(1) These General Terms and Conditions of Purchase (hereinafter referred to as “GTCP”) govern the business relationship between us, Eifelglut GmbH, and our suppliers from whom we purchase goods and/or services (hereinafter referred to as “Suppliers”). The GTCP shall apply in their respective version as a framework agreement also to future contracts for the delivery of goods and/or the provision of other services, without us having to refer to them again in each individual case; in this case, we shall inform the Supplier immediately of any changes to the GTCP.
(2) All legal relationships between a Supplier and us shall be governed exclusively by these GTCP in the version valid at the time of our order. We do not recognize any terms and conditions of the Supplier that conflict with, deviate from or supplement the following provisions unless we have expressly agreed to their validity in writing. Our purchasing conditions shall also apply if we accept the Supplier’s delivery without reservation despite being aware of conflicting or deviating terms and conditions of the Supplier.
(3) All agreements made between us and the Supplier for the execution of the contract, as well as any side agreements, amendments, termination or withdrawal from the contract or its cancellation, must be made in writing. This also applies to the waiver or amendment of the written form requirement.
(4) Our GTCP shall only apply to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law.
(1) Our order for goods and/or services shall be deemed binding at the earliest upon written submission of the order (also by email or fax). The Supplier must inform us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before accepting the order; otherwise, the contract shall be deemed not concluded.
(2) The Supplier is obliged to confirm our order in writing within a period of three (3) working days, beginning with the dispatch date of the order (acceptance). We shall remain bound by our order for the above-mentioned period. A contract with us shall only be deemed concluded once the Supplier has confirmed our order without reservation. If the Supplier submits an offer, we shall be entitled to accept this offer within a reasonable period; in this case, a contract shall only be concluded upon our written acceptance.
(3) The Supplier is not entitled, without our prior written consent, to commission third parties, in particular freelancers, subcontractors or similar persons, with the performance of the deliveries, services or parts thereof to be provided by the Supplier under the contract concluded with us.
(1) The price stated in our order is binding. The prices stated by us are in euros, delivered free domicile, including customs duties, freight, transport insurance, etc. and any packaging, unless otherwise stated in the order.
(2) Invoices must be submitted to us separately in simple form after delivery, and must not be enclosed with the shipment(s). We can only process invoices if they state the order numbers shown in our order and are sent by email to: dispo@eifelglut.de (one invoice per email in PDF format, attachments as separate PDFs). The Supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless the Supplier can prove that it is not at fault.
(3) Unless otherwise agreed in writing, we shall pay the invoice amount calculated from complete delivery and receipt of the invoice in accordance with § 3 para. (2) within the payment period stated in the order.
(4) We shall be entitled to rights of set-off and retention to the extent permitted by law.
(1) The delivery time stated in our order is binding.
(2) The Supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to the Supplier which indicate that the agreed delivery time cannot be met. The Supplier must inform us of the reasons for the delivery delay and its expected duration.
(3) In the event of delayed delivery, we shall be entitled to the statutory claims. In particular, after the unsuccessful expiry of a reasonable grace period, we shall be entitled to claim damages instead of performance and/or withdraw from the contract. If the Supplier has only partially performed a service owed, we may claim damages instead of the entire performance only if we have no interest in the partial performance rendered. If we claim damages, the Supplier shall have the right to prove that it is not responsible for the breach of duty.
(1) Unless otherwise agreed in writing, delivery shall be made free domicile. The Supplier shall only be entitled to make partial deliveries on the basis of a special agreement. Partial deliveries must be marked as such.
(2) The Supplier is obliged to state our order numbers, gross and net weights, as well as the type and number of packaging units in full on all shipping documents and delivery notes in addition to the article description. If the Supplier fails to do so, delays in processing are unavoidable and shall not be our responsibility.
(3) Insurance costs shall only be borne by us if this has been agreed with us in advance in writing (e.g. by agreeing on a specific Incoterms rule). Insurance shall in no case release the Supplier from its liability towards us.
(1) We are obliged to inspect the goods for any quality and quantity deviations within a reasonable period.
(2) We shall be entitled to statutory claims for defects without reduction. At our discretion, we shall be entitled to demand defect removal or replacement delivery from the Supplier. At our discretion, defect removal or replacement delivery shall take place either at our premises or at the place of intended use of the goods. The Supplier is obliged to bear all expenses required for the purpose of defect removal or replacement delivery. The right to damages, in particular damages instead of performance, is expressly reserved.
(3) Subsequent performance by the Supplier shall in all cases be deemed to have failed after the first attempt has failed, even partially. We shall be entitled to remedy the defects ourselves at the Supplier’s expense if the Supplier is in default with defect removal.
(4) The costs to be borne by the Supplier for defect removal shall also include expenses for packaging, freight and transport, any labor required for removal and installation, travel expenses and the performance of defect removal at our premises or at the place of intended use of the goods.
(5) Our claims for defects shall become time-barred within two years from the transfer of risk or, if an acceptance obligation arises from the circumstances, upon acceptance of the goods, unless the statutory limitation period is longer.
(6) The Supplier warrants the careful and proper fulfillment of the contract, in particular the quality and suitability of the delivery with regard to material and/or construction and the documents belonging to the delivery (safety data sheets, plans, etc.).
(7) The Supplier shall in any case be liable to us, even without fault, for deliveries and services procured from third parties as if they were its own deliveries or services. This applies in particular with regard to defects.
(8) The Supplier shall indemnify us against all claims of our own customers which our customer asserts on the basis of advertising statements made by the Supplier, a subcontractor of the Supplier (as manufacturer within the meaning of § 4 para. 1 or 2 of the Product Liability Act) or an agent of one of the aforementioned persons and which would not exist, or would not exist in this type or amount, without the advertising statement. This provision shall apply regardless of whether the advertising statement was made before or after conclusion of the delivery contract.
(1) If the Supplier is responsible for product damage, it shall be obliged to indemnify us against third-party claims for damages upon first request, insofar as the cause lies within its sphere of control and organization and the Supplier itself is liable externally.
(2) Within the scope of the Supplier’s own liability pursuant to paragraph (1), the Supplier shall also be obliged to reimburse us for any expenses pursuant to §§ 683, 670 BGB and pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall action carried out by us. We shall inform the Supplier of the content and scope of the recall measures to be carried out, insofar as possible and reasonable, and give the Supplier the opportunity to comment. Other statutory claims shall remain unaffected.
(3) The Supplier undertakes to maintain product liability insurance with coverage of € 5 million per personal injury/property damage claim – lump sum – and to prove the existence of insurance coverage to us upon corresponding request. Any further claims for damages to which we are entitled shall remain unaffected.
(1) The Supplier warrants that no third-party rights will be infringed in connection with its delivery.
(2) If a third party asserts claims against us due to the infringement of its rights, the Supplier shall be obliged to indemnify us against such claims upon first written request. In the case of third-party claims for damages, the Supplier reserves the right to prove that it is not responsible for the infringement of the third party’s rights. We are not entitled to enter into any agreements with the third party, in particular to conclude a settlement, without the Supplier’s consent.
(3) The Supplier’s indemnification obligation applies to all expenses necessarily incurred by us arising from or in connection with claims asserted by a third party.
(4) The limitation period for claims under this provision is three years, calculated from the transfer of risk.
(1) If we provide the Supplier with parts, substances, materials or other working or auxiliary materials, we reserve title to them (reserved goods). Processing or transformation by the Supplier shall be carried out exclusively on our behalf.
(2) If our reserved goods are inseparably mixed, blended or combined with other items not belonging to us, we shall acquire co-ownership of the new item created thereby in proportion to the value of our reserved goods to the other items.
(3) We retain title to tools and/or molds. The Supplier is obliged to use the tools and/or molds exclusively for the manufacture of the goods ordered by us.
(4) Reproductions of provided materials, tools and/or molds may only be made with our prior written consent.
(5) The Supplier shall not have any right of retention, regardless of the reason, in respect of the provided materials and tools.
(6) The Supplier is obliged to keep all received illustrations, drawings, calculations and other documents and information strictly confidential.
(7) If the security rights to which we are entitled pursuant to paragraph (1) and/or paragraph (2) exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we shall be obliged, at the Supplier’s request, to release security rights at our discretion.
(1) For all disputes arising directly or indirectly from or in connection with the contract, the exclusive place of jurisdiction – also internationally – shall be the customer’s registered office, provided that the Supplier is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law.
(2) Unless otherwise stated in the order, our registered office shall be the place of performance.
(4) Should one or more provisions of these General Terms and Conditions of Purchase be invalid, the validity of the remaining provisions shall not be affected.
(5) These GTCP and all legal and contractual relationships between us and the Supplier shall be governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
Version: April 2024