Founded in 1836, J. N. EBERLE & CIE. GMBH (short: EBERLE) is an internationally positioned company. EBERLE produces high-quality strip steel products and industrial band saw blades for industrial applications. Our products are characterized by highest precision, quality, and maximum performance.
The following "General Terms and Conditions of Purchase" ("GTC") apply to orders from a company of Greiffenberger AG as an agreed contractual component.
In the case of long-term contractual relationships (fixed-term or indefinite ongoing obligations), the validity of the GTC also extends to future contractual relationships.
These General Terms and Conditions of Purchase (GTC) also apply if we accept the supplier's conditions that conflict with or deviate from our purchasing conditions without reservation.
1. Orders
(a) Our orders and the associated documents or changes and additions require written form to be effective.
(b) Our orders must be confirmed immediately with an order confirmation. If the acceptance of the order has not been received by us within two weeks after receipt of our order, we reserve the right to withdraw the order.
2. Execution – Scope of services and delivery
(a) The contractor must comply with the currently valid DIN, VDI, VDE, and other regulations and standards of the responsible German associations or professional bodies. Deliveries and services must correspond to the latest state of technology.
(b) Partial, advance, or short deliveries require our express consent.
(c) If necessary, the contractor informs the purchaser about the progress of the work at their premises or at their subcontractor.
3. Delivery time
In the event of performance or delivery delays, our statutory rights and claims remain unaffected under the legal conditions. We do not recognize any deviating general terms and conditions of the contractor.
The delivery dates or delivery periods specified in our orders are – insofar as the contract depends on compliance or non-compliance with the delivery time – fixed dates that must be strictly adhered to. The timeliness of deliveries is determined by their arrival at the agreed delivery location or the fulfillment of the services. In the event of foreseeable non-compliance with the agreed fixed date, the contractor must notify us immediately in writing.
4. Prices – Payment Terms
(a) The prices stated in the order are fixed prices. Unless otherwise agreed, we will pay the purchase price within 30 days with a 3% discount or within 60 days net. The payment term starts from the time both the invoice and the goods have been received by us or the services have been rendered.
(b) If prices have not been specified or agreed upon beforehand, they must be communicated immediately. We expect the utmost pricing discipline and reserve the right to verify the accuracy of the prices you quote, unless they have been acknowledged by us in writing, and, if necessary, to jointly determine the prices.
(c) Payments made by us do not constitute contractual acceptance of the delivery and services.
5. Invoices
Invoicing must be done separately for each order. In the invoices, the order number/order reference as well as our part number for each individual item must be indicated.
If the contractor fails to do this, delays in processing are unavoidable, for which we are not liable.
6. Transfer of Risk
The risk passes to us upon handover of the delivery items at the unloading point specified by us.
7. Shipping Instructions
(a) Shipping costs are generally borne by the contractor. In case of a different agreement, the contractor must ship at the lowest possible cost unless we specify a particular mode of transport.
(b) Each delivery must be accompanied by packing slips and/or delivery notes indicating the contents as well as our complete order references and part numbers and the net and gross weights. The shipment must be labeled with the same information and notified to us upon dispatch of the goods, separately from goods and invoice. If the contractor fails to do this, delays in processing are unavoidable, for which we are not liable.
8. Warranty – Liability for Defects – Product Liability
The contractor guarantees that their services and deliveries are free from defects that impair their value or suitability and that no guaranteed characteristics are missing. By unconditional acceptance of the deliveries/services or by approval of submitted drawings, we do not waive our warranty claims.
Acceptance is subject to the condition of inspection for freedom from defects. We will notify defects in the delivery immediately as soon as they are detected according to the circumstances of proper business practice. In this respect, the supplier waives the objection of late defect notification. If acceptance is agreed upon, there is no obligation to inspect.
Unless otherwise agreed, the warranty period for all deliveries and services of the contractor is 36 months, starting from the transfer of risk or acceptance of the service.
The contractor shall fully indemnify and hold us harmless without proof of fault for all claims arising from defects or faults – within the meaning of the Product Liability Act (ProdHaftG) – or a missing guaranteed characteristic of their delivery and service. This also includes the costs of a precautionary recall.
We reserve the right to verify the contractually guaranteed properties through acceptance. The material costs incurred in this process are borne by the contractor. We cover the personal costs incurred on our side.
If we return defective delivery items, the contractor bears the costs and risk. The replacement delivery must be made free to us at the contractor's expense.
9. Industrial Property Rights
The supplier guarantees and assures that all deliveries are free of third-party intellectual property rights and that, in particular, patents, licenses, or other third-party rights are not infringed by the delivery and use of the delivery items. The supplier indemnifies us and our customers against claims from third parties arising from any intellectual property rights infringements upon first written request and also bears all costs incurred by us in this context. We are entitled to obtain permission to use the relevant delivery items and services from the rights holder at the supplier's expense, provided the costs remain reasonable.
10. Business Secrets – Production Resources, Drawings
(a) The supplier is obliged to treat our orders and all related commercial and technical details as business secrets. Sub-suppliers must be bound in the same way.
(b) All production resources, such as descriptions, drawings, plans, tools, and other items and documents provided or paid for by us to the contractor for the manufacture of the delivery item – even partially – or produced by the supplier according to our specifications, may not be used by the contractor for other purposes, copied, or made accessible to third parties. The same applies to items produced with the help of these production resources or developed or further developed in cooperation with us. Production resources provided or paid for by us remain or become our property and – unless otherwise agreed – must be handed over to us without request after completion of the order.
(c) Processing or transformation of our material is carried out for us, so that we acquire ownership through the processing. If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of our item relative to the other processed items at the time of processing.
(d) For each case of violation of the above clauses (1) and (2), the contractor agrees to pay a contractual penalty of €10,000.00 (in words: ten thousand euros). Claims for further damages remain unaffected.
11. Execution of Work
Persons performing work on the company premises in fulfillment of the contract must observe the provisions or regulations of the respective company rules – including those for entering and leaving the factory premises. Liability for accidents that happen to these persons on the company premises is excluded unless intent or gross negligence on our part is proven.
12. Ancillary Duties and Consultation
Contractually agreed ancillary services and consultations will be provided to the best of our knowledge according to the current state of technology and the conditions specified to us. Claims by the supplier arising from a breach of this duty of performance are excluded unless they are based on intent or gross negligence by the purchaser.
Pure recommendations are non-binding.
13. Force Majeure
(a) If circumstances beyond the control of the contracting parties lead to a restriction or cessation of business operations, such as war, natural disasters, fire, flooding, explosions, riots, official measures, power outages, and labor disputes, we are entitled to withdraw from the contract in whole or in part.
(b) The supplier can only effectively invoke force majeure if they notify us immediately in writing, by fax, or electronically, no later than 24 hours (in words: twenty-four hours) before the agreed delivery date, with proof. If the notification is not made within the specified period, the supplier can only invoke force majeure if the force majeure event demonstrably occurred within this period and was the cause of the delivery delay.
14. Place of Performance and Jurisdiction
(a) The place of performance is the location to which the goods are to be delivered according to our specifications. If no agreement has been made, the place of performance shall be the location of the client's main office.
(b) The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the location of our main office. However, we are entitled to sue the supplier at their general place of jurisdiction as well.
(c) Exclusively the law of the Federal Republic of Germany shall apply in addition.
15. Data Protection
(a) The data necessary for the execution of the contractual relationship will be stored and processed by us – as far as permitted under the Federal Data Protection Act.
16. Final Provision
Should any individual provisions of these terms and conditions of purchase be or become invalid, the validity of the remaining provisions shall not be affected. Instead of the invalid provisions, one shall apply that most closely fulfills the contractual purpose legally and economically.