ETG Elevator Trading GmbH, Kömmlitzer Str. 5, 04519 Rackwitz, Germany
§ 1 General Scope of Application
- The General Terms and Conditions of Purchase (hereinafter referred to as „GTC“) shall apply to the business transactions between ETG Elevator Trading GmbH and the Supplier, unless otherwise expressly stipulated below.
- We shall not be bound by the Supplier’s terms and conditions of delivery, even if they are not formally objected to.
- The invalidity of individual parts of the contract shall not affect the legal validity of the remainder of the contract.
- Any deviation of an order confirmation from our orders shall be deemed a rejection of our order. If delivery is nevertheless made, this shall be irrefutably deemed to be an acceptance of our terms and conditions of purchase.
- Individual agreements made with the supplier in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these EB. A written contract or our written confirmation shall be authoritative for the content of such agreements. Text form (e.g. fax, e-mail) shall suffice for our written declarations.
- References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall apply insofar as they are not directly amended or expressly excluded in these EB.
§ 2 Conclusion of contract, documents, changes in performance
- Our orders shall be confirmed in writing within a period of 3 days, stating our order number. Confirmed dates are binding fixed dates. Orders placed verbally or by telephone shall only become effective upon our written confirmation.
- The supplier shall notify us immediately in writing of any changes/extensions to the scope of delivery/service that prove necessary during execution. They require our prior written consent.
- Requests for changes shall be reviewed by the supplier within 3 days with regard to their possible consequences and we shall be informed of the result in writing. In particular, the effects on the technical execution, the costs and the time schedule shall be pointed out. If we decide to implement the changes, the contract shall be amended accordingly in writing.
- Offers and elaborations of the supplier are free of charge for us.
- All tools, models, samples, drawings or other documents which we provide to the supplier remain our property and must be kept secret.
- They may not be made available to third parties for inspection or disposal without our consent
§ 3 Delivery dates, place of performance, transfer of risk
- The place of performance shall be the agreed place of destination or the place of destination determined by us in the individual case (obligation to deliver).
- Transport shall be at the risk of the supplier without exception. The risk of accidental loss and accidental deterioration shall pass to us upon handover at the place of performance.
- Culpable non-compliance with agreed delivery dates shall oblige the supplier to pay damages in addition to performance without further reminder. We expressly reserve the right to assert further claims for breach of duty.
- As soon as the supplier becomes aware of a delay, he must inform us immediately in writing and provide a new binding delivery date. In this case, we have the right to refuse performance.
- In the event of a delay in delivery, we shall be entitled to claim liquidated damages for the delay amounting to 0.5% of the value of the delivery per calendar week or part thereof, but not more than a maximum of 5% of the value of the goods.
- In the event of premature delivery, we shall be entitled to return the goods to the supplier. If we refrain from doing so, the goods shall be stored by us at the supplier’s expense and risk until the delivery date.
- The supplier shall in principle only be entitled to make partial deliveries/services with our written consent.
§ 4 Prices, Payments
- Prices are fixed prices including packaging to the agreed place of receipt
- Due invoices shall be issued in Euro. All invoices must be sent to us in duplicate with all related documents and data after delivery. As a matter of principle, we shall pay all present and due invoices with a 3% discount after 21 days. Invoices without discount are due for payment within 60 days from delivery and receipt of invoice. We shall not be in default of payment without a reminder from the supplier.
- Each invoice must show the legally owed sales tax separately. Invoices may not be enclosed with the delivery of goods.
- The due date shall not apply if the delivery is defective.
§ 5 Delivery, Packaging
- Each delivery shall be accompanied by a delivery bill containing our article and order number.
- Packaging materials shall be taken back by the supplier free of charge at the place of handover in accordance with the Packaging Ordinance.
§ 6 Ownership, assignment of claims
- The rights and obligations arising from the contract may not be assigned by either party without the consent of the other.
- Since the goods ordered by us usually become our products through processing or treatment and any reservation of title thereby expires, all deliveries to us must be made free of such reservations. Retention of title in favor of the supplier as well as third parties is excluded.
- Any material handed over by us to the supplier for processing within the framework of a contract shall remain our property. Any combination, mixing or processing with other materials or movable (main) items shall be carried out exclusively on our behalf or with our express written consent. The supplier shall be liable to us for loss of or damage to our property.
- The supplier may only offset our claims against undisputed or legally established claims or assert rights of retention.
§ 7 Defects, Complaints, Warranty, Liability
- The Supplier shall be liable for its performance without limitation in accordance with the law, and otherwise in accordance with the following provisions.
- The Supplier shall render its performance free of defects so that it possesses the contractually warranted characteristics and is not afflicted with defects which nullify or reduce its value or its suitability for the ordinary use or the use assumed by us when the order was placed. The supplier shall be liable in particular for ensuring that the item has the agreed quality at the time of transfer of risk.
- The product descriptions which are the subject of the order or which were included in the contract in the same way as these EB shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from the supplier or from us, provided that it is only sufficiently designated in the order – also by reference.
- Damaged or incorrectly delivered goods are to be exchanged by the supplier free of charge for us. In the event of a complaint, we shall charge the supplier a flat-rate processing fee of EUR 48.00. Instead of the flat-rate processing fee, we may demand reimbursement of the actual expenses incurred if we can provide appropriate evidence. We are entitled to deduct the processing fee from the invoice amount of the supplier.
- We inspect the goods at the place of destination in the course of our business. Our incoming inspection is limited to obvious defects. Notices of defects shall be deemed to have been given in good time if they are made within 12 days of receipt of the goods or, in the case of hidden defects, after their discovery. This shall also apply to treated or processed delivery items. The supplier shall respond to the notices of defects in writing within 3 days. Payments do not mean a waiver of the right to complain. We shall only accept rejected goods for the account and at the risk of the supplier and store them on his behalf.
We shall be entitled to demand, at our discretion, rectification of defects or replacement delivery. In this case, the supplier shall be obliged to bear all expenses necessary for the purpose of rectifying the defect or making a replacement delivery, which we shall have to bear in relation to our customer if the defect was already present when the risk passed to us.
- We shall be entitled to demand, at our discretion, rectification of defects or replacement delivery. In this case, the supplier shall be obliged to bear all expenses necessary for the purpose of rectifying the defect or making a replacement delivery, which we shall have to bear in relation to our customer if the defect was already present when the risk passed to us.
- A rectification of defects by the supplier shall be deemed to have failed already after the first unsuccessful attempt. We expressly reserve the
- We shall also have the right to withdraw from the contract if the breach of duty in question is only insignificant.
- The statutory warranty / guarantee claims shall become statute-barred within 24 months after the transfer of risk, unless the law provides for longer periods. Insofar as claims are asserted against us by third parties on account of the defectiveness of the goods (entrepreneur recourse), the limitation period shall be suspended until the expiry of a maximum of 5 years. The supplier’s liability for defects shall end 10 years after delivery of the goods at the latest. This limitation shall not apply if our claims are based on facts which the supplier knew or could not have been unaware of and which he did not disclose to us. The Supplier hereby assigns to us – on account of performance – all claims to which it is entitled against its upstream suppliers on account of and in connection with the delivery of defective goods. He shall hand over to us all documents required for the assertion of such claims.
- The supplier shall remedy defects free of charge – including ancillary costs. If this is not possible, or if we cannot reasonably be expected to accept repaired parts, the supplier shall replace the defective parts with faultless parts free of charge.
- In urgent cases or if the supplier is in default with the rectification of defects, we may carry out the necessary measures ourselves or have them carried out by a third party at the supplier’s expense. We shall inform the supplier in writing before carrying out the rectification. If this is not possible, in urgent cases the measures necessary to avert the damage may be carried out without prior notification; in such cases we shall make good the notification without delay. The supplier’s warranty obligation shall remain unaffected unless the defects are due to measures carried out by us or a third party.If it is not possible to remedy the defect or if we cannot reasonably be expected to do so, we may demand rescission or a reduction in the purchase price.
- In the case of defects, the warranty period shall be extended by the time between the notification of the defect and the rectification of the defect. If the delivery item/service is newly delivered, completely or partially repaired or replaced, the warranty period for the newly delivered, replaced or completely or partially repaired item shall start anew.Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties upon first request, insofar as the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
- Within the scope of his liability for cases of damage within the meaning of the above paragraph, the supplier shall also be obliged to reimburse any expenses pursuant to Sections 683, 670 of the German Civil Code (BGB) as well as pursuant to Sections 830, 840 of the German Civil Code (BGB), which also arise or arise in connection with a recall action carried out by us. We shall inform the supplier of the content and scope of the recall measure to be carried out, insofar as this is possible and reasonable, and give him the opportunity to comment. Other legal claims remain reserved.
- In the event of deviations in weight, the weight or quantity determined by us at the time of notification of receipt shall apply.
- The supplier guarantees the subsequent delivery of spare parts or assemblies for 10 years from the date of delivery.
§ 8 Performance of services, insurance
- The Supplier shall provide its services in accordance with the laws and regulations in force in the Federal Republic of Germany; it shall comply with the requirements of the authorities, court decisions and shall apply the technical rules, standards and guidelines in the versions valid at the time of conclusion of the contract.
- The supplier is obliged to test the products in accordance with general German industrial standards and to make the test results available to us free of charge upon request.
- The supplier is not entitled to have the order or essential parts thereof executed by third parties without our written consent.
- For the duration of the contract, including warranty periods, limitation periods for defect claims, the supplier must have liability insurance for personal injury, property damage and financial loss with a minimum coverage of € 2.0 million per damaging event, which he must provide proof of at our request.
§ 9 Copyright
- The supplier shall be responsible for ensuring that the delivery or service does not infringe the industrial property rights and copyrights of third parties. He shall allow us to use the delivery, including any repairs, modifications or additions to the delivered items in Germany and abroad, and shall indemnify us against all claims of third parties in this respect.
- We shall be entitled to obtain permission for the use of the delivery items and services concerned from the entitled party at the Supplier’s expense.
§ 10 Place of Jurisdiction, Miscellaneous
The exclusive place of jurisdiction shall be the principal place of business of the Customer. The law of the Federal Republic of Germany shall apply to these EB and all legal relationships between us and the Supplier, to the exclusion of all international and supranational (contractual) legal systems.