Section 1 General provisions

For all orders of the company ELKA-Torantriebe GmbH u. Co. Betriebs KG (hereinafter referred to as ELKA) only these terms and conditions apply, unless expressly otherwise agreed. Conditions set out in the Contractor’s general terms and conditions or order confirmation are hereby expressly objected to. Unconditional acceptance of order confirmations or deliveries does not mean recognition of such conditions.

By undertaking the first delivery on the basis of these Terms and Conditions of Purchase, the Contractor acknowledges their exclusive validity for all future orders.

Orders and contracts are binding if they are made in writing or have been confirmed in writing. The offer can only be accepted within a period of 14 days, unless otherwise agreed.

These Terms and Conditions of Purchase shall apply exclusively to entrepreneurs (Section 14 BGB), legal persons under public law or special funds under public law within the meaning of Section 310 (1) BGB.

The passing on of the order to third parties, including the assignment of the rights and claims resulting from it, requires the prior written agreement of ELKA.

Section 2 Delivery and shipping

Delivery shall be made in accordance with the order on the agreed dates.

The Contractor must comply with the shipping instructions of ELKA and the forwarding agent or carrier. The order and article numbers of ELKA are stated on all shipping documents, letters and invoices.

Costs of transport, including packaging, insurance and all other ancillary costs, shall be borne by the Contractor, unless expressly otherwise agreed.

When agreeing a shipment, risk only passes to ELKA when the goods are handed over at the agreed destination.

Section 3 Lead times, delivery dates

The lead times or delivery dates stated in orders are binding and are to be understood as arriving at the place of performance.

If agreed lead times and delivery dates are missed ELKA is entitled without reservation to make statutory claims; in particular ELKA reserves the right to withdraw, after expiry of an appropriate period of grace, from the contract or to claim compensation for damages instead of performance.

The Contractor is obliged to inform ELKA immediately in text form, if circumstances occur or become recognisable which would result in the delivery time not being met.

Section 4 Quality and acceptance

The Contractor warrants that the goods comply with the submitted specifications, relevant standards and the state of the art.

ELKA reserves the right to check the goods immediately after receipt for obvious and visible defects and to accept them only afterwards. In case of complaint the Contractor can be charged with the costs of inspection and replacement delivery. Obvious defects to the goods are considered to have been notified by ELKA in good time, if they are reported to the Contractor within 14 days of receipt of the goods at ELKA’s premises. In case of hidden defects, the aforementioned period starts to run on discovery of the defect.

For dimensions, weights and unit quantities of a delivery, the values determined during the incoming goods inspection are binding.

In the event of an agreed contractual penalty for delay in delivery, the claim to a contractual penalty shall remain valid even if not expressly asserted upon acceptance of the delivery. Further claims shall likewise remain valid without special reservation upon acceptance.

Section 5 Prices and terms of payment

If no special agreement has been made, the prices shall be inclusive of statutory value added tax including packaging, freight, import duty, insurance and the like to the address (destination) specified by us. The agreed prices are fixed prices for the entire order quantity, regardless of how the delivery or service is provided. Payment shall be made subject to proper delivery, correct pricing and accurate calculation.

ELKA shall be entitled to rights of retention and the defence of non-fulfilment of the contract as set out by law. In case of incomplete or defective performance, ELKA is entitled to withhold a proportionate amount of the payment due until proper performance is provided.

ELKA is permitted to set off all claims to which ELKA is entitled vis-a-vis the Contractor against the claims which the Contractor asserts against ELKA. The set-off of claims of the Contractor against ELKA is only permitted for undisputed or legally established claims of the Contractor.

Invoices are payable within 14 days less 3% discount, within 30 days net cash from the date of invoice, unless otherwise agreed on a case-by-case basis.

Section 6 Warranty

The Contractor's warranty obligation shall be governed by statutory provisions, unless otherwise stipulated below.

The warranty period shall be at least 12 months from delivery at the place of performance. If the statutory warranty period is longer, this shall apply.

All costs incurred by the delivery of defective goods, in particular transport, infrastructure and labour costs, shall be borne by the Contractor.

The warranty period for replacement deliveries shall commence at the earliest on the date of arrival of the replacement delivery.

The Contractor is obliged to reimburse reasonable costs for a recall campaign under product liability law. A statement of position will be made as soon as possible to the Contractor by ELKA.

The Contractor shall hold ELKA harmless on first demand against all claims of third parties, which are raised due to defects, violation of third-party property rights or product damages in delivery proportionate to the cause. The Contractor guarantees the existence of adequate product liability insurance.

Section 7 Information and data

Drawings, drafts, samples, manufacturing instructions, internal company data, tools, equipment etc., which ELKA provides to the Contractor for the submission of an offer or for the execution of an order, remain the property of ELKA. They may not be used for other purposes, duplicated or made accessible to third parties and are to be kept with the diligence of a prudent businessman.

Section 8 Property rights of third parties

The Contractor warrants that third-party rights do not oppose the intended use of the purchased goods, in particular that third-party property rights are not violated. If ELKA is nevertheless held liable for a possible infringement of third-party rights, e.g. copyrights, patents and other industrial property rights, the Contractor shall indemnify ELKA from this and from any performance in connection with this.

Section 9 Data protection

The Contractor declares its revocable consent to the order-related processing of personal data provided in accordance with the statutory provisions.

Section 10 Severability clause

Should individual provisions of these General Terms and Conditions of Purchase be or become void, the remaining provisions shall remain in effect.

Section 11 Place of performance / Jurisdiction / Legal status

The place of performance for delivery is Tönning.

German law applies exclusively. The place of jurisdiction is the registered office of ELKA.

Section 12 Deviating agreements

Agreements which deviate from the contents of these General Terms and Conditions of Purchase are only valid if they are accepted in writing by ELKA.