EAG

Terms and Conditions

General Terms and Conditions of Purchase

§ 1 Scope of Application

1. These Terms and Conditions of Purchase shall apply to all purchase and work contracts concluded between us and commercial or self-employed professional parties (entrepreneurs) and legal entities under public law or a special fund under public law for the procurement of goods and services related to our business operations.

We do not recognize any conflicting general terms and conditions of our suppliers and contractors (hereinafter uniformly referred to as: Contractors), unless we expressly agree to them in writing.

Our Purchase Terms and Conditions shall also apply if the Contractor, being aware of their conflicting Purchase Terms and Conditions, enters into a contract with us without expressly reserving the application of their own Terms.

2. The contents of our orders shall take precedence over our General Terms and Conditions of Purchase.

§ 2 Conclusion of Contract

1. Unless otherwise stipulated, our orders shall only be valid if made in writing. Verbal orders shall only become effective upon our written confirmation.

2. The Contractor shall examine the order for technical accuracy and notify us immediately of any errors or concerns. If they fail to provide such notification, they shall not be entitled to claim later that defects arose from our incorrect specifications in the order.

3. We reserve proprietary rights and copyrights to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties without our express written consent. They shall be used solely for the purpose of manufacturing according to our order; after completion of the order, they must be returned to us promptly and without request. They must be kept confidential from third parties.

§ 3 Prices and Payment Terms

1. The prices stated in the order are binding for the duration of the contract. Unless otherwise agreed in writing, the price includes delivery "free domicile," including packaging.

2. The statutory value-added tax is not included in the price.

3. We can only process invoices if they – in accordance with the instructions in our order – state the order number specified therein; the Supplier shall be responsible for all consequences arising from non-compliance with this obligation.

4. Unless otherwise agreed in writing, we shall pay the purchase price within 14 days with a 3% discount or within 30 days of receipt of the invoice, calculated from the date of delivery and receipt of the invoice, including all certificates.

5. We are entitled to rights of set-off and retention to the extent permitted by law.

§ 4 Delivery Time, Contractual Penalty Reservation

1. The performance deadline stated in the order is binding as a contractual period.

2. The Contractor is obliged to inform us immediately in writing if circumstances arise or become apparent to them which indicate that the agreed performance time cannot be met. If the Contractor fails to provide such notification of hindrance, they shall not be entitled to consideration of the hindering circumstances, unless the hindering circumstances themselves and their hindering effect are obvious to us.

3. In the event of exceeding the performance time, which is considered a contractual period, we may claim a contractual penalty if the exceedance of the contractual period is due to the Contractor's fault. The contractual penalty shall amount to 0.2% per working day, up to a maximum of 5%, calculated from the net order sum in each case.

We are entitled to claim the contractual penalty in addition to performance. We may assert the reservation of the contractual penalty until the final payment on the final invoice for the delivery or performance of our Contractor. It shall be sufficient to deduct the penalty when paying this invoice.

The right to claim damages for delay shall remain unaffected. In the event of claiming damages, the contractual penalty shall be offset.

§ 5 Transfer of Risk, Documents

1. Unless otherwise agreed in writing, delivery shall be made free domicile or free construction site.

2. The Contractor is obliged to state our order number precisely on all shipping papers and delivery notes; if they fail to do so, delays in processing are unavoidable, for which we shall not be responsible.

§ 6 Inspection for Defects and Warranty

1. We are obliged to inspect the goods within a reasonable period for any quality or quantity deviations. A complaint shall be considered timely if it is received by the Contractor by telephone or in text form within 7 working days. In the event that the goods are forwarded directly to a buyer, the buyer may also inspect the goods for defects and, if applicable, lodge a complaint with the Contractor. The buyer's complaint shall be equivalent to ours.

2. We shall be entitled to the statutory warranty rights without limitation. The Contractor shall replace, at their own expense, any goods already recognized as defective or non-conforming during delivery or performance with goods free from defects. If the Contractor is responsible for the defect, they shall also be liable for any resulting damages. If the Contractor fails to fulfill their obligation to remedy the defect, we may set a reasonable deadline for the Contractor to remedy the defect and declare that we will terminate the contract after the unsuccessful expiry of this deadline. The termination may be limited to a part of the contractual performance. This shall not depend on a functional delimitation but rather on a substantive-spatial delimitation.

3. The limitation period for warranty claims shall be 24 months, calculated from the transfer of risk, unless we are entitled to longer statutory periods. For goods delivered as a replacement or for subsequent performance, the limitation period shall commence anew on the day of redelivery or subsequent performance. The same shall apply to individual parts directly affected by remedial measures.

§ 7 Performance Obligations, Environmental Protection

1. The Contractor shall perform the services themselves. They shall only be entitled to subcontract with our consent. Consent shall be granted at our reasonable discretion if the subcontractor is professionally and otherwise suitable for performing the services.

2. The Contractor shall provide all deliveries and services in accordance with the recognized rules of technology. They shall ensure the implementation of ergonomic findings and the relevant provisions, regulations, and guidelines of authorities, professional associations, trade associations, and comparable regulations. If the Contractor has concerns regarding the desired method of execution, they shall notify us promptly and in writing. If the Contractor fails to raise such concerns and the implementation of our desired method of execution results in errors, the Contractor cannot claim that they regarded our wishes regarding the method of execution as binding and therefore implemented them, and thus are not liable for defects.

3. The Contractor shall design their deliveries and services, as well as supplies or ancillary services from third parties, in an environmentally friendly manner to the extent economically and technically feasible. In particular, they shall use environmentally friendly products, packaging, and processes, and take into account the requirements of environmental protection in all activities related to the performance of the contract.

We are entitled, but not obliged, to return packaging.

§ 8 Product Liability, Indemnification, and Liability Insurance Coverage

1. Insofar as the Contractor is responsible for a product defect, they shall be obliged to indemnify us from third-party claims for damages upon first request, provided the cause lies within their sphere of control and organization and they are liable themselves in the external relationship.

2. Within this scope, the Contractor shall also be obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We will inform the Contractor about the content and scope of the recall measures to be implemented - to the extent possible and reasonable - and give them the opportunity to comment.

3. The Contractor undertakes to maintain product liability insurance with a coverage sum of not less than €5 million per personal injury/property damage - on a flat-rate basis. If we are entitled to further claims for damages, these shall remain unaffected. Upon written request, the Contractor shall be obliged to provide us with a copy of the insurance policy.

§ 9 Proprietary Rights

1. The patent and license fees associated with the delivery and performance are settled by the agreed contract price.

2. The Contractor shall ensure that no third-party rights are infringed in connection with their delivery within the Federal Republic of Germany.

3. If we are held liable by a third party for rights as defined in the preceding paragraph, the Contractor shall be obliged to indemnify us from these claims upon first written request; we are not entitled to enter into out-of-court settlements with the third party, in particular, to conclude a settlement agreement, without the Contractor's consent.

4. The Contractor's obligation to indemnify shall extend to all expenses necessarily incurred by us from or in connection with the claim by a third party.

5. The limitation period for claims arising from § 9 Paragraphs 2 - 4 shall be 10 years and shall commence after complete delivery or performance.

§ 10 Retention of Title, Confidentiality

1. If we provide the Contractor with parts, we retain ownership of them. Any processing or transformation by the Contractor shall be carried out for us. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of our item to the other processed items at the time of processing.

2. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the reserved item to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the Contractor's item is to be regarded as the main item, it shall be deemed agreed that the Contractor shall transfer co-ownership to us on a pro rata basis; the Contractor shall hold the sole ownership or co-ownership in safekeeping for us.

3. The Contractor is obliged to strictly keep confidential all illustrations, drawings, calculations, and other documents and information received. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the completion of this contract; it shall expire insofar as the manufacturing know-how contained in the provided illustrations, drawings, calculations, and other documents has become generally known.

§ 11 Termination, Withdrawal

1. We are entitled, at our discretion, to withdraw from or terminate the contract in whole or in part free of charge if the Contractor suspends payments or becomes insolvent. In the event of withdrawal or termination, we are entitled to process the delivered goods or continue using the work equipment against contractual remuneration.

Upon premature termination of the contract, the Contractor shall be obliged to measure and present the scope of delivery and performance rendered in a comprehensible manner without delay, and to determine it jointly with us upon our request.

§ 12 Retention, Assignment

1. The Contractor shall only be entitled to rights of retention if their counterclaims have been legally established or acknowledged by us in writing.

The assignment of the Contractor's claims against us to third parties shall only be permissible with our written consent.


§ 13 Confidentiality, Data Protection

1. The contracting parties are obliged to treat as business secrets all non-public commercial or technical details of which they become aware in the course of their business relationship. The Contractor shall impose corresponding obligations on their subcontractors.

2. The Contractor shall treat the conclusion of the contract as confidential. Without our prior written permission, they are not permitted to advertise the business relationship with us.

3. The Contractor is obliged to comply with the provisions of the Federal Data Protection Act.

§ 14 Place of Performance, Place of Jurisdiction, Applicable Law

1. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be Greifswald. We reserve the right to sue the Customer at their general place of jurisdiction.

2. Unless otherwise stated in the order confirmation, the place of performance shall be Greifswald.

3. The laws of the Federal Republic of Germany shall apply to these Terms and Conditions and our entire legal relationship with the Customer. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.