© enders GmbH
Last revised: 23/07/2013
1.1 Unless otherwise explicitly agreed, any and all orders for enders GmbH are governed by the following terms and conditions. Objection is hereby expressly raised to Contractor’s terms and conditions in its GTC or order confirmation. Acceptance of order confirmations or deliveries without reservation does not constitute acceptance of any such terms and conditions.
1.2 With its initial delivery subject to these Terms and Conditions of Purchasing, the Contractor accepts their sole and exclusive application to any and all further orders.
1.3 Orders and contracts are binding if and when they have been submitted in writing or confirmed in writing. We are entitled to cancel our order free of charge if you do not confirm the order without alteration within two weeks of its receipt.
2.1 Delivery is made in conformity with the order or the subsequent instructions of enders GmbH on the agreed dates. The Contractor will notify us of any changes in the dates without delay.
2.2 The Contractor shall comply with the shipping requirements of enders GmbH and of the shipping agent or freight carrier. The order and identification numbers of enders GmbH shall be included on all shipping papers, correspondence and invoices.
2.3 Production parts shall be labelled with the drawing numbers shown in the order.
2.4 The Contractor bears the transport costs, including packaging, insurance and any and all other ancillary costs, unless otherwise explicitly agreed.
3.1 The delivery periods or dates stipulated in orders are binding and are shown as arrival time at the place of performance.
3.2 enders GmbH is entitled to refuse acceptance of goods that are not delivered on the delivery date stipulated in the order and to return them at the Contractor’s expense and risk or to store them with third parties.
4.1 The Contractor affirms that the goods are in compliance with the provided technical requirements and specifications and with the pertinent laws, regulations, directives and standards related to occupational safety and health protection, environmental protection and fire protection. Unless deviating requirements result from such statutes or from the contract in other respects, goods and services shall be in compliance with generally accepted rules of technology.
4.2 The Contractor shall conduct a quality inspection suitable in its nature and scope to ensure the quality of its deliveries.
4.3 enders GmbH reserves the right to inspect the goods immediately upon their receipt for obvious and visible defects and to accept them only after such an inspection. In the event of complaint, the Contractor may be charged the costs of the inspection and the substitute delivery. The complaint period for any and every type of defect is 14 days from discovery of the defect. The Contractor waives the defence of delayed notification with respect to hidden defects during the warranty period.
4.4 The values for dimensions, weights and number of units in a consignment determined during the incoming goods inspection are binding.
4.5 If a contractual penalty for default of delivery has been agreed, the claim to contractual penalty remains effective even if it is not explicitly asserted during the acceptance of the consignment. More extensive claims also remain effective without a specific expression of reservation during acceptance.
The Contractor grants to enders GmbH, its customers and rule-making authorities a right of access to any and all facilities related to the order and the corresponding records.
6.1 Agreed prices are maximum prices; any price reductions in the period between placement of the order and payment of the invoice shall be to the benefit of enders GmbH.
6.2 Invoices, including the order and identification number, shall be issued immediately after shipment of the goods. Value-added tax shall be itemised.
6.3 Payment is made subject to reservation of orderly delivery and correctness of prices and calculation. In the event a defect covered by warranty obligations is determined, enders GmbH is entitled to withhold payment until the warranty obligation has been fulfilled.
6.4 Your claim to the consideration becomes due and payable 60 days after arrival of the goods and receipt of your invoice. The day on which our bank receives the transfer order shall be deemed the time of payment.
7.1 The Contractor is entitled to offset claims against us solely if and when such claims are undisputed or have been finally adjudicated.
7.2 Assignment of receivables due from enders GmbH is effective solely with our written consent.
8.1 Defective deliveries shall be replaced by defect-free deliveries without delay and defective performance shall be repeated without defects. In the event of development or design failures, enders GmbH is entitled to assert immediately the rights set forth under Subsection 8.3.
8.2 Subsequent improvement of defective deliveries or performance is subject to consent. During the period in which the subject of the delivery or performance is not in the safekeeping of enders GmbH, the Contractor bears the risk.
8.3 If and when the Contractor does not remedy the defect even within a reasonable subsequent period that has been set, enders GmbH may, at its discretion, rescind the contract or reduce the remuneration and may in addition request damages in each case.
8.4 In urgent cases (especially in case of a threat to operating safety or for defence against unusually great damage or loss), for the remedy of minor defects and in the case of your delay in remedying a defect, enders GmbH is entitled, after giving prior notice and the expiration of a short subsequent period reasonable for the situation, to itself remedy at the Contractor’s expense the defect and any related damage, or to engage, at the Contractor’s expense, a third party for this purpose. The above provision applies as well if and when the Contractor’s delivery or performance is delayed and enders GmbH must remedy the defects immediately in order to avoid being in default of delivery itself.
8.5 The limitation period for enders GmbH’s claims arising from material defects is 36 months from the passing of risk; the limitation period for claims arising from legal defects is ten years from the passing of risk. The limitation period will be suspended for the period beginning with the dispatch of the notification of defects and ending with the satisfaction of the claim due to defects.
8.6 If, in accordance with plans from enders GmbH, the Contractor must deliver or perform in compliance with plans, drawings or other special requirements, the conformity of the delivery or performance with the requirements shall be deemed expressly assured. If the delivery or performance deviates from the requirements, enders GmbH is immediately entitled to assertion of the rights set forth in Subsection 8.3.
8.7. In all other respects, statutory rights are not affected.
8.8. The Contractor will, proportionate to its contributing cause, indemnify and hold harmless, on first request, enders GmbH from and against any and all third- party claims that are asserted due to defects, infringements on third-party intellectual property rights or product damage from its delivery. The Contractor affirms that it has concluded a reasonable product liability insurance policy.
8.9 The Contractor is liable for substitute deliveries and subsequent improvement work in the same scope as for the original delivery, i.e. for transport expenses, road costs and labour costs without limitation. The warranty period for substitute deliveries begins at the earliest on the day of the arrival of the substitute delivery.
We retain title of ownership to any drawings, drafts, models, manufacturing instructions, in-house data, tools, equipment etc. that we have provided to the Contractor for the submission of a quotation or for the performance of a contract. They may not be used for other purposes, reproduced or made available to third parties and shall be safeguarded with the care of a prudent businessman.
The Contractor affirms that there are no third-party rights impairing the intended use of the purchased goods and that in particular there are no infringements on third-party intellectual property rights. If and when claims based on a possible infringement on third-party rights (e.g. copyrights, patents and other intellectual property rights) are nevertheless asserted against enders GmbH, the Contractor will indemnify and hold harmless enders GmbH from and against any such claims and related performance.
11.1 Place of performance of the contracted services of enders GmbH is the headquarters of enders GmbH. Place of performance for the Customer’s payment obligations is the headquarters of enders GmbH.
11.2 This contract is governed by the laws of Germany; the application of UN sales law is precluded.
11.3 Exclusive venue with regard to contracts with merchants, legal entities of public law or special funds under public law is the competent court at our headquarters.
© enders GmbH
Last revised: 23/07/2013