General terms and conditions of purchase

 of the Elbe Group:

G. Elbe & Sohn GmbH, Gerokstrasse 100, 74321 Bietigheim-Bissingen / Germany
ELSO Elbe GmbH & Co.kg, Hans-Elbe-Straße 2, 97461 Hofheim / Germany
ELSO Elbe Hungaria Bt., Kistalyai ut 18; 3300 Eger / Hungaria

General terms and conditions of purchase

 of the Elbe Group:

G. Elbe & Sohn GmbH, Gerokstrasse 100, 74321 Bietigheim-Bissingen / Germany
ELSO Elbe GmbH & Co.kg, Hans-Elbe-Straße 2, 97461 Hofheim / Germany
ELSO Elbe Hungaria Bt., Kistalyai ut 18; 3300 Eger / Hungaria

§ 1 General and Scope

  1. Our Terms and Conditions of Purchase only are definitive in respect of our orders. We do not recognize Suppliers’ Terms and Conditions contrary to or deviating from our Terms and Conditions unless we have expressly agreed in writing to application thereof. Our Terms and Conditions of Purchase additionally apply if we accept without reservation goods from the Supplier in the knowledge of Suppliers’ Terms and Conditions contrary to or deviating from our Terms and Conditions of Purchase.
  2. All agreements made between us and the Supplier for the purpose of performance of this contract shall be recorded in writing in this Agreement.
  3. Our Terms and Conditions of Purchase apply exclusively vis-à-vis Companies.
  4. Our Terms and Conditions of Purchase apply to all future transactions with the Supplier.

 

§ 2 Orders and Written Form

  1. Only orders placed in writing are legally binding. Orders placed either verbally or by tele-phone must be subsequently confirmed in writing in order to acquire legal validity.
  2. All agreements made for the purpose of performance of this Contract must similarly be rec-orded in writing.
  3. The Order Number and other codes indicated in our official order form header shall be quoted in all correspondence relating thereto, i.e. they shall also be shown on all shipping advice, delivery notes, invoices and freight notes.

 

§ 3 Tender and Tender Documentation

  1. We are bound by our order for a period of one week following receipt by the Supplier. The said order must be confirmed in writing within this period.
  2. We reserve title and intellectual property rights in respect of illustrations, drawings, calcula-tions and other supporting documentation; these may not be made accessible to third parties without our express permission. They shall be used exclusively for manufacture on the ba-sis of our order; following completion of the order they shall be automatically returned to us. Confidentiality shall be maintained in respect of them vis-à-vis third parties.

 

§ 4 Prices, Payment Terms and Assignment Ban

  1. The price shown in the order is binding. In the absence of any written agreement to the contrary the price includes carriage paid delivery including packaging. Any obligation to return packaging requires separate agreement.
  2. Prices stated are liable to the statutory rate of VAT if applicable.
  3. We can only process invoices if the latter – in accordance with the instructions in our orders – indicate the order number shown therein. For all consequences resulting from failure to adhere to this obligation the Supplier shall be responsible unless he can demonstrate that he is not responsible for the circumstances.
  4. In the absence of agreement to the contrary we shall pay the purchase price within 14 days calculated from delivery date and receipt of invoice with 3% rebate or net within 60 days from the date of receipt of invoice. The rebate period shall commence upon receipt of in-voice, at the latest however on the date on which the goods – accompanied by such docu-mentation as is agreed or required by statute – are received at the reception location specified by us and which can therefore be inspected within an appropriate period.
  5. We are entitled to rights of offset and retention to the degree provided by statute.
  6. Place of payment shall be our resident place of business.
  7. Claims arising from supply of goods to us may not be assigned to third parties.

 

§ 5 Performance Obligation

  1. The scope of the Supplier’s performance obligation derives from the performance specifica-tions conveyed at the point of conclusion of the Contract or, in the absence of the latter, from details contained in the Supplier’s tender literature and brochures.
  2. We undertake to accept only those quantities or unit numbers ordered. Supply surpluses or shortfalls are only permissible following prior arrangements made with us.

 

§ 6 Shipment and Transfer of Risk Documentation

  1. Delivery shall be carriage paid in the absence of written agreement to the contrary.
  2. The Supplier undertakes to package the goods in such a manner that any occurrence of transit damage is excluded. The goods shall be insured by the Supplier at his cost against transit damage and loss.
  3. A shipment advice shall be sent to us on the date of despatch under separate cover by post. The shipment itself shall be accompanied by a delivery note.
  4. The Supplier undertakes to indicate precisely our order number on all shipment paperwork and delivery notes; should he fail to do so delays in processing, for which we shall accept no responsibility, are inevitable.
  5. Risk shall transfer to us upon receipt of goods at the reception location specified by us.
  6. If the price is agreed as varying from that specified in Paragraph 1 of this Clause on the ba-sis of a specified freight option or as ex works the Supplier shall select the freight option most favourable for us if we have made no special stipulations.
  7. If the packaging used for shipment of the goods is separately invoiced on an agreed basis it is open to us to return it again in serviceable condition carriage paid in return for a credit of at least 2/3 of its calculated value.

 

§ 7 Delivery Period

  1. The delivery time indicated in the order is binding.
  2. Premature deliveries require our written consent.
  3. The Supplier undertakes to inform us immediately in writing if circumstances intervene or become known to him the outcome of which is that the conditioned delivery time cannot be observed. Delivery default is unaffected thereby.
  4. In the event of delivery default we are entitled to statutory claims. We are in particular enti-tled, following expiry to no effect of an appropriate period of grace, to demand damages and withdrawal in lieu of performance. Should we require damages the Supplier is entitled to demonstrate that he is not responsible for the breach of contract.
  5. Acceptance of the delayed goods or services shall not be taken to constitute waiver of dam-ages claims.

 

§ 8 Inspection for Defect and Guarantee

  1. We undertake to inspect the goods within an appropriate period for any recognizable quali-tative or quantitative discrepancies. Complaints shall be deemed timely if received by the Supplier within a period of five working days calculated from the date of receipt of the goods or in the case of concealed defects from the point of discovery.
  2. The Supplier shall provide an assurance that the goods delivered by him are free from de-fect, meet the specifications of the characteristics guaranteed and are in compliance with our requirements.
  3. We are entitled to all statutory guarantee claims to their fullest extent; irrespective thereof we are entitled to require defect rectification or replacement supply at our discretion. In such event the Supplier undertakes to bear all costs occasioned by rectification or replace-ment supply. The right to damages compensation, in particular that to damages in lieu of performance is expressly reserved.
  4. We are entitled to undertake defect rectification in-house at the cost of the Supplier if there exists imminent danger or particular need for urgency.
  5. The Supplier shall ensure that all items subject to purchase agreements are his property and that no third party rights exist (such as for example liens, other creditors, items from claim assignments or other credit securities, sale of accounts receivable, hire purchase, purchase subject to retention of title etc.).
  6. The guarantee period is 24 months from the date of transfer of risk.

 

§ 9 Reservation of Title

We are entitled to resell any goods subject to reservation of title in the course of proper business. Goods become our property from the point of payment of the purchase price. No extended reser-vation of title containing current account or account balance clause exists.

 

§ 10 Product Liability Indemnification and Liability Insurance Protection

  1. If the Supplier is responsible for any product damage he undertakes to indemnify us from third party claims on first demand to the extent that the cause lies in his area of authority and organization and he is himself liable in the external relationship.
  2. In this context the Supplier further undertakes to refund any expenses as defined in §§ 683 and 670 BGB in connection with any recall action implemented by us if. Regarding the content and extent of recall actions implemented we shall inform the Supplier – to the extent that it is possible and reasonable – and shall afford him the opportunity to state his position.
  3. The Supplier undertakes to maintain product liability insurance cover of a EUR 10,000,000.00 lump sum per instance of personal injury/material damage; if we are entitled to further damages claims these shall remain unaffected.

 

§ 11 Industrial Property Rights

  1. The Supplier shall vouch for the fact that no third party rights within the Federal Re-public of Germany are infringed in connection with his supply of goods.
  2. Should we be claimed against by any third party the supplier undertakes to indemnify us from the said claims on first demand; we are not entitled to conclude any agreements whatsoever with the third party – without the consent of the Supplier – and in particular not to reach any settlement.
  3. The Supplier’s indemnification obligation relates to all expenditure necessarily accruing to us as a result of or in connection with the said third party claim.
  4. The statute of limitations period shall be ten years calculated from conclusion of the contract.

 

§ 12 Reservation of Title, Provision, Tooling and Confidentiality

  1. If we provide parts to the Supplier we reserve title thereto. Processing or modification by the Supplier is undertaken on our behalf. If our reserved title goods are processed with other items not belonging to us, we shall acquire joint title to the new item in the ratio of the value of our item to the other items processed at the point of processing.
  2. Should the item provided by us be directly amalgamated with other items not belonging to us we shall acquire joint title to the new item in the ratio of the value or our item to the other items processed at the point of amalgamation. Should amalgamation be in such a manner that the Supplier’s item is regarded as the main item it is hereby agreed that the Supplier shall transfer joint title to us pro rata; the Supplier shall maintain sole title or joint title in safekeeping on our behalf.
  3. We reserve our title to tools; the supplier undertakes to use the tools exclusively for manufacture of the goods ordered by us. The Supplier undertakes to insure tools be-longing to us at new value at his own cost against fire, water damage and theft. He un-dertakes to carry out any necessary servicing and inspection work at his own expense and in a timely manner. Any instances of malfunction shall be notified to us immediate-ly; should he culpably fail to do so any damages claims remain unaffected.
  4. The Supplier undertakes to maintain strict confidentiality in respect of all received illus-trations, drawing, calculations and other supporting documentation and information. They may only be disclosed to third parties with our express permission. This duty of confidentiality also applies following expiry of this Agreement; it expires when and if manufacturing know-how contained in the illustrations, drawing, calculations and other supporting documentation is generally in the public domain.

 

§ 13 Advertising

The use of our Company name for advertising purposes in particular with references in promotion-al literature and the like is only permissible with our express approval.

 

§ 14 Legal Venue and Place of Performance

  1. If the Supplier is a trader listed in the Register of Companies legal venue shall be our resi-dent place of business. We are however also entitled to bring an action against the Supplier at the court at his resident place of business.
  2. Unless indicated to the contrary in the confirmation of order our resident place of business shall be the place of performance.
  3. In respect of these Terms and Conditions of Purchase and all legal relationships between the Supplier and us the laws of Germany shall apply with exclusion of the referral stand-ards of Germany shall apply with exclusion of the referral standards of Geil Law.

the original since 1919

Contact

Elbe Holding
GmbH & Co. KG
Gerokstraße 100
74321 Bietigheim-Bissingen

Phone: +49 7142 353 0
Fax: +49 7142 353 350