1. General/Applicability
    1. The General Terms and Conditions of Purchase shall apply to all business relations with business partners and suppliers of Emission Partner GmbH & Co. KG (EP), irrespective of their legal nature. They shall apply both to purchase contracts and to Contracts for work, services and consulting, contracts for work and materials and for combined contracts, irrespective of whether the supplier provides the service itself or buys it from suppliers.
    2. The Purchasing Conditions, as amended from time to time, shall also apply 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 downloaded from
    3. These Terms and Conditions of Purchase shall 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 shall apply in all cases, including, for example, if EP unconditionally accepts or pays for the Supplier’s deliveries in full 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. Verbal or telephonic subsidiary agreements shall only be effective after our written confirmation. All amendments to these terms and conditions of purchase and purchase must be made in writing; this shall also apply to any amendment to this written form clause.
    6. Supplies and services may only be provided by subcontractors/suppliers if EP has been notified of this 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 placed by EP shall be deemed binding at the earliest upon written submission or confirmation. Deliveries for which there are no written orders shall not be accepted.
    2. The Supplier shall examine the order professionally and in particular inform EP in writing of any errors and discrepancies.
    3. If the order confirmation is not received by EP within 5 working days of the order date, the order shall be deemed accepted.
    4. If, as an exception, prices are not expressly determined in the order, the contract shall only be concluded with the written order confirmation or price confirmation by the supplier and EP’s written approval.
    5. Amendments or supplements to the order and the contract as well as collateral agreements shall require written confirmation by EP in order to become effective.
  3. Trade accounts payable
    1. Order confirmations, delivery notes and invoices shall be enclosed with the delivery in a single copy. If these documents do not contain our order, item and other article numbers, EP shall return these documents for completion. These documents shall be deemed not to have been delivered until they have been submitted in full.
    2. The agreed date for delivery shall be binding. The date of receipt of the goods at the destination specified by us shall be decisive for compliance with the delivery date. As soon as the supplier has to reckon with not being able to comply with agreed deadlines or dates, he must immediately notify us of this in writing, stating the reasons and the expected duration of the delay. The acceptance of a delayed delivery or service shall not constitute a waiver of any claims for damages or other claims.
    3. The supplier is responsible for the procurement of the supplies and services required for the deliveries and services – even without fault.
    4. Deliveries shall be made in quantities exactly as ordered by EP. Prior notification must be obtained of any excess or short deliveries. Partial deliveries shall only be permitted with the prior written consent of EP.
    5. The ordered items/services shall be executed in accordance with the specifications of the order. Even without express agreement, the supplier must comply with the latest recognised rules of technology, safety regulations of the authorities and trade associations as well as the requirements of the EC Machinery Directive for his delivery and/or service. If EP’s specifications in the order do not comply with the latest recognised 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 fails to perform its obligations or fails to perform its obligations within the agreed delivery period or is in default, EP’s rights – in particular rights to rescission and damages – shall be governed by the statutory provisions. The provisions in Clause 3.5 shall remain unaffected.
    7.  If, for reasons for which the Supplier is responsible, the Supplier fails to meet delivery dates and is thereby in default of delivery, the Client shall be entitled – insofar as it suffers damage – to demand liquidated damages. It shall amount 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 only be used late as a result. We expressly reserve the right to assert further claims for damages. The supplier shall be free to prove that less damage or no damage has been incurred. The contractual penalty shall be credited if EP claims further damages. EP shall be 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 extended retention of title by the supplier is excluded. The supplier must transfer ownership of the delivered goods free of third-party rights.
    9. If the object of the delivery/service ordered by EP includes design services or the preparation of construction 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, shall be handed over to EP digitally without being requested to do so. EP reserves title and copyright to such illustrations, drawings, calculations and other documents/data provided to the supplier. They shall be used exclusively for production based on our order.
    10. The place of performance shall be EP’s place of business, unless otherwise stated in the order.
  4. Provision, retention of title, security claim
    1. If EP provides parts to the Supplier, EP shall retain title thereto. The parts shall be stored, labelled and administered separately free of charge. They may only be used for orders placed by the client. Processing or transformation by the Supplier shall be carried out for EP. If the reserved goods are processed with other objects not belonging to EP, EP shall acquire co-ownership of the new object in the ratio of the value of the object of EP to the other processed objects at the time of processing.
    2. The Supplier shall be obliged to insure the items belonging to EP against fire, water and theft at its own expense. At the same time, the Supplier hereby assigns to EP all claims for damages under this insurance. EP hereby accepts the assignment.
    3. Production documents, drawings, models and other information handed over to the supplier shall be entrusted to him as the property of EP exclusively for the execution of orders from EP. 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 employs subcontractors. If the Supplier has to draw up a redrawing of the production documents in order to fulfil the order, it shall only be permitted to do so on condition that the redrawing bears the clearly visible note “Design of Emission Partner GmbH & Co. KG, Saterland-Ramsloh”.
    4. If the Supplier passes on to third parties without authorization the production documents handed over to him for the fulfilment of the order or uses them without authorization, he shall be obliged to pay EP a contractual penalty in the amount of the sales price of the items produced according to the documents. This shall not affect the assertion of further claims for damages or injunctive relief. Furthermore, EP shall be entitled to withdraw from all orders and to hold the supplier liable for all damages arising therefrom if he or his sub-suppliers violate the origin and interests of EP by unauthorised disclosure of production documents, unauthorised reproduction and distribution of parts.
  5. Transfer of risk/acceptance documentation Gefahrenübergang/Abnahme-Dokumentation
    1. The delivery of the goods to EP or the place of delivery specified by us shall be at the risk of the supplier.
    2. The risk of accidental loss and accidental deterioration of the goods shall pass to EP upon delivery at the place of performance. The handover shall be recorded on a record of receipt. If acceptance has been agreed, this shall be decisive for the transfer of risk.
    3. In cases of force majeure, EP shall be entitled to withdraw from the contract in whole or in part or to demand a postponement of the delivery or service to a later point in time or period to be determined by it.
    4. The warranty for material defects and defects of title shall be 36 months, calculated from the transfer of risk, unless expressly agreed otherwise.
    5. Unless otherwise agreed in writing, delivery shall be made delivered duty paid (DDP) Incoterms 2010.
  6. Defect investigation/liability for defects
    1. If the delivery item is defective, the claims shall be based on the statutory provisions, unless otherwise specified in the following provisions.
    2. EP shall carry out an incoming goods inspection only with regard to externally recognisable damage and externally recognisable deviations in identity and quantity. EP shall give notice of such defects without undue 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 late notification of defects.
    3. EP shall be entitled, at its discretion, to demand that the Supplier remedy the defect or deliver a new item. EP expressly reserves the right to claim damages, in particular damages in lieu of performance.
    4. EP shall be entitled to remedy the defect itself at the Supplier’s expense if there is imminent danger, special urgency or if the Supplier agrees.
  7. Property rights
    1. If third-party industrial property rights, such as patent or utility models, other rights or business or trade secrets of third parties are affected by the fulfilment of the order, the supplier shall be obliged to obtain the necessary licences at his own expense. The Supplier warrants that no rights of third parties are infringed in connection with its Supplies and indemnifies EP against any claims of third parties. The Supplier’s indemnity relates to all expenses and damages incurred by EP as a result of or in connection with claims asserted by a third party.
    2. The Supplier irrevocably permits the unrestricted free use of its own industrial property rights and copyrights in connection with the subject matter of the contract. This shall also apply 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 shall be obliged to indemnify EP against such claims.
    2. Within the scope of its indemnification obligation, the Supplier shall bear all costs and expenses arising from or in connection with any claims asserted against EP by third parties, including any recall actions carried out by EP. Prior to any recall EP shall inform the Supplier, enable the Supplier to cooperate sufficiently and exchange information with the Supplier on how to carry out the recall efficiently. This shall not be necessary if the Supplier’s information or participation is not possible due to particular urgency.
    3. Further legal claims remain unaffected.
    4. During the contractual relationship with EP, the Supplier shall at all times maintain adequate product liability insurance at its own cost. Upon request, the Supplier shall provide EP with evidence 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 the statutory value added tax, 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 duties, import duties, transport costs including any transport and liability insurance).
    3. Invoices shall be sent to EP in one single copy, quoting the original invoice number, order number, quantity, price and other classification features (in particular EP article number). The invoices shall be sent separately from the delivery of the goods.
    4. Unless otherwise agreed, EP shall pay after 14 days with 2% discount or after 30 days from receipt of invoice. In the case of bank transfers, payment shall be deemed to have been made on time if EP’s transfer order is received by EP’s bank before the expiry of the payment deadline. EP is not responsible for delays caused by the banks involved in the payment process.
    5. EP shall be entitled to set-off and retention rights as well as the defence of non-performance of the contract to the extent permitted by law. In particular, EP shall be entitled to withhold payments due as long as EP is still entitled to claims against the Supplier from incomplete or defective services.
    6. Insofar as materials are provided and advance payments are made by EP, these shall be regarded as down payments and shall remain the property of EP until the consideration has been accepted.
    7. The place of performance for payments shall be Saterland-Ramsloh.
  10. Place of jurisdiction and applicable law
    1. If the supplier is a merchant within the meaning of §§ 1 et seq. HGB, legal entity under public law or a special fund under public law, is the exclusive – also international – place of jurisdiction for all disputes arising from or in connection with the contractual relationship in Oldenburg. However, EP is also entitled to take legal 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 of business.
    3. Unless otherwise agreed, the contract language shall be German.
  11. Environmental protection, occupational health and 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 environment
      The details on items 11.1 – 11.5 are to be found in the Supplier Code of Conduct and must be observed by the Supplier
  12. Notes on data protection
    1. EP processes personal data, such as contact persons and official contact data, insofar as this is necessary for the fulfilment of the contract and the implementation of pre-contractual measures.
    2. Personal data shall be handled in accordance with the provisions of the Basic Data Protection Ordinance (DSGVO) and any other data protection provisions.
      Further information is available at

Status: 05.06.2019