Version 09/2026
General Terms and Conditions of Purchase (hereinafter “GPC”) for goods and services supplied to a German company of the KLS Martin Group, in particular to KLS Martin SE & Co. KG, KLS Martin Procurement & Trading GmbH & Co. KG, and Karl Leibinger Asset Management GmbH & Co. KG.
1. These GPC apply to pre-contractual obligations, contracts, and business relationships of the German companies of the KLS Martin Group (hereinafter “KLS Martin”) with suppliers insofar as these are companies, legal entities according to public law or public special funds in the context of § 310 Section 1 BGB (German Civil Code) (hereinafter "Supplier"). The GPC apply in particular to contracts for the sale and/or delivery of movable items, including software (hereinafter “Goods”), regardless of whether the seller manufactures the Goods itself or purchases them from suppliers (§§ 433, 650 BGB – German Civil Code). The provisions of these GPC shall apply accordingly to works and services, to the extent that their application is appropriate given the nature and content of the respective performance.
2. KLS Martin shall be entitled to assign all claims arising from contracts with the Supplier without the Supplier’s consent.
3. Unless otherwise agreed, the GPC, in the version valid at the time of KLS Martin’s order or, in any event, in the version most recently communicated to the Supplier in writing, shall also serve as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
4. The GPC shall apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the Supplier shall become part of this contract only if and to the extent that KLS Martin has expressly agreed in writing to their effectiveness. This requirement for consent applies in all cases, including, for example, also when the Supplier refers to its GTCs as part of the order confirmation and KLS Martin does not expressly object to these. The conditions of KLS Martin shall also apply if KLS Martin accepts deliveries unreservedly with the knowledge of contradictory conditions or conditions deviating from these conditions.
1. Offers from the Supplier are to be submitted as non-binding and free of charge to KLS Martin. In its offer, the Supplier shall adhere to the non-binding inquiry or tender of KLS Martin in terms of quantity, quality and performance and point out any deviations explicitly. The acceptance deadline in the context of § 147 II BGB (German Civil Code) is three weeks unless otherwise agreed in writing.
2. Insofar as KLS Martin and not the Supplier submits a binding offer, KLS Martin is bound to this offer for two weeks after receipt by the Supplier unless stated otherwise in the offer. The Supplier can only accept the offer of KLS Martin within these two weeks through a written order confirmation to KLS Martin. It is at the discretion of KLS Martin to accept an order confirmation received after the passing of this deadline as acceptance of its offer.
3. Only delivery call-offs shall constitute binding purchase orders.
4. Deviations from the orders are only permissible with prior consent of KLS Martin.
1. For continuing obligations, in particular subscription, successive delivery contracts, or just-in-time contracts with the Supplier without prior determination of the quantity to be delivered, a termination notice period of 12 months applies to both Parties, unless otherwise agreed.
2. Each Party has the right to extraordinary termination for good cause. KLS Martin shall be entitled to terminate the contract for cause, in particular if the Supplier repeatedly fails to perform the agreed services in terms of quantity, delivery date, or quality as stipulated in the contract and, despite notification from KLS Martin, fails to fulfill its contractual obligations within a reasonable period set by KLS Martin.
1. The Supplier shall be obliged to comply with the pertinent legal and regulatory requirements and rules in the fulfillment of the contract. The Goods delivered and services performed shall comply with the current state of the art.
Standards such as DIN, VDE and other regulations and machine directives are to be complied with. Possibly required protective devices according to these regulations are to be provided at no extra charge by the Supplier. The Supplier shall proactively notify KLS Martin of any significant changes (in particular those relating to processes or quality) and obtain express approval from KLS Martin.
2. If the Supplier has any concerns regarding the design specified by KLS Martin, the Supplier shall notify KLS Martin immediately in writing.
3. If the specific legal requirements applicable to the contractual performance change during the course of the contractual relationship, the Supplier shall be obliged to inform KLS Martin immediately about the changed regulations and to forward corresponding proof and documents to KLS Martin.
4. All documents required for acceptance, operation, maintenance and repairs (test reports, works certificates, drawings, plans, operating instructions and similar) are to be supplied by the Supplier free of charge in reproducible form in German language.
5. Unless agreed otherwise, KLS Martin can make a back-up copy of software which is part of the scope of delivery without an express agreement.
6. If the Goods supplied to KLS Martin are medical devices as defined by the relevant European regulations, or if they are Goods used by KLS Martin in medical devices as defined by the relevant European regulations, the Supplier shall warrant that the supplied Goods comply with the relevant regulations as well as with the respective pertinent national regulations governing medical devices in their respective current version. Expiry, revocation or withdrawal of a CE label for supplied Goods is to be notified immediately to KLS Martin in writing.
1. The delivery deadlines and delivery dates given by KLS Martin on the order are binding. The set delivery deadlines commence with conclusion of the contract. If any delay is anticipated - regardless of the reason - the Supplier shall inform KLS Martin immediately in writing stating the reasons and probable duration.
2. The unreserved acceptance of the delayed delivery or performance does not imply a waiver of the claims for damages KLS Martin is entitled to.
3. Partial deliveries are impermissible unless KLS Martin has expressly agreed.
4. If the Supplier is behind schedule, KLS Martin is entitled to the legal claims. The assertion of an individual contractually agreed delay penalty remains unaffected by this.
1. Unless otherwise agreed, prices are understood to be DAP to the delivery location specified in the purchase order in accordance with Incoterms 2020, including all incidental costs (e.g., proper packaging, transport costs including any transport and liability insurance), but excluding the applicable statutory value-added tax.
2. The invoice must contain all information required under § 14(4) of the German Value-Added Tax Act (UStG), in particular the address of the supplier and of KLS Martin, the invoice number, the supplier’s tax number or value-added tax identification number, and a description of the Goods delivered. It is to be sent to the respective address of KLS Martin and may not be included in the deliveries.
3. If the Supplier has taken on installation and/or assembly and if nothing has been agreed otherwise, the Supplier shall bear all occurring additional costs in connection with installation and/or assembly.
1. Unless otherwise agreed, the agreed price shall be due for payment either within 14 days subject to a 3% cash discount, or within 30 days net, upon complete delivery and performance (including any agreed acceptance) as well as receipt of a proper invoice. Payment is made subject to invoice verification.
2. KLS Martin is entitled to the full scope of the legal offset and retention rights.
1. The Supplier warrants that the supplied Goods are free from defects in quality and title.
The Goods must comply with the agreed specifications and demonstrate agreed or guaranteed quality characteristics. The Supplier shall continuously endeavor to minimize defect rates and non-conforming Goods.
Compliance with the test regulations and specifications as well as any releases of initial samples by KLS Martin do not absolve the Supplier from its obligations to supply faultless goods.
2. In the case of deficiencies of the supplied Goods, KLS Martin is entitled to the legal claims for defects in their entirety.
3. In case faulty Goods are supplied, the following shall also apply unless agreed otherwise in writing:
a) Prior to the start of manufacturing (processing or installation) KLS Martin, at its choice, shall give the Supplier the opportunity to inspect, repair or replace the Goods, unless this is regarded unreasonable for KLS Martin. To this end, KLS Martin shall set the Supplier a reasonable deadline. If the Supplier does not comply with its obligation to subsequent fulfillment within the set deadline, KLS Martin can withdraw from the contract as well as returning the faulty Goods at the risk of the Supplier. It is not necessary to set a deadline if the Supplier earnestly and definitively refuses to remedy the defect or if there are special circumstances that, upon balancing the interests of both Parties, justify immediate termination. Any further legal claims remain unaffected by this provision.
b) If the fault is only discovered after manufacturing has commenced, KLS Martin can demand subsequent fulfillment and reimbursement of the necessary costs for the purpose of subsequent fulfillment, in particular these include shipping costs as well as deinstallation and installation costs (labor costs, material costs).
Further legal claims remain unaffected by this.
4. In case of a breach of duty beyond the delivery of faulty Goods (for example, information, advisory or investigational duties), KLS Martin can demand compensation for the resulting damages as well as consequential damages, unless the Supplier is not responsible for the breach of duties.
5. KLS Martin is not obligated to inspect the Goods or make specific inquiries regarding any defects at the time the contract is concluded. By partial derogation from § 442(1), Sentence 2 BGB (German Civil Code) in certain respects, KLS Martin is therefore entitled to claims for defects without restriction even if it was unaware of the defect at the time the Contract was concluded as a result of gross negligence.
6. The statutory provisions (§§ 377, 381 HGB (German Commercial Code)) apply to the commercial obligation to inspect and notify defects, subject to the following condition: The obligation to inspect is limited to defects that become apparent during the KLS Martin incoming Goods inspection upon visual examination, including a review of the shipping documents (e.g., damage during transport, incorrect or short deliveries), or that are identified during the KLS Martin quality control via random sampling. If acceptance has been agreed upon, there is no obligation to inspection. Moreover, it depends on the extent to which an investigation is feasible in the ordinary course of business, taking into account the circumstances of the individual case. KLS Martin's obligation to report defects discovered at a later date remains unaffected. Without prejudice to the duty of inspection, a complaint (notice of defect) submitted by KLS Martin shall in any event be deemed prompt and timely if it is dispatched within 8 working days from discovery or, in the case of obvious defects, from delivery.
1. If the Supplier does not comply with the demand of KLS Martin to rectify the faults within the deadline specified by KLS Martin, then KLS Martin shall be entitled to remedy the defects either itself or through third parties at the Supplier's costs.
2. In exceptional cases, it is not necessary to set a deadline if
a) the Supplier seriously and definitively refuses subsequent performance,
b) subsequent performance has failed,
c) immediate rectification of defects is imperative to avert danger to life, limb or health, or to prevent significant damage to property, or
d) special circumstances exist which, upon weighing the interests of both Parties, justify immediate self-performance.
3. In the cases of paragraph 2, letters c) and d), KLS Martin shall notify the Supplier immediately – as far as possible – before or after commencing self-performance and give him the opportunity to comment.
4. This does not affect any further legal claims by KLS Martin, in particular claims for damages under §§ 280 et seq. of the BGB (German Civil Code).
1. Serial defects are defects in which materials or components exhibit a defect rate that falls outside the normally expected range or the values specified by the Supplier or agreed upon by the Parties. If faults are detected in 5 % or more parts of a batch, the entire batch shall be deemed defective (serial defects).
2. According to its own judgement and under appropriate consideration of the Supplier's interests, KLS Martin shall decide which actions are suitable and necessary for rectification.
3. The Supplier shall provide defect-free parts for serial production as soon as possible. The Supplier shall be liable for measures taken to mitigate damage, in particular for preventive replacement, and shall bear all costs and expenses, including the costs of a recall, unless the Supplier is not responsible for the defect.
In particular, these costs include:
4. In addition, KLS Martin is entitled to the statutory warranty claims.
1. The mutual claims of the Contractual Parties are subject to the statute of limitations in accordance with statutory provisions, unless otherwise specified below.
2. By way of derogation from § 438(1)(3) BGB (German Civil Code), the general statute of limitations for claims arising from defects shall be 3 years from the transfer of risk. Insofar as acceptance is agreed, the limitation period shall commence upon acceptance. The 3-year statute of limitations applies accordingly to claims arising from defects in title as well, whereby the statutory limitation period for third-party claims for restitution in rem (§ 438 (1) No. 1 BGB (German Civil Code)) remains unaffected; furthermore, claims arising from defects of title shall not be time-barred by the statute of limitations under any circumstances as long as the third party can still assert the right against KLS Martin - in particular, due to a lack of limitation.
3. The limitation periods under sales law, including the aforementioned extension, shall apply – to the extent permitted by law – to all contractual claims for defects. To the extent that we are entitled to non-contractual claims for damages due to a defect, the standard statutory statute of limitations (§§ 195, 199 BGB (German Civil Code)) applies, unless the application of the statutes of limitations under sales law results in a longer limitation period in an individual case.
1. If KLS Martin is held liable for damages by third parties due to a product fault for which the Supplier is responsible, KLS Martin is to be indemnified by the Supplier against all claims from third parties upon first demand, including the costs necessary to defend against these claims if the cause of the damages lies within the Supplier´s sphere of control and organization. Further legal claims by KLS Martin remain unaffected by this.
2. If KLS Martin is required to perform a recall and / or other field safety corrective actions due to a claim for damages in the context of Paragraph 1, the Supplier shall be obliged to reimburse KLS Martin for all expenditures resulting or in connection with the recall and the performed field safety corrective actions. Further legal claims by KLS Martin remain unaffected by this.
3. If KLS Martin is held liable for damages by third parties because the delivery infringes third party´s proprietary rights, the Supplier shall be obliged to indemnify KLS Martin against all claims from third parties upon first demand, including the costs necessary to defend against these claims, unless the Supplier has not acted culpably. The statute of limitations for the exemption claim is three years as of knowledge or gross negligent lack of knowledge of KLS Martin of the claim-based circumstances.
4. The Supplier shall be obliged to take out and maintain a business liability, product liability and recall cost insurance for a cover sum commensurate with the Goods and the scope of delivery and to provide KLS Martin with appropriate proof of insurance upon request.
1. Provided materials of any kind remain the property of KLS Martin. They are to be marked as such and stored, designated and managed separately.
2. Processing or transforming, connecting or mixing the provided materials is performed by the Supplier on behalf of KLS Martin. If the provided goods are processed, connected or inseparably mixed with other objects not belonging to KLS Martin, KLS Martin shall acquire co-ownership of the new objects on a pro rata basis of the value of the provided goods in relation to the other processed, connected or mixed objects at the point of time of processing, connection or mixing.
3. If mixing is performed in a manner that the goods of the Supplier are to be regarded as the main object, then it is deemed to be agreed that the Supplier shall transfer pro rata co-ownership to KLS Martin. The Supplier shall act as custodian of the sole or joint ownership for KLS Martin.
4. The transfer of title to the Goods to KLS Martin must take place unconditionally and regardless of whether the price has been paid. If, however, in individual cases, KLS Martin accepts the Supplier's offer to transfer ownership conditional upon payment of the purchase price, the Supplier's retention of title shall expire at the latest upon payment of the purchase price for the delivered Goods. KLS Martin remains authorized to resell the Goods in the ordinary course of business even prior to payment of the purchase price, subject to the advance assignment of the claims arising therefrom (subsidiarily, the simple and extended retention of title covering resale shall apply). This therefore excludes all other forms of retention of title, in particular the extended, transferred, and retention of title extended to cover further processing.
1. Tools of KLS Martin which were provided to the Supplier to manufacture the Goods ordered by KLS Martin are the property of KLS Martin. The Supplier shall be obliged to use the tools exclusively for manufacturing the Goods ordered by KLS Martin, unless agreed otherwise. The Supplier shall be obliged to insure the tools of KLS Martin at their full replacement value at its own costs against fire, material damage and theft, and at the same time assign all claims for damages arising from this insurance to KLS Martin. KLS Martin herewith accepts the assignment.
2. Unless agreed otherwise, the Supplier shall be obliged to perform the necessary service and inspection work as well as all maintenance and repair work at its own costs.
1. The Supplier shall comply with the current version of the Compliance Code of Conduct
for Business Partners of KLS Martin Group, available at 2026_EN_KLS_Martin_Compliance_Code_of_Conduct_Business_Partner.pdf. It shall endeavor to ensure that its subcontractors, suppliers, and agents also comply with legal obligations.
2. In the event of violations of legal regulations or the Compliance Code of Conduct for Business Partners of KLS Martin Group by the Supplier or its employees, subcontractors, suppliers, and agents, KLS Martin is entitled to set a reasonable deadline for the Supplier to remedy the violation. If the deadline expires without success, KLS Martin shall be entitled to terminate contractual agreements with the Supplier for cause and to rescind orders already placed.
1. All business, technical, commercial or other information (including specifications, even if they result indirectly from the handed over objects, documents or software, and other knowledge and experience) disclosed by KLS Martin is to be kept confidential from third parties as long and in as far as they are not proven public knowledge, and may only be provided to such persons within Supplier´s organization who require such information for the purpose of providing services to KLS Martin and who are bound by confidentiality obligations. Such information also includes information from or about third parties which KLS Martin has provided to the Supplier.
2. Such information may not be reproduced or used commercially without prior approval – except for deliveries to KLS Martin. Upon request by KLS Martin, all information provided by KLS Martin (if applicable including all copies or records) and loaned objects are to be returned to KLS Martin by the Supplier at its costs immediately and completely or to be destroyed, whereby this applies insofar as these documents are not required for asserting justified claims. KLS Martin retains all rights for such information (including copyrights and the right for applying for commercial protective rights, such as patents, registered designs, semiconductor protection, etc.).
3. Goods which are manufactured according to documents drafted by KLS Martin, such as drawings, models and the like or which have been manufactured according to confidential information or with tools or copied tools of KLS Martin may not be used by the Supplier itself nor offered or supplied to third parties.
4. The Supplier may only refer to business relationships with KLS Martin with its express permission.
5. The obligation to confidentiality shall also continue after termination of the contractual relationship.
6. Specific confidentiality agreements and statutory provisions regarding the protection of confidential information remain unaffected.
1. If the Supplier is a merchant as defined by the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes, including international, arising from the contractual relationship shall be Tuttlingen/Germany. The same applies if the Supplier is a business entity within the meaning of § 14 of the BGB (German Civil Code). However, KLS Martin is also entitled in all cases to file a lawsuit at the place of performance of the delivery obligation in accordance with these GPC or any overriding individual agreement, or at the Supplier’s general place of jurisdiction. Overriding legal regulations, particularly concerning exclusive jurisdictions, remain unaffected.
2. The contractual relationship shall be governed by the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), unless otherwise agreed in writing.