General Terms and Conditions of Purchase of the company ENLES GmbH & Co. KG, Thyssenstr. 15, 48703 Stadtlohn, Email: info@enles.de

 

I. Scope, Information, General:

1. These General Terms and Conditions of Purchase shall apply exclusively between us and the supplier and seller of machined and processed products, machinery equipment and used parts including accessories (hereinafter “Supplier”). We shall not accept any general terms and conditions of business of the Supplier that conflict with or deviate from our General Terms and Conditions of Purchase, unless we have expressly accepted the validity of the deviating general terms and conditions of business of the Supplier in writing in advance.

Suppliers in the sense of these General Terms and Conditions of Purchase are consumers who have reached the age of 18 as well as entrepreneurs. Purchases from consumers who have not yet reached the age of 18 shall not take place.

II. conclusion of contract

1. an order is valid only as given, if it is drawn up and signed by us in writing or in text form. Orders placed verbally or by telephone shall only be binding on us if we have subsequently confirmed them by sending a written order.

2. The supplier shall be obliged to accept the offer contained in our order without delay and within a period of two weeks at the latest. By accepting the order, the supplier acknowledges that he has informed himself about the type of execution and scope of performance by inspecting the available documents. In the event of obvious errors, spelling mistakes and miscalculations in the documents submitted by us, we shall not be bound by them. The supplier is obliged to inform us of such errors so that our order can be corrected. This also applies in the case of missing documents. Acceptance of orders must be confirmed to us in writing within two weeks of the order, otherwise we shall be entitled to revoke and withdraw from the order.

3. deviations in quantity or quality compared to the text and content of our purchase order as well as subsequent changes to the contract shall only be deemed to have been agreed if we have confirmed them in writing or in text form.

4. the order number, supplier number and commission number stated in our orders must be quoted on invoices and in all correspondence.

III. Changes to the order and reservations

We shall be entitled to demand changes with regard to the quality, delivery or delivery time of the ordered item or service at our own expense until the order has been completely fulfilled. Subcontracts and sequences of work may only be awarded by the supplier with our written consent, provided that this does not merely involve the supply of marketable parts. Changes to the manufacturing process on the part of the supplier also require our approval. This can be done in writing as well as in text form.

IV. Delivery

1. the agreed delivery dates are binding. The delivery periods run from the date of the order. Within the delivery period, the goods must be received at the place of receipt specified by us. The receipt will be confirmed by person authorized by us. The supplier is obliged to inform us
immediately in writing if circumstances occur or become apparent according to which the delivery time cannot be met. 2.

2. early deliveries are not permitted without our express consent in text form.

3. If the date on which delivery is to be made at the latest can be determined on the basis of the contract, the supplier shall be in default on expiry of this date without the need for a reminder or notice of default on our part.

4. in the event of a delay in delivery, we shall be entitled to the statutory claims without limitation, including the right to withdraw from the contract and the claim for damages in lieu of performance after the fruitless expiry of a reasonable grace period. In particular, after fruitless expiry of a reasonable grace period, we shall have the right to claim a contractual penalty of 1 percent of the net order value per week or part thereof, but not more than 5 percent of the net order value and/or delivery, and/or to withdraw from the contract even if the supplier is not responsible for or at fault for the delay. Any contractual penalty paid shall be offset against any claim for damages. The supplier shall be entitled to prove that we have incurred no damage at all or only significantly less damage than the aforementioned lump sum. Acceptance of delayed deliveries or services does not imply that we waive any claims for compensation. 5.

5. Partial deliveries are only permissible after special agreement in text form.

V. Force Majeure

If compliance with acceptance deadlines on our part is due to force majeure, e.g. mobilization, war, riot, pandemic, covid-19 or similar events for which we are not responsible, e.g. strike or lockout, the deadlines shall be extended by the periods during which the aforementioned event or its effect continues. We shall be entitled to terminate the contract without notice if insolvency proceedings have been applied for or initiated against the assets of the supplier.

VI Shipment

1. each delivery shall be accompanied by a delivery bill in duplicate. Our order data (in particular our order no./order no. and commission no.) shall be repeated on all shipping documents. Costs arising from non-compliance with our shipping instructions shall be borne by the supplier.
shall be borne by the supplier.

2. delivery, transport and dispatch shall be made at the supplier’s expense to the receiving point specified by us. If it has been agreed in writing that, by way of exception, we are to bear the freight, the supplier shall choose the mode of transport and the carrier prescribed by us, otherwise the most favorable
otherwise the mode of transport and delivery most favorable to us. 3.

3. The risk shall not pass to us until the goods have been accepted by our receiving office.

4. Packaging and securing of the goods are included in the price. If, by way of exception, something else has been agreed in writing or in text form, the packaging shall be charged at the verifiable cost price.

5. the packaging and the dispatch and transport shall be carried out in accordance with the current state of the art and under aspects of freedom from damage, cost efficiency as well as environmental protection. In addition, specific instructions may be given by us. We reserve the right to dispose of packaging that does not comply with the current standard or our instructions at the supplier’s expense or to return it freight collect. The protection of the goods during transport and any subsequent storage must always be guaranteed. The environmental friendliness of the packaging must be ensured by the supplier. Invoiced, usable packaging may be returned freight collect for credit. If reusable packaging is used, the supplier must provide the packaging on loan. The return shipment shall be at the expense and risk of the supplier.

VII Obligations to provide information and suitability for shipment

1. The supplier shall provide proofs of origin requested by us with all the necessary details and duly signed without delay and update them in the event of changes.

2. the same shall apply to proof of foreign and intra-community deliveries under value added tax law. The supplier shall inform us without delay if a delivery is subject in whole or in part to export restrictions under German, European or other law. 3.

3. deliveries and services of the supplier must comply with the statutory provisions, in particular the safety and environmental protection provisions the environmental laws and regulations currently in force by law, including the Ordinance on Hazardous Substances, the Electrical and Electronic Equipment Act (ElektroG) and the safety recommendations of the competent German technical bodies or professional associations, e.g. VDE, VDI, DIN, etc..
Relevant certificates, test certificates and evidence shall be supplied free of charge and without request. In the case of deliveries and the provision of services, the supplier shall be solely responsible for compliance with the accident prevention regulations. Any protective devices required in accordance therewith as well as any instructions of the manufacturer shall be supplied free of charge and without request.

VIII Prices, Terms of Payment

1. Unless otherwise agreed in writing, the prices for deliveries and services shall be net prices plus statutory value added tax and shall include all expenses in connection with the deliveries and services to be provided by the Supplier, including packaging, freight, postage, customs clearance and insurance. Agreed prices are fixed prices unless the supplier lowers his prices. Any other handling shall require our prior consent in text form.

2. If, in the case of long-term contracts or framework supply contracts (contracts with a term of more than 12 months and unlimited contracts), there is a significant change in the cost of wages, materials or energy, each contracting party shall be entitled to demand negotiations on an appropriate adjustment of the price, taking these factors into account. If the negotiations do not lead to an amicable adjustment of the contract, both parties shall be entitled to terminate the contract.

3. payments to the supplier do not in principle imply approval with regard to the contractual conformity of the goods delivered.

4. claims of the supplier against us may only be assigned to third parties with our written consent. We shall be entitled to rights of set-off and retention to the extent provided by law. We shall be entitled to assign claims arising from the contractual relationship to third parties without the prior written consent of the supplier.

5. insofar as we have taken over the insurance cover, insurance costs of the supplier may not be part of the purchase price.

6. ownership of the delivered goods shall pass to us after payment. Any extended or expanded retention of title is excluded.

IX. Internal fidelity and warranty

1. persons working within our company in fulfillment of the supplier’s obligation shall be subject to the provisions of our company regulations and our instructions with regard to the accident prevention, occupational safety, environmental and other regulations applicable at our company. Hazardous substances may only be used within our company after consultation with our specialist personnel and must be properly labeled. In the event of delivery of defective goods, the supplier shall, at our discretion, be given the opportunity to remedy the defect or to make a replacement delivery at his expense.

2. In urgent cases or in the event of default on the part of the supplier, we shall be entitled to remedy the defect at the supplier’s expense.

3. Insofar as the delivery is a commercial transaction for both parties, §377 HGB (German Commercial Code) shall apply with the following

Special features Application:

– The goods shall only be deemed to have been delivered when we have had the opportunity to inspect them for the first time in the ordinary course of business. In case of doubt, this is the point in time when the goods arrive at our premises during normal business opening hours. The handover to the carrier is not sufficient. The complaint shall be deemed to have been made in good time if it is received by the supplier within a period of fourteen working days, calculated from the date of receipt of the goods or the first opportunity to inspect them or, in the case of hidden defects, from the date of discovery.

– The approval effect does not occur if the supplier was not aware of the quality deviations as a result of his own or attributable negligence, but if he had acted properly he should have assumed that we would not accept the deviations.

– Defects which cannot be detected in the course of a mere visual and identity inspection shall be deemed to be hidden defects

4. The Supplier warrants that all deliveries are free from third party rights and, in particular, that the delivery and use of the goods does not infringe any patents or other industrial property rights in the country of the agreed place of delivery, in the European Union and in non-EU countries and – to the extent notified to the Supplier – in the intended countries of use.

5. Insofar as the Supplier is directly liable to the third party by operation of law, the Supplier shall indemnify us against claims of third parties arising from any infringements of property rights and shall bear all necessary costs incurred in this connection.

6. We shall be entitled to the full right to damages, in particular to damages in lieu of performance.

7. Our warranty and damage compensation rights shall become time-barred three years after the passing of risk. Insofar as the supplier delivers new items within the scope of liability for defects or re-delivers individual parts of an item, the limitation period for the new item or the entire reworked item, insofar as the same defect continues in the reworked item, shall start anew from the handover of this new item or the individual part. The statute of limitations shall not recommence if the defect was insignificant or if the Supplier expressly indicated prior to the subsequent delivery that it was not obligated to make the subsequent delivery and that it had only delivered the replacement as a gesture of goodwill or for the amicable settlement of a dispute.

X. Production components and means of production

1. production components and means of production (samples, models, tools, molds, templates, raw materials, etc.) and documents (samples, drawings, data, etc.) which we make available to the supplier shall remain our property and shall be returned to us without request after completion of the order. Processing or transformation by the supplier shall be carried out on our behalf.

2. our drawings may not be duplicated. The supplier undertakes not to make the production components and means of production provided by us available to third parties. The obligation to maintain secrecy shall also apply after the execution of this contract. It shall expire if and to the extent that the production components and manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided have become generally known. The supplier shall be liable for all damages resulting from the violation of the aforementioned obligation.

3. the supplier is obliged to provide the production components and means of production and documents with a reference to our ownership and to insure them at his own expense against fire, water, theft, etc. at replacement value. Upon our request, the supplier shall provide evidence of the existence of corresponding insurance policies.

4. The supplier shall inform us immediately of any damage to the production components and means of production.

5.The supplier shall carry out maintenance and repair work on the production components and means of production at its own expense. We shall bear the costs for any renewal of the means of production necessitated by wear and tear.

6. the processing, conversion or installation of production components and means of production which we have provided to the supplier shall be carried out for us. If this leads to inseparable mixing with the supplier’s or a third party’s items, we shall become co-owners of the newly created item in the ratio of the value of our item to the other processed items at the time of processing. If processing, conversion or installation is carried out in such a way that our item is to be regarded as an essential component of the supplier’s main item, we shall acquire co-ownership of the main item in the ratio of the value of our item to the other processed items at the time of processing. In both cases, the supplier shall keep the co-ownership for us. 7.

7. the supplier is prohibited from contacting our customer without our consent.

XI. Producer’s liability, industrial property rights, data protection

1. The Supplier shall indemnify us against any liability for damages resulting from the Supplier’s fault to the extent that we were not also responsible for the damage due to contributory negligence.

2. We reserve the industrial property rights to all drawings, documents, tools and means of production handed over to the supplier.

3. The supplier shall be liable for ensuring that no patents or industrial property rights of third parties are infringed by its delivery and its utilization by us. The supplier shall be free to prove to us that he is not at fault for the infringement of third party rights. To the extent that we are liable to third parties thereafter, he shall indemnify us and our customers against all claims arising from the use of such industrial property rights and expenses necessarily incurred by us from or in connection with the claim. We are not entitled – without the consent of the supplier – to make any agreements, in particular to conclude a settlement. The supplier shall not be liable to us insofar as the supplier does not use the
Supplier has manufactured the delivered goods in accordance with drawings, models or other equivalent descriptions or instructions provided by us and does not know that industrial property rights are thereby infringed.

4. Each contracting party shall use all documents (including samples, models, tools and data) and knowledge which it obtains from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in keeping them secret.
knowledge to third parties if the other contracting party designates them as confidential or has an obvious interest in maintaining their secrecy. This obligation shall commence upon first receipt of the documents or knowledge and shall continue after the end of the business relationship. 5.

5. The obligation shall not apply to documents and knowledge which are generally known or which were already known to the other contracting party at the time of receipt without the other contracting party being obliged to maintain secrecy, or which are subsequently transmitted by a third party entitled to pass them on, or which are developed by the receiving contracting party without making use of documents or knowledge of the other contracting party which are to be kept secret.

6. The manufacture for third parties, the display of products specially manufactured for us (in particular according to our plans, drawings or other special requirements) as well as publications concerning our orders and services as well as the reference to these orders vis-à-vis third parties shall require our prior written consent.

7. The Supplier agrees that we may collect personal data for the purpose of invoicing by presenting identification documents and store such data in accordance with the provisions of the Federal Data Protection Act, in particular the DSGVO-neu.

8. We shall use the Supplier’s inventory data exclusively for the purpose of processing the respective contract. All data shall be stored and processed by us in compliance with the relevant provisions of the Federal Data Protection Acts and the DSGVO-neu. Personal data will only be passed on to third parties to the service partners involved in the processing of the contract. 9.

9. by concluding the contract, the supplier agrees to the collection, processing and use of his personal data in accordance with the aforementioned instructions.

10. According to the Federal Data Protection Act and the DSGVO-neu, the supplier has a right to free information about the stored data and, if applicable, a right to correction, revocation, blocking or deletion of this data. For questions regarding the collection, processing or use of personal data, for information, correction, blocking or deletion of data as well as revocation of consent granted, the supplier should contact us (see above).

11. If the personal data stored by us about the supplier is incorrect, the data will of course be corrected upon notification by the supplier. Furthermore, the supplier has the right to revoke the consent to the storage of personal data at any time with effect for the future. In the event of a corresponding notification, the personal data stored on the Supplier will be deleted, unless the data in question is still required for the fulfillment of the obligations of the contractual relationship concluded or statutory regulations prevent deletion.

XII. Secrecy:

1. the supplier is obligated to maintain as a trade secret all commercial and technical information or knowledge that is not in the public domain and that becomes known through the business relationship between us and the supplier. This applies in particular to the price lists prepared by us.

2. the supplier may only advertise the joint business relationship with our prior written consent.

XIII Place of jurisdiction, applicable law, severability clause

1. If the supplier is a merchant, a legal entity under public law or a special fund under public law, the parties agree that the place of jurisdiction shall be Stadtlohn.

2. German law shall apply to all rights and obligations arising from the contract concluded with us. The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

3. Should one or more provisions of these General Terms and Conditions of Purchase be or become invalid, the contracting parties shall be obliged to make arrangements with regard to the invalid parts which come as close as possible to the economically intended result.

(Status 12/2020)