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Terms and conditions of purchase

Terms and conditions of purchase

The following terms and conditions shall apply to all orders placed by EHRLE with suppliers and other contractors, hereinafter referred to as suppliers.
The supplier’s general terms and conditions shall not be recognized unless they are expressly confirmed by EHRLE in text form.
Only the content of EHRLE’s orders shall be authoritative. Any deviations from the order shall be clearly emphasized and, moreover, shall only be valid if they are expressly acknowledged by EHRLE in writing, electronically or by fax. The unconditional acceptance of goods shall not constitute consent. Orders placed by EHRLE shall be revocable unless the supplier has already accepted them in writing or electronically. The supplier shall bear the burden of proof for the acceptance of an order.
Offers submitted to EHRLE shall always be free of charge. This shall also apply if the supplier prepares and transmits samples, sample drafts, sketches or similar for this purpose.
Unless otherwise agreed, the delivery (service) and shipment shall be made free of all charges at the expense and risk of the supplier at the place specified by EHRLE (“DDP destination” – Incoterms 2000). In principle, the supplier shall bear all ancillary costs of the service, in particular freight, transportation, packaging, any insurance and other ancillary costs, unless expressly agreed otherwise. The supplier shall bear the material risk until acceptance of the goods by EHRLE or a person authorized by EHRLE at the place to which the goods are to be delivered in accordance with the order. § Section 447 BGB shall not apply.
EHRLE shall not be obliged to inspect the goods delivered by the supplier without delay or to give notice of any defects without delay. § Section 377 HGB shall not apply.
The supplier shall in principle perform the work itself. Orders received from EHRLE may only be passed on to third parties with the express consent of EHRLE in text form.
The supplier shall not be entitled to make partial deliveries unless such deliveries are expressly requested by EHRLE or approved in text form or are reasonable for EHRLE taking into account the circumstances of the individual case.
Delivery periods and deadlines specified by EHRLE shall always be binding. The supplier shall be in default without reminder if the deadline is exceeded. In the event of a missed deadline, EHRLE shall be entitled to charge a contractual penalty of 0.5% of the gross order value for each week or part thereof by which the delivery period or deadline is exceeded, up to a maximum of 10% of the total gross order value, without the need for EHRLE to provide specific proof of damages. EHRLE shall be entitled to prove and claim higher actual damages, to demand compensation for non-performance or to withdraw from the contract. This shall not apply if performance is not rendered as a result of circumstances for which the supplier is not responsible. The supplier shall be at liberty to prove that EHRLE has suffered less damage.
Agreed prices shall always be fixed prices, including all ancillary costs. Prices subject to change shall not be recognized by EHRLE. In cases of doubt, EHRLE’s order or order confirmation shall apply. All invoices from the supplier must show EHRLE’s order number. If these requirements for invoices are not met by the supplier, EHRLE shall be entitled to assert a right of retention until a proper invoice is sent.
Unless otherwise agreed, the prices are net prices plus the applicable statutory VAT.
EHRLE shall be fully entitled to the statutory rights of set-off and retention. The right of set-off and retention shall apply without restriction to all counterclaims of EHRLE arising from the entire business relationship with the supplier.
The delivered goods shall comply with the latest state of the art and the order documents of EHRLE and shall have all warranted characteristics. The supplier is aware that EHRLE is certified according to ISO 9000/9001. The supplier expressly warrants that the goods delivered or services rendered fully comply with this EHRLE quality standard.
The warranty period shall be two years and shall generally commence with the transfer of risk to EHRLE. If the contract for goods to be supplied by the supplier between EHRLE and a customer is a sale of consumer goods, the period shall not commence until the transfer of risk to the customer. A warranty period of 6 years shall be deemed agreed for all construction services or goods intended for construction services. Any subsequent performance or replacement delivery shall restart the warranty period, unless the defect was only minor. Payments do not constitute implied acceptance.
If defects become apparent before or on transfer of risk or occur during the warranty period, the supplier shall, at its own expense and at EHRLE’s discretion, either remedy the defects or make a replacement delivery. If EHRLE demands the rectification of defects or a replacement delivery and the supplier is in default with the rectification of defects or replacement delivery, EHRLE shall be entitled, without setting a grace period, to withdraw from the contract in whole or in part or to demand a reduction in price or to rectify the defect or make a new delivery itself or have it made at the supplier’s expense or to demand compensation for non-performance. The same shall apply if the supplier finally refuses to remedy the defect or make a replacement delivery or declares itself unable to do so within a reasonable period of time.
In urgent cases in which EHRLE is under an obligation to its own customers and EHRLE would otherwise be at risk of disadvantages, EHRLE shall be entitled, in deviation from clause 15, to carry out subsequent performance at the supplier’s expense without setting a deadline and without delay on the part of the supplier. The supplier shall be obliged to bear the corresponding costs of subsequent performance vis-à-vis EHRLE despite the absence of a deadline being set and despite the absence of default. Alternatively, EHRLE shall also be entitled to claim the corresponding reduction in price without setting a grace period, provided that this is also demanded of EHRLE by the customer.
In all cases in which EHRLE is entitled to claim damages, e.g. in the event of withdrawal, warranty and other breaches of contract, EHRLE shall be entitled to demand liquidated damages amounting to 10% of the total order value. If EHRLE loses a customer order due to a breach of contract in the event of defective or delayed delivery, the lump-sum compensation shall amount to 25% of the respective order value. Both EHRLE and the supplier shall be at liberty to prove higher or lower damages.
In the event that EHRLE becomes aware of facts that indicate difficulties with the supplier’s creditworthiness, EHRLE shall be entitled to withhold 10% of the warranty on all goods delivered for the duration of the warranty period. The supplier may avert the warranty retention by providing security or by providing a directly enforceable unlimited guarantee.
EHRLE’s samples, specimens, tools, molds, drafts, drawings etc. must be returned to EHRLE at the latest with the last contractual delivery. They may not be passed on to third parties without EHRLE’s consent, nor may goods manufactured in accordance with them. Drawings, plans and other documents pertaining to the order shall remain the property of EHRLE. EHRLE reserves all copyrights to the documents.
If tools, molds, samples, drafts, drawings, etc. were produced by EHRLE’s supplier, EHRLE shall be entitled to all exclusive rights of use and copyright to these molds. This shall also apply if the aforementioned works are produced by the supplier according to specifications or with the cooperation or assistance of EHRLE. Irrespective of the degree of EHRLE’s contribution, EHRLE shall be entitled to the exclusive rights of use to the works.
If claims are asserted against EHRLE by a third party because the supplier’s delivery infringes a statutory property right of the third party, the vendor undertakes to indemnify EHRLE against these claims on first demand, including all necessary expenses incurred by EHRLE in connection with the claim asserted by the third party and its defense.
If claims for damages are asserted against EHRLE by third parties due to a product defect for which the supplier is responsible, the supplier shall indemnify EHRLE on first demand against all third-party claims, including the costs necessary to defend against such claims, if the cause lies within the supplier’s sphere of control and organization.
The supplier shall grant EHRLE absolute customer protection. The supplier is prohibited from directly advertising or supplying EHRLE’s customers or competing with EHRLE in any other way.
Furthermore, upon acceptance of the first order, each supplier undertakes to treat all information about EHRLE that it requests in connection with the execution of orders as strictly confidential. Confidential information shall include all information that is recognizably trustworthy and the disclosure of which could cause damage to EHRLE.
The supplier shall be liable for slight negligence, gross negligence and intent on its own behalf and that of its employees. If the supplier’s employees carry out work on EHRLE’s premises, they shall be subject to the provisions of EHRLE’s company regulations. EHRLE shall only be liable for damage caused to these persons in the event of willful intent or gross negligence. Excepted from this is liability for damage resulting from injury to life, limb or health caused by a negligent breach of duty by EHRLE.
The place of performance and jurisdiction for deliveries and payments, as well as all disputes arising between the parties, shall be Ehrle’s head office, i.e. 89165 Dietenheim, or the court having subject-matter jurisdiction for Dietenheim, provided that Supplier is a merchant, a legal entity under public law or a special fund under public law. Ehrle shall also be entitled to sue Supplier at its registered office.
The legal relationship between EHRLE and the supplier shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).