For business-to-business (B2B) transactions.
Effective as of July 1, 2025
EHRLE GmbH
Industriestraße 3 | 89165 Dietenheim | Germany
1. These General Terms and Conditions of Purchase apply to all orders, contracts, framework agreements, call-off orders, and other procurement agreements entered into by EHRLE GmbH, hereinafter referred to as “EHRLE,” with business entities, legal entities under public law, and special funds under public law, hereinafter referred to as “Supplier”.
2. These Terms and Conditions of Purchase also apply to all future business relationships with the Supplier, without EHRLE being required to refer to them again for each individual order.
3. Any conflicting or deviating General Terms and Conditions of the Supplier shall not become part of the contract unless EHRLE expressly agrees to their validity in writing.
4. Individual agreements between EHRLE and the Supplier shall take precedence over these Terms and Conditions of Purchase.
1. The Supplier’s offers are free of charge to EHRLE, unless otherwise expressly agreed. This applies in particular to samples, specimens, drawings, sketches, calculations, and other preparatory work.
1. The content of the contract is governed by EHRLE’s order, including the documents referenced therein.
2. Any deviations by the supplier from the order must be expressly and clearly highlighted and shall become part of the contract only if EHRLE expressly agrees to them in writing.
3. Unconditional acceptance of the goods does not constitute agreement to any different terms and conditions. Orders may be canceled as long as the supplier has not expressly accepted them.
4. The Supplier’s order confirmation shall be deemed an acceptance only to the extent that it corresponds to EHRLE’s order. Any deviations shall be deemed a new offer by the Supplier and shall become part of the contract only upon EHRLE’s express acceptance in writing.
5. The Supplier’s general terms and conditions that are attached to, printed on, or referenced in an order confirmation, delivery note, invoice, electronic portal, or other documents shall not apply unless EHRLE has expressly agreed to their validity in writing.
6. This also applies to commercial confirmation letters from the supplier. Silence on the part of EHRLE or the acceptance of deliveries without objection does not constitute consent to deviating terms and conditions, to the extent permitted by law.
7. The supplier bears the burden of proof regarding any agreement that deviates from the order, unless such agreement has been expressly confirmed in writing by EHRLE.
1. Framework agreements, annual demand agreements, forecasts, and call-off agreements shall not constitute a binding purchase obligation for EHRLE unless a specific minimum or fixed purchase quantity has been expressly agreed upon as binding.
2. Forecasts, demand projections, planned quantities, and non-binding call-off schedules do not constitute binding orders. As a general rule, the supplier may not undertake any procurement or production at EHRLE’s expense that exceeds the specifically confirmed demand.
3. EHRLE is entitled to change, postpone, or temporarily suspend call-off quantities and call-off dates, taking the supplier’s operational needs into reasonable consideration.
4. The supplier must immediately notify EHRLE of any significant costs that have already been incurred and cannot be avoided, and must take all reasonable measures to avoid or reduce such costs.
5. EHRLE is obligated to accept safety stock, minimum stock levels, excess inventory, or advance production quantities only if EHRLE has expressly approved these quantities in writing.
6. Materials, components, or finished products intended specifically for EHRLE may only be procured or manufactured to the extent covered by specific purchase orders or an express authorization from EHRLE.
1. EHRLE is entitled to postpone, reduce, or cancel, in whole or in part, any orders that have not yet been fulfilled.
2. Unless a binding minimum purchase quantity has been agreed upon, EHRLE may cancel any uncalled quantities under the framework agreement without any obligation to accept or pay for them.
3. This applies in particular in the event of the cancellation or postponement of a customer order, a change in customer requirements, the discontinuation or modification of a project or product, technical changes, changes in production planning, a shift in production or procurement volumes, or other significant changes in procurement requirements.
4. In the case of expressly binding purchase quantities, the supplier’s rights under the specific agreement and applicable laws remain unaffected.
5. In the event of a reduction or cancellation initiated by EHRLE, the supplier may only claim verifiable costs that are directly attributable to a binding order or an explicit approval and that, despite reasonable measures, cannot be avoided or otherwise utilized.
6. Lost profits, general overhead costs, imputed costs, and the costs of independently established safety or inventory reserves are not eligible for compensation.
7. The supplier must first use the materials and products for other purposes, resell them, or otherwise monetize them; any proceeds shall be credited against any claim.
8. With respect to custom-made parts, EHRLE is obligated to accept them only to the extent that their procurement or manufacture was initiated by a specific, binding order or an express approval.
9. EHRLE’s right to terminate the contract for cause remains unaffected.
1. Delivery periods and dates specified by EHRLE are binding.
2. The supplier must immediately notify EHRLE in writing if an agreed-upon deadline cannot be met. The notification must include the cause, the expected duration, and the corrective measures.
1. If the supplier culpably fails to meet a binding delivery deadline, the supplier shall be deemed to be in default without further notice, provided that the statutory requirements are met.
2. EHRLE is entitled to claim a contractual penalty of 0.5% of the gross value of the affected scope of delivery for each full week of culpable non-compliance, up to a maximum of 5% in total.
3. In the case of framework or call-off orders, the value of the delayed call-off shall generally be the determining factor. The contractual penalty shall be offset against any further damages arising from the same default. EHRLE reserves the right to prove that the actual damages were higher.
4. The supplier can prove that the delay in delivery was not his fault.
1. Partial deliveries are permitted only if EHRLE expressly requests them or approves them in writing. Unauthorized partial deliveries do not entitle the customer to early payment.
1. Unless otherwise agreed, delivery shall be made free to the destination specified by EHRLE in accordance with DDP—Delivered Duty Paid—Incoterms® 2020.
2. The supplier shall bear all costs associated with the delivery, including, in particular, freight, transportation, packaging, insurance, customs duties, and other incidental costs.
3. The supplier bears the risk until the goods are actually delivered at the agreed destination. Section 447 of the German Civil Code (BGB) does not apply.
1. Agreed-upon prices are fixed prices that include all agreed-upon ancillary services. Any changes to prices require EHRLE’s prior express consent. Prices subject to change will not be recognized.
1. Invoices must include the order number, item number, quantity delivered, and any other information required by EHRLE. In the case of incorrect or incomplete invoices, the payment period does not begin until a valid invoice is received.
2. Payments do not constitute acknowledgment of proper delivery or performance, and in particular do not constitute acceptance.
1. EHRLE is entitled to the statutory rights of set-off and retention without restriction. In particular, EHRLE is entitled to set off against counterclaims arising from the entire business relationship.
1. The goods and services must comply with the latest recognized state of the art, legal requirements, relevant standards, and EHRLE’s specifications.
2. Technical specifications, drawings, samples, data sheets, and order documents are binding. The supplier guarantees the agreed-upon characteristics and suitability for the intended use specified by EHRLE.
3. Changes to approved products, materials, production processes, production sites, or key subcontractors require EHRLE’s prior approval if they could affect quality, function, safety, or interchangeability.
1. EHRLE conducts incoming goods inspections in the ordinary course of business, taking into account the nature, scope, and reasonableness of its operational processes. EHRLE is not obligated to conduct inspections beyond those that are customary and reasonable for the specific business in question. Section 377 of the German Commercial Code (HGB) remains unaffected.
2. Apparent defects shall be reported immediately upon discovery; hidden defects shall be reported immediately upon discovery. The report may also be made during further processing, assembly, commissioning, or resale, provided the defect becomes apparent in the course of such activities.
4. Acceptance, processing, assembly, commissioning, or payment does not constitute an acknowledgment that the goods are free of defects.
5. In the event of repeated or systematic defects, the supplier is required, upon EHRLE’s request, to provide a root cause analysis as well as appropriate corrective and preventive measures.
1. EHRLE is entitled to the statutory rights regarding defects without restriction, unless these terms and conditions provide for more extensive rights.
2. The statute of limitations for claims arising from defects is two years, unless a longer period is provided for by law. For work performed, the statutory limitation periods apply; if Section 634a of the German Civil Code (BGB) provides for a longer period, that period remains unaffected.
3. For structures, as well as for items that have been used in a structure in accordance with their customary use and have caused the structure’s defectiveness, the statutory five-year statute of limitations applies, provided that the statutory requirements are met.
EHRLE GmbH – General Terms and Conditions of Purchase (German), effective as of July 1, 2025 7
4. EHRLE’s statutory rights of recourse against the supplier, in particular under Sections 445a et seq. of the German Civil Code (BGB) and Section 478 of the BGB, remain unaffected.
5. The statute of limitations begins to run and is otherwise governed by the provisions of law. The statutory provisions regarding suspension and recommencement remain unaffected.
6. With respect to goods that EHRLE resells to customers or incorporates into EHRLE products, the statutory provisions regarding recourse within the supply chain remain fully applicable.
7. Rectification or replacement affects the statute of limitations only to the extent provided for by law. Payments do not constitute implied acceptance or acknowledgment that the goods are free of defects.
1. In the event of a defective delivery, EHRLE may, at its discretion, demand that the defect be remedied or that a replacement be provided, to the extent permitted by law.
2. The supplier shall bear all costs necessary for subsequent performance, including, in particular, transportation, travel, labor, material, removal, installation, and testing costs.
3. In the event of failure, unreasonableness, or definitive refusal to provide subsequent performance, EHRLE shall be entitled to the statutory rights, including rescission, reduction of the purchase price, and damages.
1. In urgent cases, EHRLE is entitled to remedy a defect itself or have it remedied by a third party without first setting a deadline, if this is necessary to prevent significant disadvantages.
2. This applies in particular in the event of an impending production shutdown, a significant operational disruption, danger to persons or property, a threat to the ability to deliver to customers, or necessary product recalls or safety measures.
3. To the extent that circumstances permit, EHRLE will notify the supplier before taking the action.
1. In the event of a breach of duty by the supplier, EHRLE is entitled to full statutory damages.
2. If, after the effective acceptance of a binding order, the supplier culpably refuses to perform or permanently ceases performance, EHRLE may demand 10% of the net order value as lump-sum damages, to the extent permitted by law.
3. The supplier reserves the right to prove that no damage occurred or that the damage was significantly less.
4. EHRLE reserves the right to prove that the actual damages incurred were higher. The lump-sum compensation for damages will be offset against any additional damages awarded for the same breach.
5. If EHRLE suffers demonstrable damages resulting from the loss or cancellation of a specific customer order due to a breach of duty for which the supplier is responsible, EHRLE may claim the actual damages incurred in accordance with statutory provisions.
1. If EHRLE becomes aware of circumstances that suggest a significant deterioration in the supplier’s financial situation or creditworthiness, EHRLE is entitled to require appropriate security.
2. These include, in particular, the filing of or commencement of insolvency proceedings, significant payment arrears, enforcement measures, and well-founded, substantial doubts regarding the ability to pay.
3. EHRLE may demand a reasonable warranty retention to the extent necessary to secure legitimate claims. The supplier may avoid this by providing a directly enforceable, open-ended guarantee acceptable to EHRLE.
1. All tools, molds, models, fixtures, test equipment, materials, components, and other items provided by EHRLE or paid for in whole or in part by EHRLE shall remain the property of EHRLE.
2. The supplier may use these items solely for the purpose of fulfilling orders from EHRLE and must handle and store them with care, in a professional manner, and in accordance with their intended use.
3. Tools, molds, fixtures, and other items belonging to EHRLE that are located at the supplier’s premises for production, processing, use, or storage must be adequately insured against the relevant risks of property damage and loss at the supplier’s expense for the entire duration of the supplier’s custody of such items.
4. The insurance coverage must include, in particular, fire, explosion, burglary, theft, vandalism, water damage from plumbing, storm, hail, flooding, and other natural hazards relevant to the specific location, to the extent that these risks are insurable.
5. Insurance coverage must be obtained for at least the replacement value required by EHRLE in the event of a loss, but in no case less than the new value, provided that such value can be determined.
6. The supplier shall bear all insurance premiums and other costs associated with the insurance coverage.
7. Upon request, the supplier must provide EHRLE with proof of existing insurance coverage, including the agreed-upon insured amount and the insured risks.
8. The supplier shall, at its own expense, properly care for, maintain, preserve, and repair the items to the extent that this is necessary and reasonable based on their use, storage, age, condition, or operational requirements.
9. The supplier shall be liable for any damage caused by improper handling, lack of care, improper storage, or failure to perform required maintenance.
10. Upon completion or termination of the respective order, the supplier must return all items belonging to EHRLE immediately and in proper condition.
11. The supplier shall maintain an up-to-date inventory list of all tools, molds, and fixtures belonging to EHRLE and shall provide this list to EHRLE upon request.
12. The Supplier’s obligations shall apply regardless of whether and to what extent an insurer provides coverage in the event of a claim.
1. EHRLE’s documents and intellectual property remain the property and intellectual property of EHRLE and may be used solely for the purpose of fulfilling the contract.
2. With respect to customer-specific developments, designs, tools, molds, software, or other work products developed for EHRLE and paid for by EHRLE, EHRLE shall receive exclusive rights of use that are unlimited in terms of time, territory, and content, to the extent permitted by law.
3. The Supplier’s pre-existing know-how remains unaffected. To the extent necessary for the use of the work product developed for EHRLE, EHRLE shall be granted a perpetual, irrevocable, and, where necessary, sublicensable right of use.
1. The supplier warrants that its deliveries and services do not infringe upon the rights of third parties.
2. In the event of claims by third parties, the supplier shall indemnify EHRLE against any valid claims and the necessary costs of legal defense, expert opinions, and other defense costs, to the extent that the supplier is responsible for the infringement.
1. If EHRLE faces claims from third parties due to a product defect for which the supplier is responsible, the supplier shall indemnify EHRLE against all valid claims.
2. This indemnification includes, in particular, claims under the Product Liability Act as well as necessary and reasonable costs associated with recalls, customer notifications, replacement measures, inspections, expert opinions, proceedings before government authorities, and legal defense.
3. The supplier shall provide EHRLE with comprehensive support in investigating product damage and implementing recall measures.
1. The supplier agrees not to specifically solicit EHRLE customers—with whom it comes into contact in connection with an EHRLE order, or whose identity or contact information becomes known to it as a result of the business relationship—for similar products or services in a manner that circumvents EHRLE.
2. During the business relationship and for a reasonable period thereafter, the supplier may not specifically supply such customers—by circumventing EHRLE—with products or services that are the subject of the respective EHRLE customer relationship.
3. The prohibition does not apply to business relationships with the supplier that can be proven to have existed prior to this. General advertising not targeted at EHRLE customers is not covered.
1. The supplier shall treat all confidential information provided by EHRLE as strictly confidential and shall use it solely for the purpose of fulfilling the contract.
2. Confidential information includes, in particular, technical information, drawings, bills of materials, prices, cost estimates, customer data, terms of delivery, development data, production processes, software, business strategies, and sales information.
3. The confidentiality obligations shall continue even after the business relationship has ended.
1. The supplier shall comply with the applicable data protection regulations. Where necessary, a data processing agreement shall be entered into prior to the processing of data on behalf of the client.
2. The supplier shall take appropriate technical and organizational measures to protect EHRLE’s data and systems and shall immediately report any security incidents, cyberattacks, or data losses.
1. The supplier shall comply with all applicable legal requirements governing its services, in particular those relating to anti-corruption, money laundering, export controls, foreign trade, sanctions, human rights, and occupational safety.
2. The supplier shall notify EHRLE immediately if export controls, sanctions, or other legal restrictions jeopardize the delivery.
1. The supplier shall be liable in accordance with statutory provisions for damages caused by its own fault or that of its agents.
2. This applies in particular to damages resulting from defective products, delayed delivery, breaches of duty, infringements of intellectual property rights, breaches of confidentiality obligations, data protection violations, and violations of security requirements.
3. The supplier is liable for its subcontractors to the extent that they are engaged to fulfill the contract. Mandatory statutory liability provisions remain unaffected.
1. In the event of repeated or significant delivery delays, repeated or significant quality defects, material breaches of agreed-upon technical or compliance requirements, or a material deterioration in the supplier’s financial performance, EHRLE is entitled to take appropriate measures to ensure supply.
2. This includes, in particular, the allocation of quantities to other suppliers, the adjustment or reduction of call-offs, and, to the extent permitted by law and contract, the termination of the relevant framework agreements or continuing obligations.
3. If there is a risk of a production shutdown or a significant disruption to customer supply, EHRLE may switch to alternative sources of supply at short notice. Rights to compensation for damages and other statutory rights remain unaffected.
4. In the event that a change of supplier is necessary, the supplier shall assist EHRLE by providing the necessary technical information, drawings, specifications, and other documentation required to ensure delivery capability, to the extent that such information is to which EHRLE is entitled or was prepared for EHRLE.
1. Events of force majeure and other unforeseeable events beyond the reasonable control of the affected party that temporarily make the performance of obligations significantly more difficult or impossible may release the affected party from its obligation to perform for the duration and to the extent of their specific effects.
2. Force majeure includes, in particular, natural disasters, war, terrorism, government measures, epidemics, or pandemics, provided that the specific event directly impairs the provision of services. The following, in particular, shall not be considered force majeure: ordinary procurement problems, price increases, staff shortages, internal operational disruptions, foreseeable transportation delays, and the insolvency or failure of subcontractors, provided that the supplier could have avoided or controlled these risks by taking reasonable measures.
3. The affected party must notify EHRLE in writing without delay—and no later than 48 hours after becoming aware of the issue—regarding the onset, cause, specific effects, expected duration, and corrective measures taken.
4. The supplier must take all reasonable measures to minimize the impact of the disruption and restore its ability to deliver. Agreed delivery dates will not be automatically extended; the supplier must provide evidence of the specific disruption and its duration.
5. In the event of delivery disruptions lasting longer than 30 calendar days or involving significant disruptions, EHRLE is entitled, after a reasonable balancing of interests, to cancel affected orders or call-offs in whole or in part, procure quantities from other sources, or terminate the relevant continuing contractual relationships for good cause, to the extent permitted by law.
6. EHRLE’s statutory rights—in particular, the right to damages, rescission, termination, or alternative procurement—remain unaffected.
1. In the event of any contradictions or discrepancies between the contract documents, the following order of precedence shall apply, unless otherwise expressly agreed in a specific case:
a) Individual agreements between EHRLE and the supplier
b) The respective purchase order or call-off from EHRLE
c) Technical specifications and attachments expressly designated in the purchase order or call-off
d) These General Terms and Conditions of Purchase
e) Other documents expressly incorporated by EHRLE.
2. An order confirmation or any other document from the supplier does not constitute an individual agreement within the meaning of paragraph 1, unless EHRLE has expressly confirmed its deviating content in writing.
3. The Supplier’s general terms and conditions, regardless of their designation, shall not apply unless EHRLE has expressly agreed to their application in writing.
4. Any amendments or additions to a contract or purchase order must be made in writing, unless a more stringent form is required by law.
5. Any implied amendment or supplement to the contractual agreements resulting from actual conduct, repeated business transactions, or the unconditional acceptance of deliveries or payments is excluded to the extent permitted by law.
6. The place of performance for deliveries and services is the destination specified in the respective order. For EHRLE’s payment obligations, EHRLE’s registered office shall be deemed the place of performance, to the extent permitted by law.
7. All legal relationships between EHRLE and the supplier shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the provisions of private international law, insofar as such provisions refer to the application of another legal system.
8. To the extent permitted by law, the exclusive venue for all disputes arising out of or in connection with the business relationship shall be EHRLE’s place of business. EHRLE is also entitled to sue the supplier at the supplier’s general venue or at any other venue permitted by law.
9. The agreement on the place of jurisdiction is valid only to the extent that the statutory requirements for such an agreement are met.
10. Should any provision of these Terms and Conditions of Purchase be or become invalid, unenforceable, or impracticable, in whole or in part, the validity of the remaining provisions shall remain unaffected.
11. In lieu of the invalid or unenforceable provision, the statutory provisions shall apply, unless a valid provision can be agreed upon that comes as close as possible to the economic purpose of the original provision.
12. If there are multiple language versions of these Terms and Conditions of Purchase, the German version shall prevail in the event of any contradictions or differences in interpretation.
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