GTC of Purchase

General Terms and Conditions of Purchase

Valid from March 21, 2025
by oelheld GmbH, Ulmer Str. 133 - 139, 70188 Stuttgart

I. General Provisions
1.1. Our General Terms and Conditions of Purchase (GTC) apply exclusively. We do not recognize any general terms and conditions of the supplier that are contradictory, additional, or deviate from our GTC, unless we have expressly agreed to their validity in writing. Our GTC also apply if, in knowledge of contrary, additional, or deviating terms of the supplier, we accept the delivery or performance of the supplier without reservation.
1.2. Our GTC also apply to all future deliveries and services from the supplier to us until a newer version of our GTC becomes effective.
1.3. Individual contractual amendments and deviations from these GTC are only valid with our express consent.
1.4. The terms “oelheld,” “we,” “us,” or “our,” etc., used in these GTC refer to oelheld GmbH.

2. Orders • Contract Conclusion
2.1. Orders and contracts of any kind, as well as their amendments and additions, should be made in writing for evidence purposes. By executing our order, the supplier acknowledges our terms. The cancellation of the written form requirement also requires written form.
2.2. The supplier must confirm acceptance of the order, including delivery date and price, in writing within three working days, specifying the order number.

3. Prices • Delivery Terms • Transfer of Risk • Performance Time
3.1. The price indicated in the order is binding.
3.2. Delivery, including the transfer of risk, etc., is DAP (Incoterms in the version valid at the time of contract conclusion), unless otherwise agreed.
3.3. The quantity of goods is determined by us. It forms the basis for the price calculation.
3.4. The goods must be packaged and secured during transport in such a way as to avoid damage.
3.5. A delivery note with the order number and delivery address must be included with every delivery.
3.6. Upon delivery or performance, the supplier must follow the instructions of our staff regarding conduct on the company premises.
3.7. The deadlines and dates mentioned in the order by us are binding.
3.8. The delivery date is the day the goods are received at our designated delivery address.
3.9. The supplier must immediately inform us in writing if circumstances arise that make it impossible to meet agreed deadlines or timeframes, even if the supplier is not at fault. The supplier must state the reason and the expected duration of the delay. Silence on this matter does not imply acceptance of a new date or deadline, nor does it affect our contractual or legal claims.

4. Force Majeure
4.1. In the event of an external event that is unrelated to the operation and cannot be prevented by reasonable and expected care, the parties are relieved from their performance obligations for the duration and to the extent of the event’s impact. The parties must immediately inform each other in writing about the occurrence of such an event, provided this is reasonable. If a party is relieved from its obligations, it must immediately return any advance performance provided by the other party. Should such an event last for a significant period and result in a substantial reduction in our demand, we are entitled to withdraw from the contract, either in whole or in part. Further claims on our part remain unaffected.

5. Place of Performance • Transfer of Ownership • Jurisdiction
5.1. The place of performance is the location to which the goods are to be delivered according to the order.
5.2. Ownership of the delivered goods passes to us upon their delivery. We do not recognize any extended or expanded retention of title by the supplier.
5.3. If the supplier is a merchant within the meaning of the German Commercial Code, our company’s registered office is the place of jurisdiction; however, we are entitled to sue the supplier at the court of their registered office, place of establishment, or at the court of the place of performance.

6. Partial Deliveries • Inspection of Deliveries for Defects • Warranty
6.1. Partial deliveries or partial performances are only permissible with our express written consent. If oelheld exceptionally accepts a partial delivery or partial performance, this does not constitute a waiver of any claims. The supplier is specifically responsible for any additional costs and expenses incurred as a result.
6.2. The supplier must deliver the products fully checked. The supplier is particularly obligated to verify before delivery that the products conform to the specifications agreed upon in the order or in advance and are free from defects.
6.3. For deliveries, we will notify the supplier of any visible or recognizable defects within three days after delivery of the goods, and hidden defects immediately after their discovery.
6.4. In case of defective goods, we are entitled, in addition to our statutory rights, to request rectification of defects or delivery of defect-free goods at our discretion. The supplier is obligated to reimburse oelheld for the necessary costs and expenses incurred for rectification (e.g., transport, travel, labor, and material costs, costs for repeated visits).
6.5. In urgent cases (e.g., when the supplier is in delay with remedying a defect or when oelheld faces unusually high damage risks), oelheld is entitled, even if the law of sale applies, to remedy the defect at the supplier's expense and risk or have it remedied by third parties.

7. Invoice • Payment Terms
7.1. We can only process invoices that contain the order number, invoice number, all mandatory information according to applicable VAT law, and any other necessary details as per applicable law or our prior notice. The invoice must be sent electronically in a single copy to the address specified by us, and not be attached to the delivery. The supplier is responsible for any consequences resulting from failure to comply with these obligations, unless they can prove that they are not at fault.
7.2. Unless otherwise agreed, payment will be made within 14 days with a 2% discount or within 30 days net. The period starts upon receipt of a proper and traceable invoice by oelheld, but no earlier than receipt of the delivery. Payment is subject to invoice verification. In case of defective delivery, we are entitled to withhold payment to the extent of the defects, without losing discounts, deductions, or similar price reductions. The payment term begins after the defects have been fully rectified.

8. Sustainability and Compliance
8.1. oelheld places great importance on all suppliers respecting and complying with key internationally recognized standards and legal requirements in the areas of labor and health protection, environmental responsibility, and labor and human rights. A sustainable and ethically responsible corporate governance is also expected. Ideally, the supplier is certified according to DIN ISO 9001+14001.
8.2. The supplier must ensure that their sub-suppliers also adhere to these standards. They are encouraged to take appropriate measures to verify these standards with their sub-suppliers and, if necessary, provide corresponding evidence to us.

9. Confidentiality
9.1. All information made accessible by oelheld is to be kept confidential and not disclosed to third parties, as long as and to the extent that it is not publicly known. This information may only be made available within the supplier’s own company to those persons who need it for the purpose of delivering to oelheld.
9.2. The information provided by oelheld may not be used without prior written consent, except for deliveries to oelheld.