1. General Provisions
Our contracts are awarded exclusively under the following terms and conditions. We do not recognise the supplier’s terms and conditions, even if we do not explicitly object to them. Deviations agreed upon for specific cases cannot be applied in general.
We only accept non-binding offers at no charge for us.
Orders and other agreements and arrangements, as well as changes to these terms and conditions, must be made by us in writing. An order shall be considered completely accepted if we have not received a written statement to the contrary from the supplier within one week.
4. Order Confirmations
If our orders are not confirmed within one week, they are no longer binding for us. Confirmations must be issued in writing. Changed confirmations shall be considered new offers.
5. Prices, Payment
5.1. The prices specified shall be considered fixed prices. Increases in price require our consent.
5.2 Unless otherwise agreed, the prices include shipping and packaging. Shipments for which we have explicitly agreed to pay all or part of the shipping costs in individual cases shall be shipped at the lowest rates or according to our shipping instructions.
5.3 If we pay within two weeks of receiving the invoice and proper receipt of the goods, we shall receive a discount of 3%.
6. Delivery Times, Deliveries
6.1 The agreed date/goods receipt date is binding. The supplier is obligated to immediately inform us of any delays and to specify the expected duration of the delay.
6.2 In case of a delay, we are entitled to demand a flat discount rate of 0.5% to a maximum of 5% of the total value of the order as compensation for each full week of the delay. The supplier shall also bear all verifiable costs and expenses resulting from a delayed shipment caused by the fault of the supplier. Acceptance of a late delivery or service does not indicate waiver of the compensation.
6.3 If a shipment is delayed or prevented by force majeure, the supplier is obligated to inform us as soon as possible of the circumstances and how long they will last, and shall bear the damages resulting from a violation of this obligation in which the supplier is at fault.
6.4 If the supplier fails to deliver at the appointed time, we are entitled to rescind the contract after an appropriate grace period has elapsed without the goods being supplied. The supplier shall not have the right to demand compensation. Apart from that, the legal provisions shall apply.
6.5 We are entitled to refuse to accept goods that are delivered before the delivery date specified in the order and to send them back or store them on a third party’s premises at the expense and risk of the supplier.
6.6 We shall only acknowledge excess deliveries if we have confirmed in writing that we shall do so. We are also entitled to refuse to accept the amount in excess of the order and to send it back or store it on a third party’s premises at the expense and risk of the supplier.
6.7 Risk of loss: The supplier shall bear the risk of accidental destruction or accidental damage until we have accepted the delivery.
Ownership of the goods is transferred to us when we receive them.
8.1 The limitation period for warranty claims and other claims against the supplier shall be two years unless a longer period applies according to law. This period shall begin with acceptance of the delivered goods.
8.2 We are not obligated to make a detailed inspection of the goods after receipt. If defects are detected during random inspections, we shall be entitled to send back the entire lot of goods or to inspect all of the goods at the supplier’s expense and risk, and to demand replacements for the parts that actually have defects; this shall not affect other claims to which we are entitled. The supplier shall bear the costs of inspecting the replacement delivery.
8.3 Complaints about a defect, an incorrect delivery or delivery of an insufficient quantity made within two weeks shall always be considered to be within the appropriate time period. Complaints do not have to be in writing.
8.4 In case of a defect, we are entitled to our legal rights. In addition, if the supplier is at fault, the supplier shall compensate for the damages caused to us by the defects. In urgent cases, we are entitled, at the supplier’s expense, to rectify the defects ourselves or have them rectified. In particular, this also applies to defects determined during processing, or those that we rectify for scheduling reasons or in order to mitigate damages. This shall not affect any other claims unless, taking into consideration the interests of both parties, this would be unreasonable for the supplier. Payments we make to the supplier shall not be considered a waiver of a notice of defects.
8.5 The limitation period or warranty period shall be interrupted by a written complaint for claims based on defects or damages. For parts that were repaired or replaced in the course of rectification, a new warranty period shall begin at the point at which the obligation to rectify the defects has been fulfilled. This shall not affect other causes of suspension or interruption.
9. Rights of Third Parties
The supplier warrants that the delivered goods are not subject to the rights of third parties, in particular to patents, trademarks or similar rights, even in cases in which we are aware of this type of third-party right; in this case, the supplier must ensure that no claims can be made against us or our customers on the basis of these rights. The supplier is obligated to immediately inform us if any third party makes a claim based on a violation of rights related to the delivered goods. To the extent that the claim orders us to cease and desist, the supplier must compensate for all damages resulting from our temporarily or permanently ceasing the relevant actions according to reasonable discretion in cases in which the supplier is at fault for the violation of rights or violation of the obligation to inform us.
10. Export Controls
European legal regulations must be observed during performance of foreign trade controls and when independently ensuring a reliable supply chain. In particular, negotiations and their results, confidential documents and shipping data must be handled confidentially.
11. Product Liability
11.1 The supplier is obligated to indemnify us from all claims based on product faults or manufacturer errors caused by the delivered goods, in particular if the delivered goods do not meet the agreed or applicable requirements. The supplier is excluded from objection on the basis of contributory negligence on our part, unless our managerial employees or parties that are authorised to represent us acted with wilful intent or gross negligence.
11.2 In particular, the supplier is obligated to bear all installation and removal costs, as well as recall costs, in cases in which it can be proven that the faulty delivery caused these costs. For this reason, we recommend that the supplier take out special liability insurance with a sufficient amount of coverage for installation and removal costs, as well as recall costs. The supplier confirms that it has appropriate and sufficient product liability insurance, and is obligated to provide suitable proof of this insurance upon request.
11.3 The supplier undertakes to ensure that the products he delivers comply with the provisions of Regulation (EC) No. 1907/2006 concerning the registration, evaluation, authorisation and restriction of chemicals (REACH). Insofar as the provisions of the REACH regulation require this, the substances contained in the supplier’s products are pre-registered, or registered after expiry of the transitional periods, provided that the substance is not exempt from registration.
11.4 The supplier guarantees that the products he delivers do not contain any substances from the so-called candidate list (of Substances of Very High Concern – SVHC) as per Art. 59 paragraphs (1) and (10) of the REACH regulation. In accordance with Art. 33, paragraph 1 of the REACH regulation, the supplier undertakes to inform us immediately in writing if – for whatever reason – the products he supplies contain substances from the candidate list; this applies, in particular, in instances where the candidate list is expanded or supplemented. The supplier must identify the individual substances by name and provide information on the percentages by mass with the greatest possible accuracy.
11.5 The supplier undertakes to comply with Art. 67 of the REACH regulation, which restricts the manufacture, placing on the market and use of certain dangerous substances, as described in Annex XVII of the REACH Regulation, as such, and in the event that such substances are contained in preparations and products.
12. Production Documents, Tools
12.1 Drawings, plans, models and technical specifications of any kind that we provide to the supplier for the purpose of submitting an offer or fulfilling an order shall remain our property. The supplier may neither use them for other purposes, nor duplicate them or allow third parties access to them. The supplier is obligated to take suitable measures to protect the confidentiality of these documents.
12.2 Goods produced on the basis of our documents may only be delivered to third parties after we have provided explicit written consent.
12.3 Tools that we have partially or completely paid for shall generally become our property once they are produced, or at the latest when we have paid for them. We have commissioned the supplier to produce or procure them, process them, store them; insure them against catastrophes such as fire or water damage, theft, loss and other damage at the supplier’s expense, and to provide them to us upon request. The supplier is not authorised to make dispositions regarding these tools.
In particular, the supplier is not permitted to sell the parts produced based on these tools to third parties. The supplier is obligated to comply with legal regulations in the countries of production and sale regarding environmental protection and safety during production and sale of the supplier’s products. If prohibited substances are detected, the supplier shall inform Erlau AG.
Two copies of the invoice must be sent to us immediately after shipment of the goods; invoices must include our order number and the date of the order.
14.1 Compliance with our shipping instructions, including our labelling and packaging instructions, is mandatory. The supplier shall be held liable for all damages and costs resulting from failure to comply with our shipping, labelling or packaging instructions through the supplier’s fault.
14.2 As soon as the goods have been shipped, the shipment must be reported with a delivery note. A duplicate of this note shall be included with the shipment.
15. Disruptions of Acceptance
15.1 If circumstances which we could not avert even by taking reasonable care (e.g. a business disruption or standstill resulting from the effects of political measures, etc.) prevent us from accepting the deliveries, or if, for these reasons, we are not interested in accepting them, we are entitled to request an appropriate postponement of the delivery date.
15.2 In this case, the supplier is entitled to specify an appropriate period for us in writing, and rescind the contract after this period has elapsed.
15.3 If acceptance is prevented for longer than three months, the supplier shall have the right to rescind the contract.
15.4 In the cases listed under 14.1, any further claims by the supplier are excluded.
16. Transfer of Rights
The supplier is excluded from transferring claims from this contract.
17. Work Orders
17.1 These terms and conditions shall apply accordingly to performance of work orders.
17.2 If orders of this nature are performed on our premises, the supplier’s fitters and employees are bound to comply with our instructions and company rules.
18.1 The supplier shall attach our label to the goods upon request.
18.2 The name of the manufacturer and/or supplier may only be included on all delivered or produced goods with our consent. This consent only ever applies to the individual concrete case for which it was issued; consent must be provided in writing.
19. Privacy Protection
We are entitled to process data about the supplier that we receive directly or indirectly through our business relationship with the supplier or from third parties under the terms of the German Federal Data Protection Act.
20. Environmental Protection and Energy
The supplier warrants that all environmental laws and Erlau’s in-house rules regarding the environment and energy-efficient procurement shall be observed during procurement and/or production of the delivery owed to us and/or during performance of the relevant services.
21. Place of Fulfilment, Court of Jurisdiction, Applicable Law
21.1 The place of fulfilment for all deliveries, payments and other obligations resulting from this contractual relationship is Aalen-Unterkochen, Germany.
21.2 The court of jurisdiction for any conflicts resulting from the contractual relationship is Aalen/Württemberg or the district court of Ellwangen. However, we are entitled to bring actions against the supplier in other responsible courts. The agreement as to the court of jurisdiction shall only apply if the supplier is a merchant entered in the German commercial register or a public corporation, or if the claims are asserted by means of legal recourse, or if the supplier does not have a general court of jurisdiction within Germany, or if the supplier’s place of residence or usual residence is unknown at the time that legal action commences.
21.3 The law of the Federal Republic of Germany shall apply.
22. Severability Clause
If a provision in these terms and conditions should be or become invalid, the other provisions shall remain in effect. If individual provisions are contested or become invalid, they shall be replaced by provisions that come as close as possible to fulfilling the intended purpose of the original provisions.