General Terms and Conditions of Purchase of EEW Maschinenbau GmbH
- These Terms and Conditions of Purchase (hereinafter referred to as « Terms ») shall apply to all our orders, in particular to machinery, equipment, plants, spare and accessory parts as well as to all orders placed for deliverables [Werkleistungen] such as construction, repair and maintenance
- These Terms shall apply exclusively. Any general terms and conditions of our suppliers and contractors (hereinafter jointly referred to as « Suppliers ») are hereby opposed; they shall apply in individual cases only if and to the extent we have expressly acknowledged such terms and conditions in Any acknowledgement of deviating terms and conditions in connection with earlier contract conclusions shall not be relevant for this order.
- The document of which the present Terms form an integral part contains all contractual terms. No side agreements have been
- These Terms shall also apply to all future business transactions with the
2. Contract conclusion, subcontractors
- Inquiries and offers from us are non-binding. A legally binding contract is concluded as soon as we have accepted the Supplier’s offer in In the case of factual/arithmetic errors or ambiguities in our orders, the Supplier shall have an obligation to make enquiries.
- Offers, drafts and specimens are free of charge and non-binding for The approval of drafts, drawings, specimens or suchlike presented to us shall not constitute a waiver of our warranty claims.
- The Supplier may involve subcontractors only with our express written consent and only if the subcontractor for its part may not avail itself of any further The Supplier shall be responsible for the due performance of the contract by its subcontractors or any other parties instructed by it, and shall be liable for any damage incurred to us by such subcontractors.
3. Scope of performance
- Unless agreed otherwise in writing, repaired/maintained equipment or equipment to be delivered must be
handed over ready for operation.
- The commissioning of the machinery, equipment and plants to be delivered by the Supplier shall be carried out by the Supplier’s technical staff at the Supplier’s expense. The Supplier shall train our staff to an appropriate extent should this be required for the operation of the supplied
- The Supplier shall make available at its own expense all auxiliaries required for its services, e.g. tools, hoist and fastening materials, welding equipment, ladders, scaffolding and fire protection devices. This shall also include all working equipment prescribed by the German employees’ liability insurance associations [Berufsgenossenschaft].
- The Supplier is obliged to obtain all necessary licences and all other permits required for sale, operation and
- The Supplier shall in good time request from us drawings or any other information which it requires for the performance of its work, providing us with its precise
- For capital goods we shall receive the following documents in duplicate on the date of delivery: operating instructions/manual, machine and circuit diagrams, spare parts lists, maintenance and cleaning plans, lubrication instructions, list on wear parts and spare parts recommended to be kept in We are entitled to withhold payments until the above documents are supplied to us completely.
- Unless otherwise agreed, all prices shall be fixed prices including the required packaging « Delivered Duty Paid » (DDP) plant Schönberg in accordance with INCOTERMS All prices shall include the statutory value- added tax.
- Unless otherwise agreed in writing, the prices for machinery, equipment and plants also include the costs for setting up, connecting and testing as well as for training our staff. Any changes with respect to the agreed price require our written confirmation of such
4.4 With respect to work to be invoiced based on actual costs, the Supplier is obliged to inform us without delay as soon as it becomes apparent that the estimated price will be exceeded.
5. Subsequent changes to the content of the contract
- After conclusion of contract – but only up to delivery – we may modify contractual terms in particular with respect to design, implementation, characteristics and quality within the scope of what is reasonably acceptable for the Supplier. In such a case we are obliged and entitled to make a reasonable adjustment in the remuneration agreed with the Supplier notably with respect to higher or lower costs and the delivery
- Any change requests by the Supplier shall be binding only with our written
6. Examination during manufacturing
- We may inspect and examine the material, the manufacturing process and the objects being manufactured on the manufacturer’s premises during manufacturing and until delivery. The Supplier shall submit an interim report on the manufacturing status if so requested by
- To the extent that already during the manufacturing process it is apparent that the product or the manufacturing process is defective or inconsistent with contractual provisions, we may, after expiry of a reasonable period for rectification, at our election waive delivery in whole or in part and/or demand damages in lieu of performance or insist on delivery and assert our rights under 2 and 10.3.
7. Delivery, delivery dates
- All deliveries shall be made « Delivered Duty Paid » (DDP) plant Schönberg in accordance with INCOTERMS 2000. The goods to be delivered must be properly packaged. The Supplier is liable for higher transport costs and damage to the goods resulting from improper shipping, or packaging that is improper or contrary to The Supplier shall take out insurance cover for transport at its own expense.
- The Supplier shall notify us of the delivery at least seven days prior to the delivery
- Consignments must be labelled in compliance with the applicable provisions, and the accompanying documents of the consignment such as delivery note or packing slip must be included in the consignment and must correspond to the shipping documents in their content. The accompanying documents must include our order number and a statement of
- We are obliged to return the packaging only if this has been expressly
- Unless otherwise agreed in writing, the delivery dates or periods specified in the order are deemed to have been agreed with binding effect within the meaning of 286 para. 2 no. 1, 323 para. 2 no. 2 of the German Civil Code [Bürgerliches Gesetzbuch – BGB] and shall refer to delivery to the address of destination. If a delivery period was agreed in lieu of a delivery date, such period shall commence on the date of the order.
- In the event of default of delivery we may demand delivery and hand-over of partially finished goods, also to finish them ourselves or to have them finished by third parties; such request shall not constitute a waiver of our claims arising from default of
- Acceptance of late deliveries shall not constitute a waiver of our claims to compensation for damage due to delay.
- In the event of default of delivery the Supplier shall pay the following contractual penalty:
0.25% of the value of the goods ordered, per day of default of delivery. We agree that for the first seven days of default of delivery no contractual penalty shall fall due. However, if the delay due to the default of delivery exceeds a period of seven days, the contractual penalty shall be charged from the first day of the default of delivery. In each individual case of default of delivery the contractual penalty shall be limited to 5% of the goods value. If the damage caused by the default of delivery exceeds the amount of the contractual penalty, the Supplier shall be liable also for the damage in excess of the contractual penalty.
7.9 If we request payment of damages in lieu of performance, the damages shall be compensated at a flat rate of 30% of the purchase price unless we submit proof of higher damage or the Supplier submits proof of lower damage.
7.10. Interference by public authorities and/or events of force majeure such as war, disruptions in transport or operations, strike or any other restrictions beyond our control entitle us to withdraw from the contract in part or in whole, or to demand performance at a later date, without any claims arising therefrom for the Supplier.
8. Acceptance of the work
- Acceptance shall be effected at the place of performance after completion of the work or, for machinery, equipment and plants delivered as well as any other parts, after delivery and, if applicable, set-up and commissioning of the
- Acceptance of the work and of the machinery, equipment and plants delivered shall be recorded in a report to be signed by both
- The Supplier guarantees that its services and the machinery, equipment and plants and any other spare and accessory parts it delivers comply with all agreed specifications and descriptions, that they possess all the agreed characteristics and that they are suitable for the known or recognisable The performance data, characteristics and specifications stated in the order are guaranteed for permanent operation. The Supplier notably guarantees fault-free design and functioning as well as the use of the best suitable materials. The Supplier guarantees that the machinery, equipment and plants and other parts delivered comply with the respective acknowledged state of the art.
- The Supplier guarantees that its services and the goods it delivers comply with all the relevant statutory and official regulations applicable in the Federal Republic of Germany and with all other relevant technical guidelines and DIN regulations, and that they do not infringe any third-party rights. Such relevant statutory regulations notably comprise the requirements of the German Equipment Safety Act [Gerätesicherheitsgesetz – GSG], the provisions of the association of German electrical engineers [Verband Deutscher Elektrotechniker – VDE], imission control provisions as well as the relevant regulations of the German employees’ liability insurance associations [Berufsgenossenschaften].
10. Inspection of defects, liability for defects, third-party rights
- We are obliged to inspect the goods delivered and services performed by the Supplier only for correspondence with the delivery documents and for obvious damage. We are in particular not obliged to inspect goods for hidden defects. A defect shall be deemed notified in good time if the defect notification is received by the Supplier within a period of two weeks, calculated from hand-over or acceptance, and in the case of hidden defects, from their
- We are entitled to the full range of statutory claims for defects; we are in any case entitled to demand from our Supplier either rectification of defects or delivery of new goods. We expressly reserve the right to damages, in particular the right to damages in lieu of
- We are not obliged to tolerate more than one attempt at rectification. In the case of imminent danger or any other urgency, we may either rectify the defects ourselves or have the defects rectified by a third party at the Supplier’s
- The statute of limitations for claims due to defects of the goods delivered or services performed is
governed by the statutory provisions. In the case of rectification or replacement delivery, the statute of limitations shall be extended by the downtime, and shall re-commence for the rectified and/or newly delivered goods. The notification of defects suspends the statute of limitations of all claims resulting from this defect until such defect is rectified.
- The Supplier shall indemnify us from all third-party claims in connection with the defects of the goods delivered, or services performed, on first demand. The statute of limitations for such claims is 10 years from transfer of
- The Supplier shall be liable for all consequences resulting from the infringement of patents, utility models and other third-party intellectual property rights. It is obliged to indemnify us on first demand from any third- party claims arising from infringement, and to reimburse us any expenditure incurred; we many not conclude any agreements whatsoever with such third party without the Supplier’s consent, notably not any settlements. Furthermore, in the event of infringement of third-party rights we may cancel all orders affected thereby, return all unsold goods and demand The statute of limitations for the indemnification claim is 10 years from transfer of risk.
- Unless otherwise provided for in the payment terms, payments must be effected at our election within fourteen days of receipt of invoice with a 3% cash discount or net within 30 days of receipt of
- To the extent that the Supplier has to bear or reimburse costs subject to statutory or contractual provisions of if any other counterclaims on our part exist, we may at our election either withhold or set off payments. In this regard, the requirements for a connection between claim and counter-claim [Konnexität] and due date [Fälligkeit] are hereby contracted
- Payment shall not be deemed an acknowledgement on our part that a delivery or service is in accordance with the contract and/or fault-free. Without prejudice to any warranty claims, in the case of faulty contractual performance we are entitled to withhold payments to a reasonable extent until due performance of the
- To the extent that an invoice includes data which are inconsistent with the order or incorrect, we reserve the right to return it to the Supplier for correction, extending the time allowed for payment
12. No reservation of title of the supplier
We accept the Supplier’s reservation of title only if we at the same time obtain the right to further process and resell the goods in the ordinary course of business (extended reservation of title) against (pro rata) assignment of the claims resulting thereform. Any other types of reservation of title are excluded. Current account reservations [Kontokorrentvorbehalt] and multiple reservations for subsidiaries [Konzernvorbehalt] are also excluded.
13. Liability of the purchaser
- We are liable for damages only if (a) liability is mandatory under applicable law, g. in the cases of injury to life and limb [Leben, Körper, Gesundheit], (b) we culpably violate a material contractual obligation (cardinal obligation) or if (c) the damage results from gross negligence or intent. In all other cases any liability on our part shall be excluded, irrespective of the legal basis.
- Our liability is in any case restricted to such damage which we could reasonably foresee or should have been able to foresee at the time of contract conclusion due to the circumstances and facts we knew or should have known. The limitation of liability shall not apply if it is not legally permissible, e.g. in the event of damage caused by intent, or injury to life and limb [Leben, Körper, Gesundheit].
- The above provisions shall also apply for any personal liability of our legal representatives and other employees and vicarious agents [Erfüllungsgehilfen].
15. Confidentiality, ownership of documents, third-party intellectual property rights
The Supplier as well as its employees and representatives shall maintain secrecy with respect to our orders. All information, documents, drawings, drafts, specimens, materials, tools and other objects disclosed and/or sent to the Supplier for manufacturing the object and/or performing the service must not be used by the Supplier for any other purposes or made available to third parties. They shall remain our property at all times. In the event that such documents or objects were acquired by the Supplier at our expense in accordance with special agreements, the Parties agree that title in such documents/objects shall pass to us immediately. The Supplier shall safekeep such documents and objects for us with the due care of a prudent businessman. Such documents and objects, including all reproductions, shall be surrendered to us on request, but at the latest after execution of the order. If the contract is not performed, the Seller shall return such documents/objects to us without prior solicitation.
16. Assignment, place of jurisdiction
- Without our express consent, neither the contract nor individual rights thereunder may be transferred to third parties or
- The place of jurisdiction for both parties for all disputes arising from or in connection with this purchase order is the court of competent jurisdiction for Schönberg, However, we may also sue the Supplier at any other statutory place of jurisdiction.
16.2 The laws of the Federal Republic of Germany shall apply exclusively under exclusion of the conflicts of law provisions. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.