1.1 These General Terms and Conditions of Purchase shall apply to all orders placed by ELP GmbH European Logistic Partners (hereinafter referred to as “ELP”) with suppliers, service providers and other business partners (hereinafter collectively referred to as “Supplier”).
1.2 They shall also apply if ELP accepts deliveries without reservation in the knowledge of contradictory or supplementary terms and conditions of the Supplier. General terms and conditions of the Supplier which contradict or supplement these General Terms and Conditions of Purchase shall only become part of the contract to the extent that ELP has expressly agreed to their application in writing in advance.
1.3 Individual written agreements made with the supplier in individual cases shall take precedence over these General Terms and Conditions of Purchase.

2.1 Offers of the Supplier shall be made free of charge and shall not create any obligations for ELP. The Supplier shall expressly point out any deviations from ELP’s inquiry in its offer and additionally offer ELP alternatives which are technically and economically more favorable compared to the inquiry.
2.2 Orders placed by ELP must be in writing or text form. Deviations, amendments or additions to the order by the order confirmation shall only become part of the contract if they are confirmed by ELP in writing or text form.
2.3 ELP may revoke the order if the Supplier does not accept it in writing or by immediate delivery within two (2) weeks after receipt.
2.4 Cost estimates of the Supplier shall be binding and shall not be remunerated unless expressly agreed otherwise.
2.5 The use of subcontractors requires the prior written consent of ELP. If consent is granted, the supplier shall nevertheless remain fully responsible to ELP for the performance of the contract.

3.1 The prices and currencies stated in ELP’s order shall be exclusively decisive. All prices include packaging, transport costs and insurance and are net prices plus value added tax, which ELP shall additionally pay at its respective statutory rate.
3.2 If the Supplier has assumed responsibility for installation or assembly, the Supplier shall bear all expenses required for this, in particular installation and assembly costs, travel expenses, provision of tools and allowances.
3.3 Invoices shall be sent in single copy to the respective invoice address specified in the order. Payments to suppliers shall be made exclusively in weekly payment runs following the due date. Only deliveries/services from one order may be settled in one invoice. As long as ELP does not have an auditable invoice in conformity with the order and the law, there is no obligation to pay. The payment can be made with debt-discharging effect by ELP itself or by a payment service provider explicitly authorized by ELP for this purpose.

4.1 Delivery of Goods shall be made carriage paid (CPT in accordance with INCOTERMS 2020) from the place of delivery specified in the Order (if applicable), to the place of destination specified in the Order.
4.2 The Supplier shall not be entitled to make partial deliveries unless ELP has expressly agreed to them in advance or they are reasonable for ELP. In the case of batch-dependent goods, partial deliveries must originate from one batch and be marked accordingly.
4.3 Agreed dates or deadlines are binding. The receipt of the goods at the place of destination designated by ELP shall be decisive for compliance with the delivery dates or deadlines. If a delivery with installation and assembly has been agreed, the acceptance of the installation or assembly shall be decisive for the timeliness of the delivery.
4.4 If delivery dates or deadlines are not met, the statutory provisions shall apply. If the Supplier realizes that it cannot fulfill its contractual obligations in whole or in part or cannot fulfill them in time, it shall inform ELP thereof without undue delay, stating the reasons and the expected duration of the delay. In particular, Supplier may only claim that it has not received or has not received in due time the documents required for the delivery (e.g. design and manufacturing documents, end-use declarations) from ELP if it has previously sent a written reminder to ELP and has not received the documents within a reasonable period of time.
4.5 The Supplier shall notify ELP in writing without undue delay if circumstances occur or become apparent to the Supplier which are likely to make timely delivery or performance impossible. Operational disruptions, shortages of energy or raw materials, traffic disruptions, insofar as such events were not foreseeable, as well as strikes, lockouts, official decrees and cases of force majeure shall release the party affected thereby from the obligation to deliver or accept for the duration of the disruption and to the extent of its effect. In this case, the Supplier shall distribute any remaining stocks of goods among its customers on a pro rata basis in proportion to their orders. If the delivery or acceptance is delayed by more than one (1) month due to the circumstances listed in this paragraph, both the Supplier and ELP shall be entitled to withdraw from the contract with respect to the quantity affected by the delivery and acceptance disruption, to the exclusion of all further claims.

5.1 The risk of accidental loss and accidental deterioration shall pass to ELP in accordance with the INCOTERMS agreed in the Purchase Order. If the supplier has taken over the installation or assembly, the risk shall only pass to ELP at the time of acceptance.
5.2 Each delivery shall be accompanied by a delivery bill referencing ELP’s purchase order number and identifying the contents of the delivery by type and quantity as well as lot, batch or serial numbers. If the delivery bill is missing or incomplete, ELP shall not be responsible for any resulting delays in processing and payment.
5.3 The Supplier shall pack the goods with packaging materials approved at the place of destination and, where applicable, licensed in the Dual System, in such a way that transport damage is avoided and transport specifications are complied with. The supplier shall be liable for damage resulting from improper packaging in accordance with the statutory provisions. If ELP exceptionally agrees to bear packaging costs, these shall be charged at the verifiable cost price.

6.1 The Supplier is obliged to carry out an effective quality assurance and to maintain a corresponding, effective quality assurance/quality management system and to prove this to ELP upon request. Upon ELP’s request, Supplier shall apply a quality assurance/quality management system in accordance with DIN ISO 9001 and/or ISO 14001 and/or DIN EN ISO 13485 or equivalent in accordance with the recognized regulations on GMP and GLP (“Quality Assurance System”). The supplier accepts that ELP is entitled to audit its quality assurance system.
6.2 For this purpose, ELP or a third party commissioned by ELP and bound to secrecy may conduct an audit at the Supplier’s business premises during the Supplier’s usual business hours in order to verify the Supplier’s compliance with the quality specifications. If separately agreed between the Parties, ELP may conduct audits at the Supplier’s premises on a regular basis, in each case after prior notice. For this purpose, the Supplier shall, among other things, provide insight into the certification and audit reports as well as into testing or manufacturing processes carried out, including all records and documents relating to the delivery. ELP, as well as the third party commissioned by ELP to conduct an audit, shall ensure that the audit is conducted in compliance with the applicable data protection and other statutory provisions in a manner that disrupts the Supplier’s business operations as little as possible and that there is no breach of confidentiality agreements of the Supplier with third parties. ELP and the supplier shall each bear the costs incurred in carrying out the audit.

7.1 The Supplier shall owe the freedom from defects of the Delivery and the existence of the agreed and/or guaranteed quality as well as the quality that ELP may expect based on public statements of the Supplier, the manufacturer or third parties entrusted with the distribution of the Goods. The delivered goods must comply with the applicable statutory provisions, regulations, directives, in particular with regard to environmental protection, occupational health and safety, CE regulations, legal and administrative provisions, tax and social security provisions, as well as the recognized rules of science and technology (Current State of the Art).
7.2 Supplier warrants that all substances contained in the delivered goods have been effectively pre-registered, registered and authorized in accordance with Regulation EC No. 1907/2006 of 18.12.2006 (“REACH Regulation”) and Regulation EC No. 1272/2008 of 16.12.2008 (“CLP Regulation”), including all amendments, modifications, guidance notes and all national laws applicable in connection with the REACH Regulation and the CLP Regulation, respectively, with the relevant requirements of the REACH Regulation and the CLP Regulation, respectively. The Supplier warrants that it will provide ELP with current, complete safety data sheets that comply with the requirements of the REACH or CLP Regulation with each delivery.
7.3 Supplier further warrants that if articles supplied to ELP contain a concentration of more than 0.1% by mass (w/w) of one or more substances meeting the criteria of Articles 57 and 59 of the REACH Regulation, Supplier will provide ELP with sufficient information for safe storage and use of the articles.
7.4 Suppliers delivering goods from outside the European Union to the European Union undertake to carry out the necessary registrations for products referred to in Title II of the REACH Regulation and to appoint an Only Representative in accordance with Article 8 of the REACH Regulation who will fulfill the obligations of an importer arising from Title II of the REACH Regulation.

8.1 Invoices from suppliers are due within thirty (30) days. The payment period begins as soon as (i) the delivery has been handed over to ELP or to a person authorized by ELP at the destination named in the order, (ii) all other services have been fully performed (including any agreed acceptance); and (iii) a properly issued invoice has been received.
8.2 If payment is made within fourteen (14) days, ELP shall be entitled to a discount of three (3) percent. A discount shall also be allowed if ELP offsets or withholds payments in an appropriate amount due to defects.
8.3 The Supplier shall prepare an auditable invoice for each purchase order, which must contain all mandatory information required by German law. The invoice shall state ELP’s complete purchase order number and, if available, the supplier’s delivery note number(s). The invoice shall be sent to the billing address specified in ELP’s purchase order.
8.4 Payments made by ELP shall not imply acceptance of the deliveries or services as being in accordance with the contract.
8.5 Offsetting or assertion of a right of retention by the Supplier shall be excluded unless the Supplier offsets against an undisputed or legally established claim or asserts a right of retention in this respect.

9.1 ELP shall, insofar as this is feasible in the ordinary course of business, inspect the goods immediately upon receipt at the place of destination to determine whether they correspond to the ordered quantity and type and whether there is any externally visible transport damage or other externally visible defects. Unless a separate agreement has been concluded in this respect, the supplier undertakes to maintain product liability insurance of at least EUR 1 million per personal injury/property damage – as a lump sum. The amount of the legal and contractual liability remains unaffected by the scope of the insurance cover.
9.2 If ELP discovers a defect during the incoming goods inspection according to clause 9.1 or even later, ELP shall notify the Supplier thereof.
9.3 The Supplier waives the objection of late notification of defects for all externally visible defects notified within ten (10) calendar days after delivery and all other defects notified within ten (10) calendar days after discovery.

10.1 If goods are defective, ELP shall be entitled to its statutory rights in accordance with the following provisions.
10.2 ELP shall have the right to choose the type of subsequent performance. The Supplier may refuse the type of subsequent performance chosen by ELP if it is only possible at disproportionate costs. In the event of subsequent performance, the Supplier shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor, material costs as well as installation and removal costs.
10.3 If the Supplier fails to meet its obligation to remedy the defect within a reasonable period of time set by ELP, ELP may, at its option and in accordance with the statutory provisions, rescind the contract in whole or in part, demand a price reduction, remedy the defect itself or have it remedied by third parties at the Supplier’s expense and claim damages or reimbursement of futile expenses.
10.4 The rights set forth in Clause 10.3 may be asserted without setting a time limit if ELP has a special interest in immediate subsequent performance and a request to the Supplier to remedy the defect within a reasonable period of time is unreasonable. This shall be the case in particular if ELP has to remedy the defect immediately in order to avoid its own delay in delivery, if there is a risk to operational safety or if this is necessary to avert exceptionally high damages. The statutory provisions on the dispensability of setting a deadline shall remain unaffected.
10.5 The limitation period for ELP’s rights due to defects shall be thirty-six (36) months from the date of delivery of the goods at the place of destination or, if delivery with installation or assembly is owed, from the date of acceptance thereof, unless a longer statutory period applies. Insofar as the Supplier delivers a new item free of defects (replacement delivery) within the scope of its subsequent performance obligation, the limitation period shall start anew, unless the Supplier has expressly and appropriately reserved the right to make the replacement delivery only as a gesture of goodwill, to avoid disputes or in the interest of the continuation of the supply relationship when making the subsequent performance.

11.1 In the event that ELP is held liable on the basis of product liability, the Supplier shall indemnify ELP against such claims to the extent that the damage was caused by a defect in the goods delivered by the Supplier. In cases of fault-based liability, however, this shall only apply if the Supplier is at fault. If the cause of the damage lies within the supplier’s sphere of responsibility, he must prove that he is not at fault.
11.2 Upon request, the Supplier shall provide ELP with adequate support in clarifying and defending claims of third parties.
11.3 Within the scope of its indemnification obligation under Clause 11.1, Supplier shall also be obliged to bear all costs and expenses arising from or in connection with any measure lawfully taken by ELP to prevent damage (e.g. recall action). ELP shall inform the Supplier in good time in advance about the content and scope of such a measure – as far as possible and reasonable – and give the Supplier the opportunity to comment.
11.4 The Supplier undertakes to maintain adequate insurance coverage with regard to product liability. Upon request, the supplier shall provide ELP with evidence of the insurance coverage.
11.5 Unless a separate agreement has been concluded, the Supplier undertakes to maintain a product liability insurance of at least EUR 1 million per personal injury/property damage – lump sum. The amount of the legal and contractual liability remains unaffected by the scope of the insurance cover.

12.1 If the Supplier fails to comply with the applicable statutory and contractual provisions in the performance of the contract despite a warning with a reasonable deadline, ELP shall be entitled to terminate the contract without notice for good cause. Termination for cause may also occur if the supplier violates environmental regulations, health and safety regulations, applicable ethical principles (cf. http://www.unglobalcompact.org) or provisions to combat corruption and money laundering as well as illegal employment (collectively hereinafter referred to as “security and protection provisions”) and there is a possibility that ELP may be not insignificantly impaired in its business operations as a result. This is particularly the case if the public image of ELP may be affected.
12.2 The Supplier accepts the requirements of ELP’s own “Code of Conduct for Suppliers” (cf. http://www.elpgmbh.de/ComplianceLieferant) as amended from time to time and complies with them. It is the supplier’s responsibility to check this regularly for changes.
12.3 The Supplier accepts that ELP is entitled to audit and assess its compliance with safety and security regulations based on our corporate social responsibility. This assessment can be done through a questionnaire provided by ELP.
12.4 If there is a reasonable suspicion that the Supplier is in breach of safety and protection regulations, a third party commissioned by ELP and bound to secrecy may conduct audits at the Supplier’s business premises during the Supplier’s usual business hours in order to verify the Supplier’s compliance with the safety and protection regulations. ELP, as well as the third party engaged by ELP for an audit, will ensure that the audit is conducted in compliance with applicable data protection and other legal requirements in a manner that disrupts Supplier’s business operations as little as possible and ensures that there is no breach of Supplier’s confidentiality agreements with third parties. If the audit reveals that the supplier is in breach of safety and protection regulations, the supplier shall bear the costs of the audit. Otherwise ELP will bear these costs.
12.5 The Supplier shall immediately inform ELP of the nature and extent of any such circumstances which, in the course of the performance of any purchase or supply contract entered into with us, may result in ELP becoming a party to the public interest, such as an accident during transportation or handling of our products and waste.

13.1 The Supplier shall ensure that the delivered goods and the manufacturing process do not infringe any industrial property rights or other rights of third parties.
13.2 The Supplier shall be liable for expenses and damages (including legal costs) arising from the infringement of industrial property rights or other rights of third parties, unless the Supplier is not responsible for the infringement. To this extent, the supplier is obliged to indemnify ELP against claims of third parties based on the infringement of such rights.
13.3 The Supplier warrants that no patents, licenses or other copyrights and property rights of third parties in Germany and abroad are infringed in connection with the intended use of the delivered goods. The supplier shall indemnify ELP against any claims of third parties which may nevertheless exist or arise. The limitation period for this is ten (10) years, calculated from the conclusion of the contract. The Supplier shall transfer to ELP the exclusive right, unlimited in time, to publish, distribute, reproduce, process and otherwise exploit all ideas, concepts, drafts and designs provided by the Supplier and commissioned by ELP. Designs created on behalf of ELP are the intellectual property of ELP. Design and manufacturing documents (design drawings, circuit diagrams, source codes, etc.) of such contract work shall be the property of ELP and shall be handed over to it as part of the delivery. The rights granted above extend to all types of use, including in particular print advertising and multimedia use (e.g. Internet presence, social media, print-on-demand, e-book, online publishing). The transfer of rights under this provision expressly includes the right to transfer to third parties. The Supplier undertakes to inform ELP immediately about any inventions created. The Supplier undertakes to perform all necessary steps to transfer the rights to ELP. The acquisition of the aforementioned rights is compensated with the remuneration according to the respective assignment.

14.1 ELP shall be entitled to withdraw from the contract in whole or in part or to terminate the contract for good cause if the supplier has suspended payments, if the supplier has filed an application for the opening of insolvency proceedings or if the opening of insolvency proceedings has been rejected due to lack of assets or if any other material deterioration of the financial situation of the supplier occurs or threatens to occur and the fulfillment of a delivery or service obligation towards ELP is jeopardized thereby.

15.1 Material provided by ELP shall remain the property of ELP and shall be kept by Supplier free of charge and with the diligence of a prudent businessman separately from its other property and marked as property of ELP. Material provided may only be used as intended.
15.2 Any processing or transformation of provided material by the Supplier shall always be carried out free of charge for ELP. However, if material provided is processed with other items not belonging to ELP, ELP shall only acquire co-ownership of the new item in the ratio of the invoice value of the material provided to the value of the other processed items. The supplier shall store the new item, marked accordingly, free of charge for ELP with the diligence of a prudent businessman.

16.1 Suppliers with whom ELP has permanent business relations are obliged to inform ELP at an early stage if they intend to make product or process changes as well as changes in the analysis method with regard to products purchased from ELP.
16.2 The Supplier shall not use, reproduce or make available to third parties any design documents provided by ELP for the manufacture of the delivery item for any purpose outside the scope of the contract concluded with ELP. ELP reserves all rights thereto. Upon ELP’s request, the Supplier shall immediately return the documents provided to him or prove that these documents have been destroyed in due time.

17.1 Supplier undertakes to keep strictly confidential and not to disclose to any third party any information which is either marked as confidential or which may reasonably be expected to be confidential and which becomes known to it through the contractual relationship existing with ELP, including illustrations, plans, drawings, source codes, calculations, design instructions, product descriptions and other information relating to inventions, ideas, concepts, drafts and designs (collectively hereinafter referred to as “Information”), even under a corresponding non-disclosure agreement with such third parties. The supplier shall ensure by means of suitable contractual agreements that its employees and vicarious agents affected by the contractual relationship existing with ELP are also obliged to maintain secrecy in accordance with the provisions of this No. 17. The supplier shall also prove this in writing upon ELP’s request. The Supplier undertakes to use Information only for the purposes of its respective contractual relationship with ELP, not to exploit it commercially and not to make it the subject of industrial property rights.
17.2 The foregoing obligations shall not apply to such information that Supplier proves was lawfully known to it prior to receipt of ELP, was available to the public prior to receipt of ELP, was available to the public after receipt of ELP without Supplier being responsible therefor, and such information that is made available to Supplier at any time by a third party authorized to do so to the best of Supplier’s knowledge. Finally, the above obligations shall also not apply if the Supplier is legally obliged to disclose information in judicial, official or other proceedings.
17.3 References by the Supplier to existing business relations with ELP or the use of the name “ELP GmbH European Logistic Partners” for advertising purposes shall require the express written consent of ELP. This confidentiality obligation shall apply with its restrictions beyond the time of mutual fulfillment of the respective purchase or delivery contract concluded between us and a supplier for a further ten (10) years, unless a further confidentiality obligation results from statutory provisions.
17.4 After termination of the contract, the Supplier shall destroy or delete all information stored on its computer systems and in its databases. Insofar as the supplier has received documents from ELP, the supplier shall return them to ELP at our request or demonstrably destroy them. Insofar as legally mandatory, the supplier shall retain a copy for documentation purposes.

18.1 Supplier shall comply with all requirements of applicable national, European and international export and customs regulations. Supplier shall provide ELP in writing in due time prior to delivery of the ordered goods with all data, documents and information required by ELP for compliance with applicable export and customs regulations for export, import and re-export, in particular all applicable export list numbers (including Export Control Classification Number according to U.S. Commerce Control List (ECCN), commercial origin of goods and statistical commodity code (HS-Code), EU commodity tariff number and BTI number if designated by ELP).

19.1 ELP shall be entitled to process and store data about the Supplier received in connection with the business relationship within the meaning of the German Data Protection Regulation (“DSGVO”) and the German Federal Data Protection Act (Bundesdatenschutzgesetz) to the extent this appears expedient in the context of the performance of the Contract. The Supplier undertakes to comply with the applicable provisions of data protection, in particular the DSVGO. The Supplier agrees that ELP may also process its personal data using “instant messaging” services such as “WhatsApp”.

20.1 In the event that one of the Contracting Parties is unable to perform its contractual obligations due to acts, events or circumstances which are not reasonably within its control (force majeure), such Contracting Party shall be released from its performance obligations for the duration of the impediment. Force majeure shall include, in particular, war, terrorism, natural disasters, strikes or labor disputes, general shortages of raw materials and restrictions on energy consumption.
20.2 If one of the contracting parties is unable to fulfill its contractual obligations for more than six (6) months due to force majeure, the other contracting party shall be entitled to withdraw from the contract. Claims for damages do not exist in this respect.

21.1 Supplier undertakes to ELP to fulfill its obligations to pay the statutory minimum wage as well as taxes and social security contributions and to provide appropriate evidence thereof upon ELP’s request.
21.2 The Supplier shall only be entitled to use a third party contractor/subcontractor for the performance of its contractual obligations with the express written consent of ELP. However, he remains responsible to ELP for the proper performance of the contractual service. Insofar as the Supplier uses a third party company with the consent of ELP, such third party company must comply with its legal obligations to pay the statutory minimum wage as well as taxes and social security contributions and must fulfill the trade law requirements necessary for the performance of the activity. Prior to engaging the respective third party company, the Supplier shall notify ELP in writing in good time in advance of its name, address and the relevant employers’ liability insurance association (including membership number) for the purpose of approving the assignment. In this context, the Supplier shall inform ELP in writing about the type and scope of the contractually owed service to be provided by the third party contractor prior to the use of the respective third party contractor. ELP shall be entitled at any time to demand evidence of the intended third party contractor’s expertise, performance and reliability.

22.1 The Supplier may not assign its claims against ELP to third parties without ELP’s written consent.
22.2 If any provision of these General Terms and Conditions of Purchase and the further agreements made between ELP and the Supplier is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by another valid and enforceable provision which the contracting parties would have agreed upon with regard to the meaning and purpose of their contractual relationship if they had considered the invalidity or unenforceability of the respective provision upon conclusion of the contract and which corresponds to the intentions of the contracting parties with regard to the meaning and purpose of their contractual relationship. The same shall apply in the event of a gap in the contract.
22.3 Amendments to contractual provisions between the contracting parties as well as the waiver of rights arising from these provisions must be made in writing, unless a stricter formal requirement applies. This shall also apply to a waiver of this written form clause.
22.4 The place of performance for the delivery and any subsequent performance shall be the destination specified in the order.
22.5 The law of the Federal Republic of Germany shall apply. The Vienna UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
22.6 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Wuppertal. Deviating mandatory statutory responsibilities remain unaffected.

Status: May 2020