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General Terms and Conditions of Purchase and Delivery of the Company

1. Orders and agreements shall be deemed binding only if they have been placed or confirmed by us in writing. Services for which a written order has not been placed are not binding on us and will not be paid even if such services have been provided on demand of our personnel. These General Terms and Conditions of Purchase and Delivery shall apply to any and all orders and suppliers even to those which are not covered by a purchase contract.
By acceptance of the order, these General Terms and Conditions of Purchase and Delivery will become an integral part of contract. The Terms and Conditions of Delivery enclosed to your offer or your order confirmation shall not apply even if we do not explicitly object to them. Payments and acceptance of services by us shall not constitute any acknowledgement of any Terms and Conditions of Sales/Delivery of the Supplier. Contrary Terms and Conditions shall apply only if and insofar they are acknowledged by us expressly in writing.

2. Unless otherwise agreed, the prices shall be deemed fixed.

3. The dates of delivery agreed shall be binding except Acts of God. When you are in default with your services to be provided, we shall have the right, at our option, to claim subsequent delivery and damages due to delayed delivery or, instead of performance, damages due to non-performance or to withdraw from the contract. You are obliged to notify us immediately of delays in delivery perceptible to you.

4. During the manufacture and before delivery of ordered goods, we shall be entitled to inspect material, production processes and other work required to provide the contractual services. If said inspection is not permitted without good cause, we shall have the right to withdraw from the contract without any claim raised from your part for damages or payment of services already provided. The same shall apply if defects or deviations from the contractual agreements have already been ascertained during inspection. Instead of withdrawal from the contract, we shall also have the right to claim remedy without undue delay. We can also request a report with regard to the goods ordered by us at any time, in particular, on the status of the manufacture thereof. Acceptance deadlines required in terms of manufacture shall be notified to us in time to ensure our participation therein. Unless we have exercised our rights in terms of this item, this cannot be invoked against us.

5. The goods to be delivered must comply with the material specifications designated by us as well as with DIN, VDE, and similar normative standards. Hazardous materials shall be packed and identified according to applicable law; relevant safety data sheets must be included in the delivery. Hazardous goods must also be packed and identified according to applicable law; dangerous-goods classification or, if need be, note “no dangerous goods” must be indicated on the delivery bill.
The delivery and/or service must be performed so that the legal and official regulations applicable to us on the date of delivery, in particular, EU-Directives, Machine Safety Code, Accident-Prevention and other Labour-Safety Regulations as well as generally recognised occupational safety and health regulations are strictly adhered to.

The CE-symbol must be affixed clearly visible and the Declaration of Conformity must be supplied. Packing material should be CFC-free, chlorine-free, chemically inactive, neutral to ground water, and non-toxic in combustion. You are obliged to dispose of your waste, packing material etc. at your sole responsibility and free of charge to us. If you do not follow this agreement, we will take care of disposal at your expense and without setting any further deadline.

6. You shall be liable for that your delivery is free from any rights of third parties and that no patents or other industrial property rights of third parties are infringed by your deliveries and the contractual exploitation thereof both at home and abroad.

7. Shipping documents and invoices shall always bear our order number, vendor number, delivery point, and material quantity. The single packages of delivery must show our goods description. Upon non-compliance, we will reserve the right to bill you for the expenses incurred thereby.

8. Unless otherwise agreed, we will make our payments with a discount of 3 % to the first payment date that is two weeks after receipt of goods and receipt of invoice or after 30 days without deduction of discount.
Invoices shall be issued in duplicate, indicating the order number, supplier number and the name of the responsible employee. In future, please only use the address rechnung@ersoma.de to send invoices and credit notes electronically. Please send your invoice and credit notes to our headquarters without exception, even if the order was placed by one of our branch offices. This address can also be used as a postal address if you should not have the opportunity to send us your invoice electronically. In the case of electronic dispatch, no additional invoices are sent by post.
Our company address is:
ERMAFA Sondermaschinen- und Anlagenbau GmbH
Otto-Schmerbach-Strasse 19
09117 Chemnitz

Once the goods have been received later than the invoice or the invoice has been issued incompletely, the date of receipt of the goods and/or of the proper invoice shall be decisive for the calculation of discount term. Any delivery/service performed prior to the agreed deadline will not affect the terms of payment bound to the contractually agreed deadline.

9. Without our previous written consent which must not be unreasonably withheld, the vendor shall not be entitled to assign his claims against us or to have them collected by third parties.

10. You shall be aware of the purpose of contractual performance. You shall warrant for the fitness of performance in compliance with the intended purpose. Unless otherwise stipulated, best quality in materials and best execution of performance are deemed to be agreed upon in the contract.

11. Warranty and liability shall be in accordance with legal regulations unless otherwise agreed or provided for in these Terms and Conditions. We may also demand remedy of defects. Any objection to delayed complaints and unconditional acceptance shall be excluded. In urgent cases or if you cannot fulfil your warranty obligations without undue delay, we shall have the right to replace or remedy defective parts and rectify incurred damages. In the case of replacement delivery or removal of defects, the warranty period for the associated parts shall commence once again.

12. If we are held liable for any infringement of official safety regulations or for any other legal reasons according to national or international law, we shall have the right , in consideration of the principle of good faith, to claim compensation for the damage we suffered from the vendor according to the stipulations laid down in the laws applied against us (liability principles) insofar as his deliveries and/or his behaviour were defective and have caused the damage, unless the vendor proves that the damage has been inevitable and unpredictable. In such cases where any recourse has to be expected, we are prepared to inform the vendor about the claims raised against us and the measures taken by us. By acknowledgement of the receipt of delivered goods and by acceptance or approval of presented drawings, we do not waive any warranty claims or other rights.

13. Our order and any and all associated commercial and technical details must be kept confidential by the vendor. The vendor may refer to the business relationship with us only if he has received our prior written consent.

14. The place of performance for deliveries and services is the place of receipt named by us. Unless otherwise stated, the place of performance is Chemnitz.

15. In addition to the present General Terms and Conditions for Purchase and Delivery, the Law of the Federal Republic of Germany shall indispensably prevail.
The ineffectiveness of individual provisions shall not affect the effectiveness of these Terms and Conditions. The legal venue shall be Chemnitz. We may also take recourse to the competent courts at the headquarters of your company or to those courts before which third parties may invoke against us for circumstances which are causally associated with their deliveries, services and other obligations.

State of revision: Septembre, 1st 2020

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