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AEB - List of fees and budget calculation

1. general/scope of application

  1. The General Terms and Conditions of Purchase apply to all business relationships with business partners and suppliers of Emission Partner GmbH & Co. KG (EP), irrespective of their legal nature. They apply to purchase contracts as well as to contracts for work, service and consultancy contracts, contracts for work and materials and combined contracts, irrespective of whether the supplier provides the service itself or purchases it from suppliers.
  2. The Terms and Conditions of Purchase shall also apply in their currently valid version to future contracts for the sale and/or delivery of movable goods and/or services with the same supplier, without EP having to refer to them in each individual case. The current version of the Terms and Conditions of Purchase can be found at https://emission-partner.de/de/aeb.
  3. These Terms and Conditions of Purchase apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the supplier shall only become part of the contract if and to the extent that EP has expressly agreed to their validity in writing. This requirement of consent applies in any case, for example even if EP accepts or pays for the supplier’s deliveries without reservation in the knowledge of the supplier’s General Terms and Conditions.
  4. Individual contractual agreements with the Supplier (including collateral agreements, supplements and amendments) shall take precedence over these Terms and Conditions of Purchase. The content of such agreements shall be governed by the written contract.
  5. Additional agreements made verbally or by telephone shall only be effective after our written confirmation. All amendments to these Terms and Conditions of Purchase and Supply must be made in writing; this also applies to any amendment to this written form clause.
  6. Deliveries and services may only be provided by subcontractors/suppliers if this has been communicated to EP in writing.

2. conclusion of contract

  1. Offers, drafts, samples and specimens of the supplier are free of charge and non-binding for EP. An order from EP shall be deemed binding at the earliest upon written submission or confirmation. Deliveries for which there are no written orders will not be recognized.
  2. The supplier must check the order professionally and in particular notify EP in writing of any errors and discrepancies.
  3. If EP does not receive the order confirmation within 5 working days of the order date, the order is deemed to have been accepted.
  4. If, in exceptional cases, prices are not expressly specified in the order, the contract is only concluded with the written order confirmation or price confirmation by the supplier and written approval by EP.
  5. Amendments or supplements to the order and the contract as well as ancillary agreements require written confirmation by EP to be effective.

3. deliveries and services

  1. Order confirmations, delivery bills and invoices must be enclosed with the delivery in a single copy. If these documents do not show our order, item and other article numbers, EP will return these documents for completion. These documents shall be deemed not to have been served until they have been submitted in full.
  2. The agreed delivery date is binding. Decisive for compliance with the delivery date is the receipt of the goods at the destination specified by us. As soon as the supplier expects to be unable to meet agreed deadlines or dates, it must notify us of this immediately in writing, stating the reasons and the expected duration of the delay. The acceptance of a delayed delivery or service does not constitute a waiver of any claims for damages or other claims.
  3. The supplier shall be responsible for the procurement of the supplies and services required for the deliveries and services – even if he is not at fault.
  4. Deliveries must be made in exact quantities as ordered by EP. An agreement must be reached in advance regarding excess and short deliveries. Partial deliveries are only permitted with the prior written consent of EP.
  5. The items/services ordered must be carried out in accordance with the specifications of the order. Even without an express agreement, the supplier must comply with the latest recognized rules of technology, safety regulations of the authorities and trade associations, as well as the requirements of the EC Machinery Directive for its delivery and/or service. If EP’s specifications in the order do not comply with the latest recognized rules of technology or the relevant safety regulations, the supplier must inform us of this in writing without being requested to do so.
  6. If the supplier does not provide his service or does not provide it within the agreed delivery time or if he is in default, EP’s rights – in particular to withdraw from the contract and to claim damages – shall be determined in accordance with the statutory provisions. The regulations in para. 3.5 remain unaffected.
  7. If the Supplier fails to meet delivery dates for reasons for which it is responsible and is therefore in default of delivery, the Client shall be entitled to claim liquidated damages, provided that it incurs damages. It amounts to 0.5% for each calendar week of delay, but in total not more than 5% of the total value of the delivery, which can therefore only be used late. We expressly reserve the right to assert further claims for damages. The supplier is at liberty to prove that less or no damage has been incurred. The contractual penalty will be offset if EP claims further damages. EP is obliged to declare the reservation of the contractual penalty at the latest upon payment of the invoice.
  8. The goods delivered to us shall become our unrestricted property upon payment. Any extended or expanded retention of title by the supplier is excluded. The supplier must transfer ownership of delivered goods free of third-party rights.
  9. If the object of the delivery/service ordered by EP includes design services or the creation of execution drawings and/or a design service has been commissioned, all native data, in particular drawings in PDF and DWG or DXF as well as 3D models as STEP, parts lists and spare parts lists, must be handed over to EP in digital form without being requested to do so. EP reserves the ownership and copyrights to such illustrations, drawings, calculations and other documents/data provided to the supplier. They are to be used exclusively for production based on our order.
  10. The place of performance is the registered office of EP, unless otherwise stated in the order.

4. provision, retention of title, security interests

  1. If EP provides the supplier with parts, EP reserves the right of ownership of these parts. The parts are to be stored, labeled and managed separately free of charge. Their use is only permitted for the client’s orders. Processing or transformation by the supplier shall be carried out for EP. If the reserved goods are processed with other items not belonging to EP, EP acquires co-ownership of the new item in the ratio of the value of EP’s item to the other processed items at the time of processing.
  2. The supplier is obliged to insure the items belonging to EP against fire, water damage and theft at his own expense. At the same time, the supplier hereby assigns to EP all claims for compensation arising from this insurance. EP hereby accepts the assignment.
  3. Production documents, drawings, models and other information provided to the supplier are entrusted to him as property of EP exclusively for the execution of EP’s orders. These documents must be kept strictly confidential and may only be disclosed to third parties with the express written consent of EP. This shall also apply if the supplier engages subcontractors. If the supplier has to produce a redrawing of the production documents in order to fulfill the order, he is only permitted to do so on condition that the redrawing bears the clearly visible note “Design by Emission Partner GmbH & Co. KG, Saterland-Ramsloh”.
  4. If the supplier passes on the production documents handed over to him for the fulfillment of the order to third parties without authorization or uses them without authorization, he is obliged to pay EP a contractual penalty in the amount of the sales price of the items manufactured according to the documents. The assertion of further claims for damages or injunctive relief remains unaffected by this. Furthermore, EP is entitled to withdraw from all orders and to hold the supplier liable for all resulting damages if he or his subcontractors violate the origin and interests of EP by unauthorized disclosure of production documents, by unauthorized reproduction and distribution of parts.

5. transfer of risk/acceptance documentation

  1. Delivery of the goods to EP or to the delivery point specified by us shall be at the supplier’s risk.
  2. The risk of accidental loss and accidental deterioration of the item is transferred to EP upon handover at the place of performance. The handover must be recorded on a receipt log. If acceptance has been agreed, this shall be decisive for the transfer of risk.
  3. In cases of force majeure, EP is entitled to withdraw from the contract in whole or in part or to demand a postponement of the delivery or service to a later date or period to be determined by it.
  4. The warranty for material defects and defects of title is 36 months, calculated from the transfer of risk, unless expressly agreed otherwise.
  5. Unless otherwise agreed in writing, delivery shall be Delivered Duty Paid (DDP) Incoterms 2010.

6. investigation of defects/liability for defects

  1. If the delivery item is defective, the claims shall be based on the statutory provisions, unless otherwise stated in the following provisions.
  2. An incoming goods inspection is only carried out by EP with regard to externally recognizable damage and externally recognizable deviations in identity and quantity. EP shall give notice of such defects without delay. EP reserves the right to carry out a more extensive incoming goods inspection. Furthermore, EP shall give notice of defects as soon as they are discovered in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects.
  3. EP is entitled to demand that the supplier either rectify the defect or deliver a new item. The right to compensation, in particular the right to compensation instead of performance, is expressly reserved.
  4. EP is entitled to remedy the defect itself at the supplier’s expense if there is imminent danger, particular urgency or the supplier agrees.

7. property rights

  1. If the performance of the order affects third-party industrial property rights, such as patents or utility models, other rights or business or trade secrets of third parties, the supplier shall be obliged to obtain the necessary licenses at its own expense. The supplier guarantees that no third-party rights are infringed in connection with his delivery and indemnifies EP against any third-party claims. The indemnification of the supplier refers to all expenses and damages incurred by EP from or in connection with the claim by a third party.
  2. The supplier irrevocably permits the unrestricted free use of its own property rights and copyrights in connection with the subject matter of the contract. This also applies to plans, drawings etc. which EP may make available to third parties if repairs, modifications or renewals of the subject matter of the contract make this necessary.

8 Product liability and insurance obligation

  1. In the event that claims are made against EP on the basis of product liability, the supplier is obliged to indemnify EP against such claims.
  2. Within the scope of its indemnification obligation, the supplier shall assume all costs and expenses arising from or in connection with claims asserted by third parties, including recall actions carried out by EP. Prior to a recall action, EP will inform the supplier, allow him sufficient cooperation and exchange information with him on efficient implementation. This is not necessary if it is not possible to inform or involve the supplier due to particular urgency.
  3. Further legal claims remain unaffected.
  4. During the contractual relationship with EP, the supplier must always maintain sufficient product liability insurance at its own expense. Upon request, the supplier must provide EP with proof of the conclusion and existence of the product liability insurance.

9. payment

  1. The price stated in the order is binding. All prices are exclusive of statutory VAT, even if this is not shown separately.
  2. Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Supplier as well as all ancillary costs (e.g. proper packaging, customs, import duties, transportation costs including any transportation and liability insurance).
  3. Invoices are to be sent to EP in a single copy, stating the invoice number, order number, quantity, price and other allocation features (in particular EP article number) in the original. The invoices are to be sent separately from the delivery of goods.
  4. Unless otherwise agreed, EP shall pay after 14 days with a 2% discount or after 30 days from receipt of invoice. In the case of bank transfer, payment is deemed to have been made on time if EP’s transfer order is received by EP’s bank before the payment deadline. EP is not responsible for delays caused by the banks involved in the payment process.
  5. EP shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, EP is entitled to withhold due payments as long as EP is still entitled to claims from incomplete or defective services against the supplier.
  6. Insofar as material is provided and advance payments are made by EP, these are deemed to be down payments and remain the property of EP until the consideration is received.
  7. The place of performance for payments is Saterland-Ramsloh.

10 Place of jurisdiction and applicable law

  1. If the Supplier is a merchant within the meaning of §§ 1 ff. HGB (German Commercial Code), a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Oldenburg. However, EP is also entitled to bring an action at the place of performance of the delivery obligation.
  2. German law shall apply in the event of disputes. The applicability of the UN Convention on Contracts for the International Sale of Goods is also expressly excluded in the event that application is provided for in the supplier’s terms and conditions.
  3. The contractual language is German, unless otherwise agreed.

11. environmental protection, occupational safety and management systems

  1. Compliance with laws, rules and regulations
  2. Respect for human rights
  3. Compliance with antitrust and competition laws
  4. Anti-corruption
  5. Product safety, health and the environment
    The details of points 11.1 – 11.5 can be found in the Supplier Code of Conduct and must be complied with by the supplier.

12. reference to data protection

  1. Insofar as it is necessary for the fulfillment of the contract and for the implementation of pre-contractual measures, we process personal data, such as contact persons and business contact details.
  2. The handling of personal data is governed by the provisions of the General Data Protection Regulation (GDPR) and any other data protection regulations. You can find more information at
    Data protection
    .

Status: 27.03.2024