General Terms of Purchase (GTP) Status 13.12.2021
J. N. EBERLE & CIE. GMBH that was founded in 1836 (abbreviated: EBERLE) is an internationally organised company. EBERLE produces high-quality strip steel products and industrial band saw blades for industrial applications. Our products are distinguished by the highest precision, quality and maximum performance.
The following “General Terms of Purchase” (“GTP”) apply to orders of a company of Greiffenberger AG as an agreed contractual part.
In the event of contractual relationships designed for a longer duration (limited or unlimited continuing obligations) the validity of the GTP shall also cover future contractual relationships.
These GTP shall also apply if in the knowledge of contradictory terms and conditions of the supplier or those which deviate from our Terms of Purchase, we accept deliveries without reservation.
(a) Our orders and the associated documents respectively changes and supplementations shall require a written form in order to be valid.
(b) Our orders must be confirmed without delay with an order confirmation. If the order acceptance has not been received by us within two weeks after receipt of our order, we reserve the right to withdraw the order.
2. Execution – scope of service and delivery
(a) The contractor has to comply with the respectively valid DIN, VDI, VDE and other regulations and standards of the responsible German Organisations respectively specialist associations. The deliveries and services have to comply with state-of-the-art technology.
(b) Partial, advance or a shortfall in deliveries shall require our explicit consent.
(c) If required, the contractor shall inform the orderer about the progress of the work in its company or at its subsupplier.
3. Delivery time
In the event of service respectively delivery delays we shall be entitled unchanged to the statutory rights and claims under the statutory prerequisites. We do not recognise deviating General Terms of Business of the contractor.
The delivery dates respectively delivery deadlines stated in our orders are – insofar as the contract should stand and fall with the adherence or non-adherence to the delivery time – fix dates, which it is essential to thus adhere to. Decisive for the punctuality of deliveries is their receipt at the agreed place of delivery respectively the fulfilment of the services. In the event of foreseeable non-adherence to the agreed fixed dates the contractor has to report this to us in writing without delay
4. Prices – terms of payment
(a) The prices stated in the order are fixed prices. We shall pay, insofar as not otherwise agreed, the purchase price within 30 days with 3% cash discount or within 60 days net. The term of payment runs from the time, at which both the invoice as well as the goods have been received by us respectively the services have been provided.
(b) Insofar as prices have not been stated or were agreed in advance, these are to be announced immediately. We expect extreme pricing and reserve the right to check the accuracy of the prices stated by you, insofar as they have not been recognised by us in writing, and, if necessary, to jointly set he prices.
(c) Payments made by us shall not mean the recognition of the delivery and services as per contract.
Invoices must be issued separately for each order. The invoices shall state the order number/order code as well as our part number of each individual item.
If the contractor fails to do so, delays in processing are unavoidable for which we are not responsible
6. Transfer of risk
The risk shall pass to us upon transfer of the delivery items to the unloading point specified by us.
7. Shipping instructions
(a) Shipping costs shall generally be borne by the contractor. In the event of a deviating agreement, the contractor shall ship at the lowest cost in each case, insofar as we do not specify a particular mode of transport.
(b) Each delivery shall be accompanied by packing slips and/or delivery notes stating the contents as well as our complete order codes and part numbers and the net and gross weights. Shipment shall be accompanied by the same information and shall be notified to us upon dispatch of the goods, separately from the goods and the invoice. If the contractor fails to do so, delays in processing are unavoidable for which we are not responsible.
8. Warranty – Liability for defects – Product liability
The contractor guarantees that his services and deliveries do not have any defects impairing their value or suitability and that none of the warranted characteristics are missing. We do not waive our warranty claims by accepting the deliveries/services without reservation or by agreeing to drawings submitted.
Acceptance shall be subject to inspection for freedom from defects. We shall notify defects in the delivery without delay as soon as they are detected by us in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects. Insofar as acceptance has been agreed, there shall be no obligation to inspect.
Unless otherwise agreed, the warranty period for all deliveries and services of the contractor shall be 36 months calculated from the transfer of risk or acceptance of performance.
The contractor shall fully indemnify and hold us harmless, even without proof of fault, for all claims based on a defect or defectiveness – within the meaning of the German Product Liability Act [Gesetz über die Haftung für fehlerhafte Produkte – ProdHaftG] – or a missing warranted quality of its delivery and service. This also includes the costs of a precautionary recall action.
We reserve the right to verify the contractually warranted characteristics by means of an acceptance test. The material costs incurred in the process shall be borne by the contractor. We shall bear the personal costs incurred by us.
If we return defective delivery items, the contractor shall bear the costs and risk. The replacement delivery shall be made to us free of charge at the contractor’s expense.
9. Industrial property rights
The supplier guarantees and assures that all deliveries are free of industrial property rights of third parties and, in particular, that patents, licences or other industrial property rights of third parties are not infringed by the delivery and use of the delivery items. The supplier shall indemnify us and our customers against claims of third parties arising from any infringements of industrial property rights upon first written request and shall also bear all costs incurred by us in this connection. We shall be entitled to obtain permission to use the delivery items and services concerned from the entitled party at the supplier’s expense, provided that the costs are kept within reasonable limits
10. Business secret – Means of production, drawings
(a) The Supplier is obliged to treat our orders and all commercial and technical details connected therewith as business secrets. Sub-suppliers shall be bound in the same way.
(b) All means of production, such as descriptions, drawings, plans, tools and other items and documents, which are provided or paid for by us to the supplier for the production of the delivery item – also on a pro rata basis – or which are produced by the supplier according to our specifications, may not be used by the supplier for other purposes, reproduced or made accessible to third parties. The same shall apply to items manufactured with the aid of these means of production or developed or further developed in cooperation with us. Production resources provided or paid for by us remain or become our property and – unless otherwise agreed – are to be handed over to us without request after completion of the order.
(c) Processing or transformation of our material is carried out for us, so that we acquire ownership with the processing. If our goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item to the other processed items at the time of processing.
(d) For each case of infringement of the above Subclauses (1) and (2), the contractor undertakes to pay a contractual penalty in the amount of EUR 10,000.00 (in words: ten thousand Euro). Any further claims for damages shall remain unaffected.
11. Performance of work
Persons who carry out work on the factory premises in fulfilment of the contract shall observe the provisions or regulations of the respective factory regulations – including those for entering and leaving the factory premises. Liability for accidents that happen to these persons on the factory premises is excluded, unless we can be proven to have acted with intent or gross negligence.
12. Ancillary obligations and advice
Contractually agreed ancillary services and advice shall be provided to the best of our knowledge in accordance with the respective state of the art and the conditions of use specified to us. Claims of the supplier arising from a breach of this obligation to perform are excluded, unless they are based on intent or gross negligence on the part of the orderer.
Mere recommendations are made without obligation.
13. Force majeure
(a) If circumstances for which the contractual parties are not responsible lead to a restriction or cessation of business operations, such as war, natural disasters, fire, flooding, explosions, riots, official measures, power failures and industrial disputes, we shall be entitled to withdraw from the contract in whole or in part.
(b) The supplier may only validly invoke force majeure if it notifies us thereof immediately in writing, by fax or in electronic form, at the latest 24 hours (in words: twenty-four hours) before the agreed delivery date. If the notification is not made by the aforementioned deadline, the supplier may only invoke force majeure if the force majeure demonstrably occurred within this period and was the cause of the delay in delivery.
14. Place of performance and jurisdiction
(a) The place of performance shall be the place to which the goods are to be delivered in accordance with our specifications. If no agreement has been made, the place of performance shall be the registered seat of the headquarters of the customer.
(b) The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered seat of our headquarters. However, we are also entitled to sue the supplier at his general place of jurisdiction.
(c) In addition, the law of the Federal Republic of Germany shall apply exclusively.
15. Data protection
(a) We shall store and process the data required for the performance of the contractual relationship – to the extent permissible under the German Federal Data Protection Act [Bundesdatenschutzgesetz].
16. Final provision
Should individual provisions of these Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that most closely reflects the legal and economic purpose of the contract.