Revision 2010

Terms & Conditions of Purchasing

of affiliated EJOT Group Companies - hereinafter referred to as "EJOT" -

1. Scope of application

1.1 These Terms & Conditions of Purchasing shall apply to companies, legal entities under public law and public law separate estate.

1.2 All purchase orders shall exclusively be placed in accordance with the following Terms & Conditions. Any of the Supplier’s terms & conditions not explicitly accepted by us shall not apply.

1.3 These Terms & Conditions of Purchasing shall also apply to any future purchase order and contractual relationship between EJOT and the Supplier.

1.4 As far as the terms “delivery”, “supplier” or “article of sale” are used in these Terms & Conditions or Purchasing, such terms shall also refer to services, which do not consist of a delivery of an article of sale; in these Terms & Conditions of Purchasing, "delivery" is used as a synonym for "service".

1.5 In addition to these Terms & Conditions of Purchasing, any specifications agreed between EJOT and the Supplier plus drawings, descriptions, standards and other documents including "EJOT’s quality assurance regulations for Suppliers", as amended, shall apply in particular.

1.6 The parties to the contract shall either jointly document any verbal agreements, e.g. in the form of a protocol, or immediately confirm them in detail and in written form.

2. Purchase order

2.1 Any contract shall basically be concluded by EJOT placing a purchase order (offering) and the Supplier acknowledging (accepting) it, each of which is to be provided in writing. Individual purchase orders shall be confirmed by the Supplier immediately upon receipt.

2.2 Shipments and call-offs do not require explicit confirmation by the Supplier. Any call-offs within a separately defined and binding period of taking delivery of shipments shall be deemed accepted, unless the Supplier objects to them immediately upon receipt.

2.3 If the Supplier does not accept the purchase order within two weeks of its receipt, EJOT shall be entitled to cancel it.

2.4 To the extent to which it is reasonably acceptable for the Supplier, EJOT will be entitled to demand changes to be made to the subject matter of the contract. In this case any consequences of such changes, in particular with regard to the corresponding increase or reduction of costs and/or with regard to amendments to delivery deadlines, will be mutually agreed between the two parties.

2.5 Modifications or amendments to the purchase order by the Supplier (amending acceptance) shall only take effect if immediately confirmed by EJOT in writing.

3. Delivery dates, delays in delivery

3.1 Agreed delivery dates, unless otherwise expressly agreed, shall be the dates of receipt by the receiving department specified in the purchase order. The Supplier shall be obliged to provide the goods in such timely manner as to meet the delivery dates.

3.2 If the Supplier is able to foresee that the goods cannot be delivered within the agreed period of delivery, the Supplier shall immediately notify EJOT in writing giving the reasons for the delay and terming the expected delivery date, as far as possible. This shall not affect any claims in respect of such delay in delivery.

3.3 Failure to meet the agreed delivery date for reasons for which the Supplier is responsible shall entitle EJOT, notwithstanding any further rights, to claim damages after a reasonable period for the Supplier to make subsequent delivery has expired. In addition, EJOT shall have the right to rescind the contract. By accepting any delayed delivery or performance, EJOT will not waive the right to any legal or contractual claims for compensation.

3.4 In the event of repeated delays in delivery, EJOT shall, upon prior written warning, have the right to terminate the contractual relationship in its entirety with immediate effect.

4. Long-term and call-off purchase contracts, price adjustments

4.1 Unlimited contracts and contracts with a term of more than 6 months (long-term contracts) shall be terminable at any time giving three months notice.

4.2 If a major change in the cost of labour, material or energy occurs in the course of a long-term contract, each of the parties to the contract shall have the right to demand adequate adjustment of the price having regard to these factors.

5. Delivery, transport, packing, passing of risk

5.1 Unless otherwise agreed, delivery shall be made "free domicile", in which case the risk shall pass to EJOT when the goods have been delivered to the agreed receiving department. This shall also apply, if due to a special arrangement, shipping charges are to be borne by EJOT.

5.2 Partial shipments shall only be permitted upon separate agreement.

5.3 Unless otherwise agreed, all charges for transport and packing as well as any ancillary costs shall be borne by the Supplier. These costs shall also include the cost of disposing of the packing.

5.4 For the purpose of goods delivery, EJOT staff shall act as the Supplier’s vicarious agent.

5.5 As far as transport is effected at the expense of EJOT, EJOT’s shipping instructions shall be observed. When in doubt, shipment shall in each case be made at the lowest cost.

5.6 Each shipment shall be accompanied by a delivery note in twofold and attached in a marked position. Data specifically indicated when placing the purchase order shall be included in all correspondence.

6. Ownership of material, documentation and workshop facilities

6.1 Material provided by EJOT shall remain the property of EJOT and shall be stored, identified and administered at no charge. Use of such material shall only be permitted for purchase orders placed by EJOT.

6.2 Before the start of any manufacture, the Supplier shall inspect the material provided for visible defects and identify it. During manufacture, the Supplier shall perform additional checks as far as these have been specifically agreed with EJOT or are required in accordance with the Suppliers quality management system. If the Supplier detects any quality defects in the material provided by EJOT, EJOT shall be informed immediately in order to coordinate further measures.

6.3 In any case, materials provided by EJOT shall be processed for EJOT. To the extent that the value of materials provided by EJOT exceeds the value of the processing and, if applicable, the value of the remaining components of the newly manufactured articles, the newly manufactured articles shall become the property of EJOT or else, EJOT will become a co-owner at the rate of the value of the material provided in proportion to the value of the overall result.

6.4 Any drawings, descriptions and other technical documents (documentation) provided by EJOT to the Supplier shall remain the inalienable, material and intellectual property of the individual or party, who or which has been entitled to it before its provision. Upon completion of the order, the documentation shall be returned without being requested to do so. Ownership of the documentation prepared in accordance with its specifications shall be transferred to EJOT, if EJOT so desires.

6.5 Tools, moulds, models, samples, drawings, standard sheets, etc. provided by EJOT as well as objects manufactured in accordance with such tools, moulds, models, etc. must neither be passed on to third parties nor used for other than the contractual purposes without EJOT’s written consent. They must not be made available to any third parties, unless this is required for contract performance. If the Supplier breaches this duty, EJOT may demand that they be handed over with reservation to further rights.

6.6 Any information gained in connection with contract performance must not be made available to third parties by the Supplier, unless such information is in the public domain or has become rightfully known in any other way.

7. Defects of quality

7.1 Goods must meet the agreed specifications and anything required if their intended use is known; at a minimum, however, they must meet mandatory legal requirements, be state-of-the-art and comply with safety-related regulations applicable at the time of delivery. The Supplier shall warrant that the subject matters of the contract are free of defects and meet the above-mentioned requirements.

7.2 Acceptance of delivery shall be made with reservation to an inspection for accurateness and suitability. EJOT shall immediately notify the Supplier of defects in delivery as soon as they have been detected under the circumstances of adequate and orderly course of business. In this respect, the Supplier shall waive the defence of any late notification of defects.

7.3 In the event of any defects in delivery or performance, EJOT shall, at its option, be entitled to demand free supplementary performance (either a remedy of the defect or a replacement). This shall also apply to deliveries for which inspection is limited to sampling.

7.4 If supplementary performance is unsuccessful, EJOT shall have the right to rescind the contract without compensation, or demand a reduction in price, claim damages or demand reimbursement of futile expenses.

7.5 In urgent cases and in order to avoid excessive damage in particular, EJOT may remedy a defect itself or have it remedied by a third party to the extent required to be able to meet its own delivery commitments or procure defect-free subject matters of the contract from third parties, as the case may be. The cost of such measures shall be borne by the Supplier.

7.6 If an incoming inspection is required, which exceeds the usual scope of such inspection as a result of imperfect delivery, the Supplier shall bear the cost.

7.7 The Supplier shall bear the cost and risk of returning, sorting out or scrapping defective subject matters of the contract.

7.8 If a defect is only detected after subsequent processing of the subject matters of the contract, the Supplier shall be obliged to bear all costs related to the replacement or supplementary performance of the defective subject matters of the contract, particularly the costs of testing, transport, infrastructure, labour and material. These also include the cost of any required replacement and/or repair of products, which contain defective subject matters of the contract built in by EJOT, as well as the cost of handling and settling warranty claims (material carrying cost).

7.9 If the Supplier, by its own fault, fails to meet a reasonable deadline allowed without having remedied the defect or delivered defect-free goods, EJOT may remedy the defect itself or have it remedied by a third party at the Supplier’s expense. This shall not affect any legal requirements on the dispensability of setting a deadline.

7.10 For the purpose of averting an imminent risk of substantial losses, EJOT may also remedy the defect itself, have it remedied or obtain a substitute at the Supplier’s expense without warning the Supplier or setting a deadline, if, due to any particular urgency, it is no longer possible to notify the Supplier of the defect and the imminent loss and give the Supplier the chance of remedying the matter itself.

7.11 EJOT shall also have the right to claim reimbursement of expenses pursuant to paragraphs 7.5 to 7.10, if damages are claimed owing to a defect of quality.

7.12 In the absence of any different agreement, the right of action in respect of claims for defects of quality shall be limited to 36 months after the passing of the risk.

7.13 If the Supplier meets the supplementary performance obligation by providing a replacement, the limitation period in respect of the product supplied as replacement shall start anew, unless, at the time of supplementary performance, the Supplier has expressly reserved the right to make a replacement for reasons of fair dealing, to avoid disputes or in the interest of continuing the supply relationship.

7.14 The supplier delivers under adherence to the legal regulations and standards applicable in the European Union and in Germany. This includes all relevant regulations and guidelines. The supplier shall inform us immediately regarding relevant changes of the delivered goods, particularly due to the REACH regulation (EC) No 1907/2006, its availability, use or quality and for individual cases agree together with us on suitable measures. The same shall apply as soon and as far the partner becomes aware of such changes.

8. Defects of title

8.1 The Supplier warrants that all deliveries will be free of any third parties rights and that no third parties patents or other industrial property rights will be infringed upon by the delivery and use of the goods in the land of the agreed place of delivery and, as far as the Supplier has been informed, in the intended countries of use.

8.2 The parties shall immediately notify each other in writing, if claims owing to an infringement of trademark rights are asserted against one of the parties.

8.3 If the use of the article of sale as provided in the contract is impaired by any third parties trademark rights, the Supplier shall, without prejudice to its other contractual or legal obligations, be obliged, at its own expense and after consultation with EJOT, to either obtain the right to let the articles of sale be used by the ordering party as provided in the contract without limitation and at no additional cost to that party from the person or body authorised to dispose of that particular trademark right or modify the parts of the performance relevant to the trademark right in such a way that they are no longer covered by the extent of protection but meet contractual provisions just the same.

8.4 The right of action in respect of claims for defects of quality shall be limited to 36 months after the passing of the risk.

9. Supplier’s liability/right of termination

9.1 As far as EJOT or a third party suffers a loss owing to the delivery of defective parts or imperfect execution of a service or other infringement of contractual rights, the Supplier shall be liable to pay damages.

9.2 The Supplier shall be liable for any measures taken by EJOT or EJOT’s customers for the purpose of averting a damage (e.g. product recall) as far as the damage has been caused by a fault of the product delivered by the Supplier.

9.3 The Supplier is obliged to take out a products liability insurance for all deliveries and performances for a sum insured adequate to cover risks in the automotive industry in respect of property damage and bodily injury including cost of product recall coverage and to maintain such coverage for a minimum of 15 years after delivery. The type and extent of insurance coverage including the naming of the third party liability insurer shall be demonstrated to EJOT in adequate form. Deviations shall be reviewed and agreed in each individual case.

9.4 EJOT shall be entitled to terminate the delivery contract without notice for a grave and weighty reason. In particular, this shall be the case, if insolvency proceedings are opened over the Supplier’s assets.

10. Liability to be assumed by EJOT, force majeure

10.1 Any claims for damages for whatever cause in law can only be asserted against EJOT for intent, gross negligence by legal agents or executives and for culpable breach of essential contractual obligations. In the event of any culpable breach of essential contractual obligations, EJOT shall only be liable for any reasonably foreseeable damage inherent to such contracts.

10.2 This limitation of liability shall not apply in cases, in which EJOT is mandatorily liable for any bodily injury or property damage under the products liability law and for any damage by loss of life, bodily harm or injury to health.

10.3 Force majeure, industrial action, civil commotion, official action, absence of subcontracted supplies by suppliers and other unforeseeable, unavoidable and grave events shall release both parties to the contract from their performance obligations for the duration of the disturbance and the extent of its effect. The parties to the contract undertake to immediately provide, within the limits of reasonableness, any information necessary and adapt their obligations to changed circumstances in good faith.

11. Place of performance, place of jurisdiction and applicable law

11.1 The place of performance for delivery of the goods shall be the place of destination named by EJOT. The place of payment shall be the principal office of the EJOT company with which the delivery contract has been concluded.

11.2 The place of jurisdiction for any legal disputes, including summary bill-enforcement and cheque proceedings, shall be the business location of the EJOT company placing the order.

11.3 The law of the Federal Republic of Germany shall be exclusively applicable to the contractual relationship. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG - "Viennese sales law") dated 11 April 1980 shall be excluded.

11.4 If a provision of these Terms & Conditions of Purchasing and additional agreements concluded by the parties to the contract is or becomes invalid, then this shall not affect the validity or the remaining stipulations. The parties to the contract undertake to replace the invalid regulation by a provision, the economic success of which will be as close as possible to the original regulation.

Purchasing terms and conditions as PDF-file
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Purchasing Terms and Conditions