Terms and Conditions of Sale and Delivery „Specialty Bearings & Engineered Products“ Kaman Group – Germany 2019 (AD-G-19-001-a)

(Revision: February 2019)

§ 1 General, scope of application

  1. The present terms and conditions of sale and delivery are the terms and conditions of the German group companies of Kaman Corporation.
  1. These terms and conditions of sale and delivery apply exclusively; we do not recognize conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing. These terms and conditions of sale and delivery shall also apply if we execute the order for the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these terms and conditions of sale and delivery.

§ 2 Orders / Conclusion of Contract

  1. An order by the customer is considered as an offer for the conclusion of a contract.
  1. Unless otherwise stated in the order, we reserve the right to accept the customer's offer within 4 weeks by sending an order confirmation or sending the ordered goods.
  1. All our offers are - unless expressly designated as binding - subject to change and non-binding.
  1. The scope of our services shall be conclusively determined by our written order confirmation, if applicable, together with its written appendices.
  1. If a provision in these Terms and Conditions of Sale and Delivery is or becomes invalid, the validity of all other provisions or agreements shall not be affected thereby.
  1. Collateral agreements and amendments only become effective with our written confirmation. This also applies to the waiver of this provision.
  1. Insofar as our delivery obligation includes goods, which are subject to statutory export restrictions, fulfilment of the contract shall be subject to the proviso that we are granted the necessary approvals.
  1. The written form can be replaced by fax, but not by the electronic form according to § 126a BGB or the text form according to § 126b BGB. Legally relevant declarations and notifications must be made in writing in order to be effective.

§ 3 Prices and payment

  1. prices are quoted in EURO unless a foreign currency is expressly stated.
  1. Unless otherwise agreed in writing, the prices quoted by us are based on "EX WORKS" (Incoterms 2010), without cash discount and other discounts plus any transport and packaging costs and plus any applicable taxes, customs duties and other public charges.
  1. Payments shall be made without any deduction to the account stated in the invoice. The date of payment (value date of the credit to our bank account) shall be decisive for the timeliness of payments.
  2. The customer can only offset or exercise a right of retention with the reason and the amount according to undisputed or legally established counterclaims.
  3. Payments by the customer shall become due upon receipt of our invoice. The customer shall be in default 30 days after receipt of the invoice, if not agreed otherwise in writing.
  4. The prices of the offer are only valid for orders of the full scope of the offered services.
  5. Terms of payment shall only apply if the terms of previous deliveries have been observed. If this is not the case, all invoices shall become due immediately.

§ 4 Performance, transport and passing of risk

  1. We reserve the right to make reasonable partial deliveries. Reasonability is given in particular if the partial performance/delivery can be used by the customer within the scope of the contractual purpose, the provision of the remaining services/deliveries is ensured, and the customer does not incur any considerable additional expenses or costs as a result (unless we declare our willingness to bear these costs).
  1. Deliveries shall be made on the basis of "EXW" (Incoterms 2010) from the place of manufacture, unless otherwise agreed in writing.
  1. Compliance with the agreed delivery and performance time (hereinafter uniformly referred to as the performance period) requires that all commercial and technical questions between us and the customer have been clarified and that the customer has fulfilled all his obligations. If this is not the case, the performance period shall be extended accordingly. This shall not apply if we are responsible for the delay.
  1. Compliance with the performance period shall be subject to correct and timely self-delivery. We shall inform the customer of any recognizable delays.
  1. The performance period shall be deemed to have been observed if readiness for delivery has been notified by the end of the performance period.
  1. If the delivery or acceptance of the delivery is delayed for reasons for which the customer is responsible, he shall be charged the costs incurred as a result of the delay. We reserve the right to assert further claims for damages.
  1. We reserve the right, after setting and fruitless expiry of a reasonable period for delivery or acceptance, to otherwise dispose of the delivery item and to supply the customer within a reasonably extended period.​

§ 5 Force majeure

Force majeure as well as events and circumstances beyond the control of the contracting parties (including, in particular, regulations and orders of state authorities, strikes and lock-outs) shall release both contracting parties from their obligations to the extent that and as long as they make performance of the respective contract wholly or partially impossible. 

§ 6 Retention of title

  1. Until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims), we reserve title to the goods sold.
  1. The goods subject to retention of title may neither be pledged to third parties nor transferred by way of security until the secured claims have been paid in full. The customer must inform us immediately in writing if an application is filed for the opening of insolvency proceedings or if the goods belonging to us are seized by third parties (e.g. attachments).
  2. If the customer acts in breach of contract, in particular if the purchase price due is not paid, we shall be entitled to withdraw from the contract in accordance with the statutory provisions or/and demand the return of the goods on the basis of retention of title. The demand for surrender does not at the same time include the declaration of withdrawal from the contract; rather, we are entitled to only demand surrender of the goods and to reserve the right to withdraw from the contract. If the customer does not pay the due purchase price, we may only assert these rights if we have previously unsuccessfully set the customer a reasonable deadline for payment or if such setting of a deadline is dispensable according to the statutory regulations.
  3. The customer shall be entitled to resell and/or process the goods in accordance with subsection c. below, subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
    • The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed the manufacturer. If the ownership rights of third parties remain in force in the case of processing, mixing or combining with goods of third parties, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
    • The customer hereby assigns to us by way of security any claims against third parties arising from the resale of the goods or the product, either in their entirety or in the amount of our co-ownership share pursuant to the preceding paragraph. We accept the assignment. The obligations of the customer stated in para. 2 shall also apply with regard to the assigned claims.
    • The customer shall remain authorized alongside us to collect the claim. We undertake not to collect the claim as long as the customer meets his payment obligations towards us, there is no defect in his ability to pay and we do not assert the retention of title by exercising a right in accordance with para. 3. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case we shall also be entitled to revoke the customer's authority to further sell and process the goods subject to retention of title.
    • If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request.

§ 7 Warranty claims of the customer

  1. The statutory provisions shall apply to the customer's rights in the event of defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the statutory special provisions shall remain unaffected upon final delivery of the unprocessed goods to a consumer, even if the consumer has further processed them (supplier recourse pursuant to §§ 478 BGB). Claims arising from supplier recourse are excluded if the defective goods have been further processed by the customer or another entrepreneur, e.g. by installation in another product.
  1. The basis of our liability for defects is above all the agreement reached on the condition of the goods. All product descriptions which are the subject of the individual contract or which have been made public by us (in particular in catalogues or on our Internet homepage) shall be regarded as an agreement on the quality of the goods.
  2. If the quality has not been agreed, it is to be judged according to the legal regulation whether a defect is present or not (§ 434 Paragraph 1 S. 2 and 3 BGB). However, we assume no liability for any public statements made by the manufacturer or other third parties (e.g. advertising statements).
  3. The customer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). If a defect becomes apparent upon delivery, inspection or at any later point in time, we must be notified thereof in writing without delay. In any case, obvious defects must be reported in writing within three (3) working days of delivery and defects not recognizable during the inspection within the same period of time from discovery. If the customer fails to properly, inspect the goods and/or give notice of defects, our liability for the defect not reported or not reported in a timely manner or not properly shall be excluded in accordance with the statutory provisions.
  4. If the delivered item is defective, we can first choose whether we provide subsequent performance by remedying the defect (subsequent improvement) or by supplying a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions shall remain unaffected.
  5. We shall be entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.
  1. The customer must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over the goods complained of for inspection purposes. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance shall include neither the removal of the defective item nor its reinstallation if we were originally not obliged to install it.
  2. We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as any dismantling and installation costs, in accordance with the statutory provisions, if a defect actually exists. Otherwise we may demand reimbursement from the customer for the costs incurred as a result of the unjustified request to remedy the defect (in particular testing and transport costs), unless the lack of defectiveness was not apparent to the customer. 
  3. In urgent cases, e.g. if operational safety is endangered or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to demand reimbursement from us for the objectively necessary expenses. We must be informed immediately, if possible in advance, of any such self-remedy. The right of self-remedy does not exist if we would be entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.
  4. If the supplementary performance has failed or a reasonable period to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
  5. Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with § 8 even in the case of defects and shall otherwise be excluded.

§ 8 Other Liability & Force Majeure

  1. Unless otherwise stated in these Terms and Conditions of Sale and Delivery, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
  2. We shall be liable for damages - irrespective of the legal basis - within the scope of liability for culpable intent and gross negligence. In the case of simple negligence, we shall only be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs):
    • for damages resulting from injury to life, body or health,
    • for damages arising from the not inconsiderable breach of an essential contractual obligation (obligation the fulfilment of which is essential for the proper performance of the contract and the observance of which the contractual partner regularly relies on and may rely on); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.
    • The limitations of liability resulting from § 8.2 shall also apply to breaches of duty by or for the benefit of persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods and for claims of the purchaser under the Product Liability Act.
  1. The customer may only withdraw or terminate due to a breach of duty which does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (especially according to §§ 651, 649 BGB) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.
  2. We shall also be released from our obligation to perform if the prerequisites of the above paragraph have been met by one or more suppliers.

§ 9 Statute of limitations

  1. Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the statute of limitations shall commence upon acceptance.
  1. If, however, the goods are a product which has been used for a building in accordance with its usual use and which has caused its defectiveness, the limitation period shall be five (5) years from delivery in accordance with the statutory provisions (§ 438 para. 1 no. 2 BGB). Other special statutory provisions on limitation (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall also remain unaffected.
  2. The above limitation periods of the sales law also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the customer pursuant to § 8 para. 2 sentence 1 and sentence 2(a) as well as pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

§ 10 Data Protection and Information on Foreign Trade Restrictions

  1. Any personal data transmitted to us shall be used exclusively for the purpose of fulfilling the business relationship. To the extent permitted by law, we will use internal and/or external data processors for data processing. You can find more detailed information on our website. If the customer provides us with personal data within the scope of the business relationship, we assume that he will do so on the basis of the necessary legal basis. Should claims be made against us by persons concerned which relate to the alleged lack of a legal basis for the transfer of such personal data from the customer to us, the customer shall indemnify us against all claims by such persons upon first written request.
  1. The customer shall provide us in writing with all information required for the examination and, if necessary, obtaining of an export license. Should the customer provide us with no or only insufficient information about the consignee, the end-user, the final destination and intended purpose of the goods, we reserve the right to withdraw from the contract. Should the customer demonstrably have provided us with false information about the true end-use of our products, the customer shall indemnify us against all damages and costs upon first written request, unless the customer is not responsible for the false information.

§ 11 Choice of law and place of jurisdiction

  1. The law of the Federal Republic of Germany shall apply to these Terms and Conditions of Sale and Delivery and the contractual relationship between us and the customer, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
  1. If the customer 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 - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the place of business of our respective group company which has a concrete business relationship with the customer. The place of business of the Group companies is listed in the footer of these Terms and Conditions of Sale and Delivery. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code). In all cases, however, we shall also be entitled to institute legal proceedings at the place of performance of the delivery obligation in accordance with these Terms and Conditions of Sale and Delivery or a prior individual agreement or at the customer's general place of jurisdiction. Prior statutory provisions, in particular regarding exclusive responsibilities, shall remain unaffected.


General Conditions of Purchase for Goods and Services „Kaman Specialty Bearings & Engineered Products“ Kaman Group – Germany 2021 (AD-G-19-002-b)

(Revision: V.1-2021)

§ 1 General, scope of application

  1. These General Conditions of Purchase for Goods and Services (hereinafter referred to as GPC) are conditions of the German group companies of Kaman Corporation, which are only intended for use between companies. The GPC apply in particular to contracts for the purchase of movable goods ("Goods"), irrespective of whether the seller manufactures the goods himself or purchases them from suppliers (§§ 433, 651 BGB).  
  2. These GPC shall be supplemented by special conditions if applicable, insofar as these are expressly referred to in our order. Such special conditions shall take precedence insofar as they contradict these GPC with regard to content. 
  3. These GPC shall apply exclusively; we shall not recognize conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing. In particular, the GPC shall also apply if we accept or accept goods without objection despite being aware of the Seller's terms and conditions which conflict with or deviate from these GPC.

§ 2 Conclusion of contract

  1. Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller shall notify us of obvious errors (e.g. spelling and calculation errors) and incompleteness of the order including the order documents for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not to have been concluded.
  2. The Seller is obliged to confirm our order in writing within a period of 3 days or, in particular, to execute it unconditionally by dispatching the goods (acceptance). Late acceptance shall be deemed a new offer and shall require acceptance by us.

§ 3 Delivery & Performance

  1. The delivery or service date stated in the order is binding. 
  2. Deliveries shall be made in accordance with DAP (Incoterms 2010) to the place of destination specified in the order, unless otherwise agreed between the Seller and us. 
  3. Each Delivery shall be made in packaging tailored to requirements. The return of the packaging is subject to the conclusion of special agreements. 
  4. The Seller shall not be entitled without our prior written consent to have the deliveries or services owed by him performed by third parties (e.g. subcontractors). The Seller shall bear the procurement risk for his goods and services unless otherwise agreed in individual cases (e.g. limitation to stock). 
  5. The Seller is obliged to state our order number on all shipping documents and delivery notes; if he fails to do so, we shall not be responsible for delays in processing.
  6. The Seller is obliged to inform us immediately in writing if circumstances arise or become apparent to him from which it becomes apparent that the agreed delivery or performance time cannot be met. The agreed delivery or performance time shall not be extended by this information. 
  7. In the event of a delay in delivery, we shall be entitled to the statutory claims. If we demand damages, the seller has the right to prove that he is not responsible for the breach of duty. 
  8. If the Seller exceeds the delivery date, we shall be entitled to demand liquidated damages from the Seller after the delivery date has been exceeded. These shall amount to 0.5% per working day, but not more than a total of 5% of the total net remuneration. We shall be entitled to claim the lump-sum compensation up to the time of the final payment, even if we have not expressly reserved the right to do so when accepting the delayed delivery. Further claims against the Seller due to exceeding the delivery date remain unaffected.
  9. Premature deliveries or partial deliveries may only be made with our prior written consent. 
  10. The risk of accidental loss and accidental deterioration of the goods shall pass to us upon handover at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall also apply mutatis mutandis in the event of acceptance. It shall be deemed equivalent to handover or acceptance, if we are in default of acceptance. 

§ 4 Prices and terms of payment

  1. The price stated in the order is binding. All prices are inclusive of statutory value-added tax, unless this is shown separately.
  2. Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance). This also applies to documentation and operating instructions required for the intended use of the goods.
  3. The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a discount of 3% on the net amount of the invoice. In the case of bank transfers, payment shall be deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.
  4. We do not owe any interest on the due date. The statutory provisions shall apply to default in payment.
  5. Set-off rights and rights of retention as well as the plea of non-performance of the contract shall accrue to us to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we are still entitled to claims from incomplete or defective services against the Seller.
  6. The Seller has a right of set-off or retention only because of legally established or undisputed counterclaims.

§ 5 Defective deliveries

  1. Our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the Seller shall be governed by the statutory provisions unless otherwise provided below.
  2. In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods have the agreed quality when the risk passes to us. 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 included in the contract in the same way as these GPC shall in any case be deemed to be an agreement on the quality of the goods or services. It makes no difference whether the product description originates from the Seller, the manufacturer or us.
  3. In deviation from § 442 para. 1 sentence 2 of the German Civil Code, we shall also be entitled to assert claims for defects without restriction if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.
  4. The statutory provisions (§§ 377, 381 HGB) shall apply to our obligation to inspect and give notice of defects with the following proviso, unless we have made deviating agreements with the Seller: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external inspection including the delivery documents (e.g. transport damage, wrong and short delivery) or which are identifiable during our quality inspection by random sampling. If acceptance has been agreed, there shall be no obligation to inspect. 
  5.  In all other respects, it shall depend on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later shall remain unaffected. Irrespective of our obligation to inspect, our complaint (notice of defects) shall in any case be deemed immediate and timely if it is sent within 10 working days of discovery or, in the case of obvious defects, of delivery.
  6. Remedy through subsequent performance shall also include the removal of the defective goods and their reinstallation, insofar as the goods have been installed in another item or attached to another item in accordance with their nature and purpose of use, our statutory claim to reimbursement of corresponding expenses shall remain unaffected. The Seller shall bear the expenses necessary for the purpose of inspection and subsequent performance even if it turns out that no defect actually existed. Our liability for damages in the event of an unjustified demand for the removal of defects shall remain unaffected; in this respect, however, we shall only be liable if we have recognized or grossly negligently failed to recognize that no defect existed.
  7. Notwithstanding our statutory rights and the provisions in paragraph 5, the following shall apply: If the Seller does not fulfil his obligation to subsequent performance - at our option by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) - within a reasonable period set by us, we shall be entitled to remedy the defect ourselves and demand reimbursement from the Seller of the expenses required for this or an appropriate advance payment. If the subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline shall be set; we shall inform the Seller of such circumstances immediately, if possible in advance.
  8. In addition, we shall be entitled to reduce the purchase price or withdraw from the contract in the event of a material defect or defect of title in accordance with the statutory provisions. In addition, we shall be entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.

§ 6 Producer’s liability

  1. If the Seller is responsible for product damage, he shall indemnify us against claims by third parties to the extent that the cause lies within his sphere of control and organization and he himself is liable externally.
  2. Within the scope of his obligation to indemnify, the Seller shall reimburse expenses in accordance with §§ 683, 670 BGB (German Civil Code) which arise from or in connection with claims asserted against third parties, including recall actions carried out by us. We shall inform the Seller - as far as possible and reasonable - of the content and scope of recall measures and give him the opportunity to comment. Further legal claims remain unaffected.
  3. The Seller shall take out and maintain product liability insurance with a coverage of at least EUR 10.0 million per personal injury/property damage and provide us with evidence of the conclusion by presenting us with a certificate from the insurer.

§ 7 Documents / Supplies

  1. If drawings, plans, evaluations, databases or other documents ("Documents") as well as materials, samples, models, parts, tools, special packaging, etc. ("Supplies") are supplied to the Seller by us, these shall remain our property. Documents and Supplies shall only be made available to the Seller for the purpose and for the duration of the manufacture of the goods ordered by us. Reproduction of the Documents / Supplies is only permitted with our prior written consent. 
  2. In the event of processing, combining and/or mixing ("processing") of Supplies provided, we shall acquire co-ownership in the ratio of the value of the materials provided (purchase price plus VAT) to the other materials at the time of processing.

§ 8 Tools

  1. If we furnish the Seller with tools, § 7 shall apply. 
  2. If we bear (proportionately) the costs for the manufacture of (special) tools for the manufacture of the goods, we shall acquire (co-) ownership in proportion to the costs borne. The Seller shall mark the tools as our (joint) property and shall carry out the necessary maintenance / repair measures at his own expense. We shall acquire ownership of replacement purchases in the same proportion. The seller grants us a right of pre-emption on his co-ownership share. The Seller already declares that he will store the tool free of charge and will sign a corresponding storage contract with us.
  3. The seller is obliged to insure such tools at replacement value against fire, water and theft at his own expense.

§ 9 Export controls and certificates of origin

  1. The Seller is obliged, to comply with applicable export control laws and regulations of the EU, the USA or other national export control regulations. 
  2. The Seller shall be obliged to obtain the necessary permits before transferring technical information or objects to us and to inform us without being asked of any export control classification number for such technical information and goods (e.g. US law: ECCN) and any restrictions on their transfer. 
  3. The Seller undertakes to provide us with all information necessary for compliance with such regulations in individual cases. In particular, he undertakes to confirm the origin of the goods in compliance with the statutory provisions, including by means of a supplier's declaration of origin.
  4. We shall be entitled to terminate contracts with the Seller without notice if changes in applicable national or international export control laws and regulations or our internal regulations based thereon render the acceptance of the contractual services or the fulfillment of obligations arising from the contract impossible and also make it impossible in the foreseeable future.
  5. The agreed scope of delivery to us must not include any goods or services originating from a person, company or country which are the subject of a legal embargo.
  6. If Seller's goods contain tantalum, tungsten, tin or gold ("Conflict Minerals"), Seller shall ensure that the Conflict Minerals originate from responsible smelters / sources of supply that act in accordance with UN resolutions and that are not involved in the financing of armed conflicts, in particular in the Democratic Republic of Congo and its neighboring states. Seller will disclose all necessary information about the origin of the conflict minerals in writing upon request by us.

§ 10 Protection of personal data

  1. If we make personal data available to the Seller, the Seller shall comply with all applicable data protection laws and regulations.
  2. The Seller shall, at its own expense, maintain or take appropriate technical and organizational measures to ensure a sufficient level of security for personal data commensurate with the risk involved.
  3. The Seller acknowledges that the contractual processing of personal data may require the conclusion of additional data processing or data protection agreements with us or our affiliates. To the extent that such additional agreements are not already concluded as part of the contract, the Seller, its respective affiliated companies or subcontractors are obliged to conclude such agreement(s) with us immediately upon our written request, the conclusion of which is required by mandatory law or the recommendation of a data protection authority. 
  4. We expect the Seller to act in accordance with applicable law and therefore assume that the Seller has sufficient legal reasons to disclose personal data to us. The Seller hereby agrees to indemnify us against all claims, costs and damages of any kind on first written demand made against us by individuals concerned for lack of cause in law.

§11 Confidentiality

  1. The Seller undertakes to keep secret the information provided by us, such as documents, supplies, knowledge, data carriers (hereinafter referred to as "information"), not to make it accessible to third parties (including his subcontractors) without our written consent and not to use it for purposes other than those specified by us. This applies accordingly to any of their duplications. 
  2. This obligation shall not apply to information which was already known to the Seller in a justified manner without an obligation to maintain secrecy upon receipt or which subsequently becomes known in a justified manner without an obligation to maintain secrecy, which is or becomes generally known without a breach of contract by one of the parties or for which he has been granted written permission for other use. 
  3. The Seller may not advertise his business relationship with us without our prior written consent.

§ 12 Compliance

  1. The Seller is obliged to supply the goods and/or services in compliance with all applicable laws, regulations, industry norms and standards.
  2. Seller shall promptly notify us in writing if Seller becomes aware that it has violated any applicable laws or standards and we might be affected by such violation.
  3. In addition, the Seller acknowledges the Kaman Corporation Code of Ethics and Business Conduct (available at and undertakes to abide by and implement the principles set forth therein.

§13 Quality assurance

  1. Unless otherwise agreed with us, the Seller shall constantly monitor the quality of its goods and services. Prior to the respective delivery of goods to us or to third parties designated by us, the Seller shall ensure that the delivery items intended for delivery are free of defects, comply with the agreed technical requirements, and confirm this to us in writing. The Seller shall inform us immediately in writing of any deviations found.
  2. The Seller shall inform us immediately of any non-conforming processes, products or services, planned changes to products, processes or services, change of supplier and/or change of production site. We reserve the right to approve such changes or occurrences before work may continue.
  3. Unless otherwise agreed, the Seller shall provide us with accompanying documentation, certificates of conformity, test documentation, statistical documentation, process control documentation, results of production process review and evaluation of changes to the extent required. 
  4. The Seller shall permit us, during the Seller's normal working hours and after prior written notification, to audit its quality management system including the associated processes at the Seller's production facilities. In doing so, Seller shall permit us to be accompanied by representatives of our customers and the relevant authorities. The Seller shall grant us the right to commission third parties to carry out such audits. For this purpose, the auditors appointed by us shall have free access to the areas of the Seller involved in the performance of the contract. Reasonable restrictions imposed by Seller to protect its trade secrets will be accepted. During these audits, Seller shall provide all required documents and information from all relevant levels of Seller's supply chain. Seller is advised that its suppliers and their pre-suppliers may also be audited to this extent by regulating authorities such as the German Federal Aviation Authority. The Seller shall inform its sub-suppliers accordingly.
  5. The Seller is obliged to implement a procedure to avoid the use of counterfeit or presumably counterfeit parts and their integration into our products. 
  6. Unless otherwise agreed in individual cases, Seller shall retain or archive all records and documented information relating to the manufacture, inspection or testing of our products for at least 15 years and make them available upon our written request.
  7. The Seller undertakes to ensure that its employees are aware of their contribution to product and service conformity and their contribution to product safety.

§14 Place of jurisdiction and applicable law

  1. The exclusive place of jurisdiction for all present and future claims arising from the business relationship, provided that the Seller is a merchant, a legal entity under public law or a special fund under public law, shall be the registered office of the company using these GPC. We reserve the right to bring an action at the legal place of jurisdiction of the Seller. 
  2. Unless otherwise stated in the order, the place of receipt stated in the order, or alternatively the registered office of our company, shall be the place of performance. 
  3. The law of the Federal Republic of Germany shall apply excluding its conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

§15 Miscellaneous

  1. Should individual provisions of these GPC or of the contract concluded between us and the Seller be or become invalid, the remaining terms and conditions shall remain unaffected by this.