1. GENERAL PROVISIONS

1.1 The present General Terms and Conditions of Purchase shall apply to all orders for enders Ingenieure GmbH exclusively, unless otherwise expressly agreed upon. Any conditions of the contractor in their General Terms and Conditions or in their confirmation of order are herewith exclusively rejected. The acceptance of order confirmations or deliveries without reservation shall not constitute an acceptance of such conditions.
1.2 With the first delivery in accordance with the present General Terms and Conditions of Purchase, the supplier accepts their exclusive applicability for all other orders as well.
1.3 Orders are binding if they are made in writing or are confirmed in written form. We are entitled to withdraw our order free of charge if you do not confirm it without any changes within two weeks upon receipt.

2. DELIVERY AND SHIPMENT

2.1 The delivery is implemented in accordance with the order and/or the following instruction of enders Ingenieure GmbH on the dates agreed upon. The contractor shall notify us immediately of any change in the dates.
2.2 The contractor shall comply with the shipment regulations of enders Ingenieure GmbH and the forwarding agent. In all shipping documents, letters and invoices, the order number and item numbers of enders Ingenieure shall be indicated.
2.3 Manufacturing parts are to be labelled with the drawing number indicated in the order.
2.4 The costs of transportation including packaging, insurances and all other additional costs shall be borne by the contractor unless otherwise expressly agreed upon.

3. DELIVERY PERIODS, DELIVERY DATES

3.1 The delivery periods or dates indicated in the orders are binding and apply upon arrival on the place of fulfilment.
3.2 enders Ingenieure GmbH is entitled to reject the acceptance of goods which are not delivered on the delivery date indicated in the order and to return them or have them stored with third parties at the expense and the risk of the contractor.

4. QUALITY AND ACCEPTANCE

4.1 The contractor assures that the goods correspond to the technical specifications and general specifications provided as well as to the applicable laws, regulations, directives and standards with respect to occupational safety and protection of health, environmental protection and fire protection. Unless this or the contract furthermore results in other deviating requirements, the generally approved rules of engineering are to be complied with.
4.2 For quality assurance, the supplier shall implement a quality check of a suitable type and scope for their deliveries.
4.3 enders Ingenieure GmbH reserves the right to check the goods for obvious and visible defects immediately upon receipt and to only accept them after such check. In the event of a complaint, the contractor may be charged with the costs of such check and a replacement delivery. With any type of defect, the complaint period shall amount to 14 days as of its detection. During the guarantee period, the contractor shall renounce from the objection of a delayed notification of hidden defects.
4.4 For dimensions, weights and numbers of pieces of a delivery, the values determined during the goods acceptance test are binding.
4.5 In the event of an agreed contractual penalty for delayed deliveries, the right to a contractual penalty remains applicable if the right is not expressly used during the acceptance test of the delivery. Similarly, any further claims shall remain effective without the need for a specific reservation during the acceptance test.

5. ACCESS RIGHT

The contractor shall grant enders Ingenieure GmbH, their customers and regulatory authorities an access right to all facilities and the related records connected to the order.

6. PRICES AND TERMS OF PAYMENT

6.1 The agreed prices are maximum prices; price reductions in the time between the order and the payment of the invoice shall be credited to enders Ingenieure GmbH.
6.2 The invoices shall be created immediately upon dispatch of the goods indicating the order and item numbers. The value-added tax is to be shown separately.
6.3 The payment is made subject to a proper delivery as well as correctness with respect to prices and calculation. If a defect under warranty obligations is detected, enders Ingenieure GmbH is entitled to withhold payment until all warranty obligations have been met.
6.4 Your claim to remuneration is payable 60 days upon receipt of goods and your invoice. The point in time of the payment is the day on which our bank has received the transfer order.

7. OFFSET AND ASSIGNMENT

7.1 The contractor is only entitled to offset with indisputable or legally determined claims.
7.2 The assignment of claims against enders Ingenieure GmbH is only effective with their written approval.

8. WARRANTY

8.1 Defective deliveries are to be replaced by impeccable deliveries immediately and defective services are to be rendered again in an impeccable manner. In the event of development or design errors, enders Ingenieure GmbH is entitled to make use of the rights provided in paragraph 8.3.
8.2 A rework of defective deliveries or services is subject to approval. During the period of time in which the object of the delivery or service is not in the custody of enders Ingenieure GmbH, the contractor shall bear the risks.
8.3 If the contractor fails to rectify the defect within the period of grace stipulated, enders Ingenieure GmbH shall be entitled to either withdraw from the contract or to reduce the remuneration and claim damages, at their own discretion.
8.4 In urgent cases (in particular if the operational safety is at risk or in order to prevent excessive damage), in order to rectify minor defects or in the event of a default in the rectification of a defect, after a prior notification and expiration of a reasonable grace period adapted to the respective situation, enders Ingenieure GmbH is entitled to rectify the defect and any resulting consequential damage themselves or have such defect and consequential damage repaired by third parties at the contractor's expense. The same applies if the contractor is in default with delivery or the rendering of services and enders Ingenieure GmbH is forced to rectify the defect themselves in order to avoid being in default of delivery themselves.
8.5 The period of limitation for claims of enders Ingenieure GmbH resulting from material defects amounts to 36 months as of the transfer of risks, while the period of limitation for claims resulting from legal defects amounts to ten years as of the transfer of risks. The course of the period of limitation is blocked for the period starting with the sending of the notice of defect and ending with the fulfilment of the claim for defects.
8.6 If the contractor is obliged to deliver further plans, drawings or meet other specific requirements in accordance with the plans of enders Ingenieure GmbH, the compliance of the delivery or service with the requirements is considered expressly agreed with. If the delivery or service deviates from the requirements, enders Ingenieure GmbH shall be immediately entitled to enforce the rights indicated in paragraph 8.3.
8.7 Apart from that, any statutory rights remain unaffected.
8.8 The contractor shall exempt enders Ingenieure GmbH from all third party claims which are raised due to defects, infringements of third-party rights or product defects of their delivery due to their share in the cause upon first request. The contractor assures that they have obtained suitable product liability insurance.
8.9 For replacement deliveries and rework, the contractor shall be held liable in the same scope as for the original object of the delivery, i.e. including for transportation, travel and labour costs, without limitation to such costs. The guarantee period for replacement deliveries shall start on the day of receipt of the replacement delivery at the earliest.

9. CONFIDENTIALITY

We remain owner of any drawings, drafts, samples, manufacturing regulations, company-internal data, tools, devices etc. provided to the contractor for the purpose of creating the offer or for implementing an order. These may not be used for any other purposes, be reproduced or made available to third parties and are to be kept with the diligence of a prudent businessman.

10. THIRD PARTY PROPERTY RIGHTS

The contractor assures that the intended use of the purchased goods does not conflict with any third-party rights, and that third-party property rights in particular are not infringed. If enders Ingenieure GmbH is nevertheless made liable due to a possible infringement of third-party rights, e.g. copyrights, patent and other property rights, the contractor shall exempt them from such liability and from any performance connected to it.

11. PLACE OF FULFILLMENT/JURISDICTION/APPLICABLE LAW

11.1 Place of fulfilment for the contractual performance of enders Ingenieure GmbH is the location of the enders Ingenieure GmbH headquarters. The place of fulfilment for payment obligations of the contracting party is the location of the enders Ingenieure GmbH headquarters.
11.2 This contract shall be subject to the laws of the Federal Republic of Germany; the applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
11.3 The exclusive court of jurisdiction for contracts with businesses, corporate bodies organised under public law or a special government-owned fund under public law shall be the competent court for our company headquarters.


enders Ingenieure GmbH
Version: 23/07/2013