadline has not to be set; Kissel + Wolf shall inform the Supplier of such circumstances without delay, if possible in advance.
10.7 If Kissel + Wolf incurs costs as a result of the defective delivery, in particular transport, travel, labour, material costs or costs for an incoming goods inspection exceeding the usual scope, the Supplier shall bear these costs. Kissel + Wolf is also entitled to demand from the Supplier reimbursement of the expenses which Kissel + Wolf has or had to bear in relation to its customer because the customer has a claim against Kissel + Wolf for reimbursement of the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs.
10.8 Otherwise, in the event of a material defect or defect of title, Kissel + Wolf is entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, Kissel + Wolf has a claim of compensation for damages and expenses in accordance with the statutory provisions.
11. Supplier Regress
11.1 Kissel + Wolf is entitled without restriction to the legally provisions of recourse within a supply chain (Lieferantenregress (supplier regress) according to §§ 445a, 445b, 478 BGB) in addition to claims for defects. In particular, Kissel + Wolf is entitled to demand from the Supplier exactly the type of subsequent performance (repair or replacement) which Kissel + Wolf owes its customer in the individual case. The statutory right of choice (§ 439 Para. 1 BGB) of Kissel + Wolf is not restricted by this.
11.2 Before Kissel + Wolf acknowledges or fulfils a claim for defects asserted by its customer (including reimbursement of expenses in accordance with §§ 445a Para. 1, 439 Para. 2 and 3 BGB), Kissel + Wolf shall notify the Supplier and request a written statement with a brief description of the facts. If a substantiated statement is not made within a reasonable period of time and there is no amicable, the claim for defects actually granted by Kissel + Wolf shall be deemed to be owed to its customer. In this case, the Supplier is responsible for providing proof to the contrary.
11.3 Kissel + Wolf's claims arising from the supplier regress also apply if the defective Goods have been further processed by Kissel + Wolf or another entrepreneur, e.g. by installation in another product.
12. Producer Liability
12.1 If the Supplier is responsible for damage to a product, he must indemnify Kissel + Wolf against claims by third parties to the extent that the cause lies within its sphere of control and organisation and within his liability in the external relationship.
12.2 Within the scope of his obligation to indemnify, the Supplier must reimburse expenses pursuant to §§ 683, 670 BGB which arise from or in connection with any recourse to third parties, including recall actions carried out by Kissel + Wolf. Kissel + Wolf will inform the Supplier of the content and scope of recall measures - as far as possible and reasonable - and give him the opportunity to comment. Further legal claims of Kissel + Wolf remain unaffected.
12.3 The Supplier must maintain and hold a product liability insurance with a lump sum coverage of at least EUR one (1) million per personal injury/property damage.
13. Limitation Period
13.1 The mutual claims of the parties shall become statute-barred in accordance with the statutory provisions, unless otherwise stated below.
13.2 Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims for defects is three (3) years from the passing of risk. If acceptance has been agreed, the limitation period shall begin with the acceptance. The three-year period of limitation shall apply accordingly to claims arising from defects of title, whereby the statutory period of limitation for third-party claims for surrender in rem (§ 438 Para. 1 No. 1 BGB) shall remain unaffected; moreover, claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right - in particular in the absence of a limitation period - against Kissel + Wolf.
13.3 The statutory periods of limitation including the above extension shall apply - to the extent permitted by law - to all contractual claims for defects. Insofar as Kissel + Wolf is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods leads to a longer limitation period in individual cases.
13.4 For parts of the delivery which have been repaired or overhauled within the limitation period of our claims for defects, the limitation period shall commence anew at the time when the Supplier has fully satisfied Kissel + Wolf's claims for subsequent performance.
14. Quality Management and Documentation
14.1 The Supplier has to comply with the latest developments of science and engineering, the legal regulations, the safety regulations and the agreed specifications for the Goods and its deliveries and services. The Supplier is obliged to inform Kissel + Wolf without delay of any emerging changes in the developments of science and engineering, the statutory regulations and the safety regulations and to submit proposals for the adaptation of its deliveries and services.
14.2 The Supplier must have a process in place to ensure that all processes, products and services provided by the Supplier comply with the applicable legal and regulatory requirements of the country of export, the country of import and the country of destination if notified to the Supplier.
14.3 Irrespective of this, changes to the delivery item and/or the manufacturing process require the prior written consent of Kissel + Wolf. The provisions in clause 15 (relocation of the production) apply accordingly.
14.4 With regard to the production process and product release (presentation of the initial samples), VDA Volume 2 "Assurance of the quality of deliveries - supplier selection/quality assurance agreement / production process and product release / quality performance in series / declaration of ingredients" (VDA-Band 2 „Sicherung der Qualität von Lieferungen – Lieferantenauswahl/ Qualitätssicherungsvereinbarung/Produktionsprozess- und Produktfreigabe/Qualitätsleistung in der Serie/Deklaration von Inhaltsstoffen“), in the currently valid version, shall apply. Furthermore, the Supplier is obliged to bear all costs in connection with the sampling, unless otherwise agreed.
14.5 The Supplier must set up and prove a quality management system (in accordance with DIN EN ISO 9001, or if applicable in accordance with IATF 16949 and/or equivalent). All features for the fulfilment of the respective applicable legal regulations, all critical features and - if specified in the technical documents - all functional features, shall be complied with process reliably by the Supplier. The fulfillment of legal requirements and critical characteristics is also subject to documentation in accordance with VDA Volume 1 (VDA-Band 1). The Supplier must ensure compliance with the required specifications and quality on an ongoing basis suitable measures (e.g. product testing, process safeguards, requalification, etc.). He must constantly check the quality of the delivery items. For this purpose, the product and process characteristics to be monitored, the safety measures, the test equipment and methods and the associated quality certificates are determined by the Supplier on its own responsibility, on request in coordination with Kissel + Wolf's quality assurance department. The Supplier must comply with the specifications of Kissel + Wolf or the business partners of Kissel + Wolf for whom or on whose behalf Kissel + Wolf has commissioned the Supplier ("Kissel + Wolf’s Business Partners"), regarding characteristics, safety measures and testing equipment and methods. The parties shall inform each other about the possibility of quality improvement.
14.6 If the type and scope of the tests and the test equipment and methods have not been firmly agreed between the parties, Kissel + Wolf is prepared, at the Supplier's request, to discuss the tests with the Supplier within the scope of its knowledge, experience and possibilities in order to determine the required state of the testing technology.
14.7 The Supplier must record in its quality records or proofs for all products when, in what way and by whom the faultless manufacture of the deliveries was ensured. These proofs must be kept for twenty (20) years and presented to Kissel + Wolf as required; this applies in particular to features which must be documented and to all features for the fulfilment of the respective applicable statutory provisions. At Kissel + Wolf's request, the Supplier must also enclose the quality certificates with its deliveries. Reference is made to VDA Volume 1 "Verification - Guidelines for the Documentation and Archiving of Quality Requirements and Quality Records" (VDA-Band 1 „Nachweisführung - Leitfaden zur Dokumentation und Archivierung von Qualitätsforderungen und Qualitätsaufzeichnungen“) in the currently valid version as a guideline.
14.8 Both Kissel + Wolf and Kissel + Wolf’s Business Partners are entitled to investigate, check and evaluate the capabilities and/or quality of the Supplier's services in form of an audit at the Supplier's factory. The audit can be conducted as a system, process or product audit in coordination with the Supplier. The Supplier shall bear the costs for the initiation and implementation of measures to eliminate any objections found. The Supplier undertakes to draw up a comprehensive plan of action to remedy the complaints in consultation with Kissel + Wolf or Kissel + Wolf’s Business Partners immediately after identification. This will be followed by a detailed report on the progress of the improvement processes and measures introduced. The Supplier must ensure that Kissel + Wolf as well as the business partner of Kissel + Wolf are able to carry out an appropriate audit of any subcontractors of the Supplier. The Supplier must also ensure that Kissel + Wolf and Kissel + Wolf’s Business Partners are able to participate in the preparation and execution of improvement action plans for subcontractors.
14.9 The Supplier is liable to Kissel + Wolf for all damage caused by him and resulting from non-compliance with the above regulations and other agreements on quality management.
14.10 If the Supplier involves subcontractors, the Supplier must oblige the subcontractor to implement its own quality management system in accordance with this clause 14 and ensure that Kissel + Wolf can also carry out an audit at the subcontractor's premises in accordance with clause 14.8.
15. Relocation of the Production
15.1 Without the prior written consent of Kissel + Wolf, the Supplier may not carry out deliveries from a new production facility. The Supplier must notify Kissel + Wolf in writing in good time, but at least six (6) months in advance, of any complete or partial relocation of its production.
15.2 In the event of non-compliance, Kissel + Wolf has the right to terminate the contract for good cause or to withdraw from the contract and/or to claim damages.
15.3 The prior written consent of Kissel + Wolf to the relocation does not release the Supplier from its obligation to obtain a new initial sample release immediately after the relocation, but before the start of the performance of services and/or other execution of the contract.
16. Compliance, Environment
16.1 The Supplier undertakes to fulfil the contract in compliance with all legal requirements. In doing so, he will always comply with all applicable laws, ordinances, regulations and state and official requirements, in particular the regulations regarding money laundering, corruption, import and export controls, criminal law, tax and customs regulations as well as labor and social law obligations, including the Minimum Wage Act (Mindestlohngesetz).
16.2 The Supplier affirms that he has not committed or will not commit any illegal and/or unlawful acts in connection with the contractual relationship, nor has or will he support such actions, either directly or indirectly. He is obliged to inform Kissel + Wolf immediately in writing if he finds out about a possible violation of sentence 1.
16.3 The Supplier is obliged to inform his employees, its subcontractors as well as third parties with whom he cooperates within the scope of the contract about the provisions mentioned in this clause 16 and to oblige them accordingly in each case before commencing the activity.
16.4 The Supplier must comply with the relevant guidelines of the relevant authorities and other regulations and the specifications of Kissel + Wolf in his deliveries and services with regard to environmental protection, safety and health protection. In particular, machines and technical work equipment must be delivered in compliance with the Machinery Directive (Maschinenrichtlinie) and the operational regulations of Kissel + Wolf as well as with an operating manual.
16.5 If the Supplier culpably breaches any provision of this clause 16, Kissel + Wolf is entitled, without prejudice to any further claims for omission and damages, to withdraw from the contract or to terminate the contract, in each case with immediate effect or with a period of notice determined by Kissel + Wolf. Kissel + Wolf also has such a right if Kissel + Wolf is informed of facts which give rise to a well-founded suspicion of a not only insignificant breach of the regulations mentioned in this clause 16 and the Supplier is not in a position to refute this suspicion on the basis of verifiable facts within a reasonable period of time set by Kissel + Wolf.
17.1 Without the prior written consent of Kissel + Wolf, the Supplier is not entitled to transfer the provision of services and/or other execution of the contract in whole or in part to third parties (subcontractors and sub-suppliers, hereinafter "Subcontractor").
17.2 If Kissel + Wolf has given its consent, the Supplier must impose on the Subcontractor all obligations which he has towards Kissel + Wolf in the course of the performance of the service and/or other execution of the contract and must ensure that these obligations are complied with. The Supplier will retain overall responsibility for the services transferred to the Subcontractor by the Supplier towards Kissel + Wolf.
17.3 If, without the prior written consent of Kissel + Wolf, the Supplier commissions a Subcontractor or third party to perform and/or otherwise execute the contract, Kissel + Wolf is entitled to terminate or withdraw from the contract for good cause and/or to claim damages.
18. Assignment, Set-Off, Right of Retention
18.1 The assignment or other transfer of claims and rights of the Supplier against Kissel + Wolf is excluded. Kissel + Wolf reserves the right to agree to an assignment or other transfer of rights and obligations of the Supplier in individual cases by express written declaration.
18.2 Kissel + Wolf is entitled to rights of set-off and retention and the defence of non-performance of the contract to the extent permitted by law. In particular, Kissel + Wolf is entitled to withhold due payments as long as Kissel + Wolf is still entitled to claims against the Supplier for incomplete or defective performance.
18.3 The Supplier shall only have a right of set-off or retention if the counterclaims have been legally established or are undisputed.
19. Information and Change of Control
The Supplier must inform Kissel and Wolf immediately in writing as soon as (i) a sale of all or a substantial share in the Supplier, a change of ownership at the Supplier, any other substantial change in the shareholding structures at the Supplier or a sale of all or a substantial part of the assets of the Supplier, or (ii) a transformation, or (iii) a change in the direct or indirect majority of votes, organisation and/or management power (change of control), or (iv) a shutdown, relocation or closure of a business, or (v) an (even temporary) inability of the Supplier to fulfil contractual obligations to Kissel + Wolf in whole or in part, including a significant deterioration in the financial situation of the Supplier, or if such a circumstance threatens to occur at the Supplier.
20. Applicable Law and Place of Jurisdiction
20.1 These AEB and the contractual relationship between Kissel + Wolf and the Supplier shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Sales Convention.
20.2 The exclusive - also international - place of jurisdiction for all disputes arising from and in connection with the contractual relationship is the business seat of Kissel + Wolf in Wiesloch, Germany. However, Kissel + Wolf shall in all cases also be entitled to bring an action at the place of performance (Erfüllungsort) of the delivery obligation in accordance with these AEB or a prior individual agreement or at the Supplier's general place of jurisdiction.
21. Final Provision
Should individual provisions of the contract with the Supplier and/or these AEB be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.