Terms and conditions of purchase
WKT-Letsch Produktions- und Handels GmbH
I. Scope of application and general provisions
These Terms and Conditions of Purchase apply to all orders, deliveries and services provided to us. They also apply to all future transactions, even if no further express reference is made to them.
Any deviating, conflicting or supplementary general terms and conditions of the supplier shall not become part of the contract, even if we do not expressly object to them or accept deliveries without reservation.
The supplier shall be deemed to have accepted these Terms and Conditions of Purchase as binding no later than upon acceptance of the order or performance of the delivery or service.
II. Offers
Offers must correspond to our requests and shall generally be provided free of charge.
The supplier shall be bound by its offer for at least 30 calendar days, unless otherwise agreed.
III. Conclusion of contract, amendments and proofs of origin
Orders, delivery calls and any amendments or additions must be made in writing (e.g., via email).
Verbal side agreements must be confirmed in writing to be valid.
The supplier must confirm orders immediately upon request. Delivery calls shall be deemed binding unless the supplier objects to them within two business days.
The supplier undertakes to properly prepare proofs of origin, supplier’s declarations and preferential certificates and to facilitate inspections by customs authorities.
If a document proves to be incorrect, the supplier shall compensate for any resulting damages.
IV. Delivery, deadlines and force majeure
Agreed-upon delivery dates and deadlines are binding. The date of receipt of the goods at the specified destination shall be decisive.
If the supplier realizes that deadlines cannot be met, it must immediately notify us in writing, stating the reasons and the expected duration and take all reasonable measures to minimize damage.
The supplier shall automatically be in default in the event of culpable failure to meet a delivery date. We shall be entitled to our statutory rights without restriction.
Partial deliveries are permitted only with our prior consent.
Changes to the goods to be delivered, materials, manufacturing processes, tools or specifications require our prior written consent.
Force majeure (e.g., natural disasters, pandemics, war, government measures, energy crises, cyberattacks) releases the affected parties from their performance obligations for the duration of the disruption.
In the event of prolonged force majeure, we are entitled to withdraw from the contract in whole or in part.
V. Shipping, packaging and documentation
Unless otherwise agreed, delivery shall be made on a DAP (Incoterms® 2020) basis at the supplier’s expense and risk.
Unless otherwise agreed, deliveries may only be made Monday through Friday between 7:00 a.m. and 1:00 p.m. (excluding legal holidays).
A delivery note must be included with every delivery. Invoices must be submitted separately in writing.
The quantities and weights recorded by us upon receipt of the goods shall be decisive for billing purposes.
VI. Prices
The agreed-upon prices are fixed prices and include all costs (packaging, transportation, incidental costs), unless expressly agreed otherwise.
Statutory sales tax must be shown separately.
The supplier agrees not to grant us any less favorable prices or terms than those offered to comparable customers.
VII. Transfer of risk
Risk shall not pass to us until the goods are accepted at the destination. Returns made under warranty for defects shall be at the supplier’s risk.
VIII. Terms of payment
Unless otherwise agreed, payments shall be made
within 14 days with a 3% discount or
within 30 days net,
in each case from receipt of the proper invoice and the goods.
Payments are made subject to all rights, in particular those arising from defects.
We are entitled to withhold payments or set them off against other claims to the extent that counterclaims exist.
IX. Claims for defects and quality
The statutory rights regarding defects apply without restriction.
Incoming goods are inspected on a random basis. Hidden defects may be reported even after further processing.
The statute of limitations for claims for defects is 36 months from the transfer of risk.
In cases of imminent danger or to prevent damage, we are entitled to remedy defects ourselves at the supplier’s expense.
X. Product liability
The supplier is liable in accordance with statutory provisions.
The supplier shall indemnify us against all claims by third parties arising from product defects or violations of statutory provisions, to the extent that these fall within the supplier’s sphere of responsibility.
XI. Intellectual property rights
The supplier warrants that the delivery does not infringe any third-party intellectual property rights.
The supplier shall indemnify us against all claims by third parties, including all necessary legal defense costs.
XII. Data protection and IT security
The Supplier agrees to comply with the GDPR and all applicable data protection laws.
Personal data may only be processed for the purpose of fulfilling the contract.
Data breaches must be reported to us immediately, no later than within 48 hours.
XIII. Sustainability and compliance
The supplier agrees to comply with all applicable labor, social, environmental and human rights regulations.
Child labor, forced labor, discrimination and corruption are prohibited.
These obligations must be passed on to subcontractors.
XIV. Material and environmental compliance
The supplier warrants that the products delivered comply with all relevant legal regulations, in particular REACH, RoHS and other substance and environmental regulations.
XV. Confidentiality
All information disclosed in connection with the business relationship must be treated as confidential, even after the business relationship has ended.
XVI. Jurisdiction, place of performance and governing law
The place of jurisdiction is Hanau.
The place of performance is the destination specified in the order.
German law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
XVII. Final provisions
Should any individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.
In place of the invalid provision, a provision shall be deemed agreed upon that most closely approximates the economic purpose.