General terms and conditions of purchase

General Terms and Conditions of Purchase of EKC.AG as of June 2019

1. The purchasing conditions of the client apply exclusively. The client does not recognize any deviating conditions of the contractor, unless the client expressly agrees to their validity in writing.
2. The purchasing conditions also apply exclusively if the client accepts or pays for the deliveries/services in the knowledge of conflicting or deviating conditions of the contractor.

I. Orders
1. Orders are only binding if they are placed in writing by the customer. Verbal agreements - including subsequent changes and additions to these terms and conditions of purchase - require written confirmation by the customer to be effective.
2. Cost estimates are a binding basis for the resulting orders for the period of their validity. They are not to be remunerated unless something else has been expressly agreed.
3. Documents used by the contractor in business transactions with the client must at least show: order number, commission number, factory, receiving office, complete article text/object description, quantities and quantity units as well as VAT ID no. (when importing from the EU).

II. Prices
The prices are fixed prices. They include everything that the contractor has to do to fulfill his delivery/service obligation.
III. Scope of delivery/service; Property; Rights of use
1. The scope of delivery/services includes, among other things, that the contractor grants the customer ownership of all delivery-related documents (also for subcontractors) this applies in particular to the provision of documents such as export declarations from the place of origin.
2. If there is a deviation from the agreed scope of delivery/services, the contractor is only entitled to make additional demands or to change deadlines if a corresponding written supplementary agreement has been made with the client prior to execution.
3. The quantities ordered are binding. In the case of excess deliveries/services, the customer is entitled to reject these at the expense and expense of the contractor.
IV. Quality
The contractor must set up and maintain a documented quality assurance system that is suitable in terms of type and scope and corresponds to the latest state of the art. He must create records, in particular of his quality checks, and make these available to the client on request.
The contractor hereby agrees to quality audits to assess the effectiveness of his quality assurance system by the client or one of his representatives.
V. Delivery and service deadlines/delivery and service dates
1. Agreed dates are binding. If agreed deadlines are not met, the statutory provisions shall apply. A delivery/service provided before the agreed dates entitles the customer to reject the delivery/service until it is due.
2. If the contractor realizes that an agreed deadline cannot be met, he must inform the client immediately in writing, stating the reasons and the expected duration of the delay.
3. The unconditional acceptance of the delayed delivery/service does not constitute a waiver of the customer's claims for damages; this applies until the payment owed by the customer for the delivery/service concerned has been paid in full.
VI. Delivery/service and storage
1. Insofar as the contractor and customer agree on the validity of one of the international trade clauses "Incoterms" drawn up by the International Chamber of Commerce (ICC), the current version is decisive. They only apply insofar as they do not conflict with the provisions of these GTC and the other agreements made. Unless otherwise agreed in writing, the delivery/service must be delivered/performed and duty paid (DDP "delivered duty paid", according to Incoterms) to the place of delivery/service or use specified in the order.
2. The deliveries/services are to be effected to the specified shipping addresses. The delivery/service at a point of receipt other than that specified by the customer does not result in any transfer of risk to the customer, even if this point accepts the delivery/service. The contractor shall bear the additional costs incurred by the client resulting from the delivery/service at a point of receipt other than that agreed.
3. Partial deliveries/services are not permitted unless the customer has expressly agreed to them. Partial deliveries/services are to be marked as such, delivery/service certificates are to be submitted in triplicate.
4. If weighing is necessary, the weight determined on the customer's calibrated scales is decisive.
5. Insofar as the contractor is entitled to the return of the packaging required for the delivery/service, the delivery/service papers must be clearly marked. If there is no identification, the client will dispose of the packaging at the expense of the contractor; in this case, the Contractor's claim to the return of the packaging expires.
6. The storage of items required for the delivery/service provision on the customer's premises may only be carried out in assigned storage areas. The contractor bears full responsibility and risk for these items until the risk of the entire order has passed.
7. During transport, the legal regulations, in particular the provisions of the law on the transport of dangerous goods and the applicable dangerous goods regulations, including the respective appendices and appendices, must be observed.
8. The declaration of the goods in the bills of lading must be made in accordance with the currently valid railway regulations. Costs and damage caused by incorrect or omitted declarations shall be borne by the contractor.
9. The delivery/service provider must have the receipt of shipments confirmed in writing by the specified receiving office.
VII. Execution, sub-suppliers, assignment
Insofar as it concerns deliveries/services under a work contract,
1. The contractor is not entitled to transfer the execution of the respective contract in whole or in part to third parties.
2. The contractor is obliged to name his sub-suppliers to the customer at his request.
3. The contractor cannot assign his contractual claims against the client to third parties or have them collected by third parties. This does not apply to legally established or undisputed claims.
VIII. Termination
1. The client has the right to terminate the contract in whole or in part. In such a case, he is obliged to pay for all deliveries/services rendered up to that point and to adequately remunerate the material procured and the work delivered/performed; in this case § 649 sentence 2 BGB applies. Further claims of the contractor are excluded.
2. The customer has the right to terminate the contract without notice for good cause, especially if the contractor's financial situation deteriorates or threatens to do so and the fulfillment of obligations to the customer is jeopardized. In this case, the client has the right to take over material and/or semi-finished products, including any special equipment, on reasonable terms.
IX. Invoicing, payment, offsetting
1. A necessary prerequisite for payment is an invoice in accordance with § 14 UStG. The settlement of the invoice takes place as previously agreed and confirmed in writing. A delivery/service made before the agreed date does not affect the payment period linked to this date.
2. The contractor can only offset undisputed or legally established claims.
X. Claims from liability for defects
1. The contractor is responsible for ensuring that his delivery/service has the agreed quality and fulfills the intended purpose, depending on who is at fault. If the client incurs costs as a result of defective delivery/service, such as transport, travel, labour, material costs, contractual penalties, the contractor must bear these costs.
2. The statute of limitations for liability for defects begins with the complete delivery/performance of the scope of delivery/service or, if acceptance has been agreed, with acceptance.
3. Claims for defects expire in 36 months; longer statutory limitation periods remain unaffected. The limitation period begins anew for newly delivered/performed parts, for repaired parts only if the same defect or the consequences of a defective repair are involved, the supplementary performance is characterized by a larger scope, longer duration or higher costs and the Contractor does not expressly remedy the defect only as a gesture of goodwill, to avoid disputes or in the interest of the continuation of the supply relationship. Defects are reported immediately by the customer. The complaint is in any case timely if it is received by the contractor within a period of seven working days, unless a longer period is appropriate in individual cases, calculated from the receipt of the goods or, in the case of hidden defects, from their discovery. For defects reported within the limitation period, the period ends at the earliest six months after the complaint was made. The contractor waives the objection to late notification of defects (§§ 377, 381 Para. 2 HGB) in the case of defects other than obvious ones.
4. The contractor must immediately rectify all defects reported within the limitation period in such a way that the client does not incur any costs. The contractor shall bear the costs of remedying the defect or the replacement delivery/service including all ancillary costs (e.g. freight) in accordance with the statutory provisions. If the contractor does not meet his obligation to provide supplementary performance within a reasonable period of time set by the customer, the customer can remedy the defect himself and demand reimbursement of the necessary expenses or a corresponding advance payment from the contractor. The statutory rights to withdrawal, reduction or compensation remain unaffected.
XI. Assurances/exemptions
1. The contractor assures the customer that he will comply with the specifications of the MiLoG and indemnifies the customer against third-party claims, in particular those under Section 13MiLoG.
2. If existing claims for damages are asserted by third parties against the customer due to the delivery/service of the contractor, the contractor shall indemnify the customer in full from such claims upon first request and undertakes to assume reasonable legal and court costs of the client.
3. The contractor also warrants that goods that are produced, stored, transported, delivered to the customer or taken over by the customer on behalf of the customer are produced, stored, treated or processed at safe operating sites and at safe transhipment locations and loaded and are protected from unauthorized access during production, storage, treatment or processing, loading and transport. The contractor assures that the personnel deployed for the production, storage, treatment and processing, loading, transport and acceptance of such goods are reliable and that he has checked them against the currently valid EU sanctions lists. The contractor further assures that all business partners who act on his behalf are informed that they must also take measures to secure the above supply chain. The supplier agrees that his data will be checked against the currently valid EU sanctions lists.
XII. Place of Performance, Place of Jurisdiction
1. The place of performance for all deliveries/services is the place of receipt designated by the customer.
2. The place of jurisdiction is the customer's registered office or, at the choice of the customer, the general place of jurisdiction of the contractor.
XIII. Applicable law
The substantive law of the Federal Republic of Germany applies to all legal relationships between the customer and the contractor, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 in its currently valid version.
XIV. Partial invalidity/Text form
Should individual provisions of these conditions be wholly or partially invalid, the remainder of these conditions remain fully effective. The same applies to the respective contract. Insofar as written form is required for declarations by the contractual partner in these AEB, the text form is sufficient in each case.

XV. Data protection
According to § 33 BDSG, the client points out that he will save the contractor's data on the basis of the Federal Data Protection Act.

XVI REACH clause
For all substances, preparations and products delivered/performed to the client, the contractor must comply with the requirements and measures resulting from the REACH regulation.

XVIII. Applicable version
Insofar as these General Terms and Conditions of Purchase are also made available to the contractor in another language, the German version alone applies.

Status: June 2019


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