General Conditions of Purchase
General Terms of Purchasing of CONPRINTA GmbH & Co. KG, Göttingen
1. Content of the contract
Our General Terms of Purchasing (hereinafter referred to as “GTC”) apply to all orders of CONPRINTA GmbH & Co. KG (hereinafter referred to as “CONPRINTA”), which pertain to the delivery of products or the performance of services, work, planning or other services for CONPRINTA, insofar as the seller, contractual partner or contractor (hereinafter referred to as “Contractual Partner”) is a business as defined by Sec. 14 BGB [German Civil Code], legal entity of public law or a public-law investment fund as defined by Section 310 (1) BGB.
Deviating, opposing or supplementing GTC of the Contractual Partner shall not become part of the contract, unless CONPRINTA expressly agrees to the applicability of such GTC. The terms of CONPRINTA shall also apply if CONPRINTA accepts the delivery or service from the Contractual Partner without reservations and in knowledge of contrary terms or terms deviating from its own terms.
Other, additional terms or contractual clauses, which are included by our Contractual Partner at the time of the conclusion of the contract or at a later point shall be deemed rejected for as long as we have not expressly agreed to these additional terms.
2. Conclusion of the contract
A contract shall be deemed concluded upon our explicit acceptance declaration that we shall provide within one month after receipt of a tender. The tenderer shall be bound by its offer for this period.
All data or documents that are transmitted to our Contractual Partner before the conclusion of the contract remain exclusively our property and they must not be made accessible to unauthorised third parties in any form whatsoever.
All data and documents that are made available – in whatever form – to our Contractual Partner after the conclusion of the contract in the context of the performance and fulfilment of agreements shall be treated as strictly confidential by the Contractual Partner and must not be disclosed to unauthorised third parties. This applies in particular to all technical and financial data, product know-how and the application of the systems and system parts manufactured or delivered by us.
The Contractual Partner shall not be permitted without our explicit prior written agreement or agreement in text form to disclose to third parties in its advertising or otherwise that it has entered into contractual relations with the company CONPRINTA and performs or has performed services for it as defined in the contract and worked or has worked for it as a Contractual Partner.
Insofar as a separate confidentiality agreement has been concluded, it shall take precedence without limitations over the provisions in these GTC, insofar as certain objects and circumstances are specifically defined by the confidentiality agreement.
The Contractual Partner is obligated to review quotations, drawings, specifications and other requirements of CONPRINTA by itself for errors and contradictions and report any concerns to CONPRINTA without delay.
The Contractual Partner may perform the contract awarded to it only personally. If it intends to transfer the contract in full or in part to third parties, it shall request the prior written agreement of CONPRINTA.
3. Purchase price
The price indicated in the purchase order is understood to be the net amount plus the respective statutory value added tax and it shall be binding and based on the agreement “free to the place of delivery.” The agreed purchase price shall include the delivery “free to the place of delivery “including packaging, transport, customs duties, postage, taxes and other levies, and the assumption of the transport insurance.
4. Terms of payment
Unless individual agreements regarding payment conditions are concluded, the payment shall be made within 14 days from delivery and receipt of a correct invoice with 3% discount or within 30 days strictly net without deductions. A correct invoice is received only if the invoice states the supplier number, the purchase order number and the delivery date, and if we have received proof of delivery and an explicit reference is made to the underlying contract.
CONPRINTA shall only be obligated to make prepayments if this has been expressly agreed and the Contractual Partner provides a security, e.g. in the form of a performance bond from a domestic credit institution.
If CONPRINTA obtains knowledge of facts, which cast doubt over the Contractual Partner’s ability to perform, CONPRINTA shall have the right, prior to fulfilling its payment obligations, to demand a corresponding security from the Contractual Partner. If the Contractual Partner does not follow such a request from CONPRINTA within an appropriate period set by CONPRINTA, CONPRINTA shall have the right to withdraw from the contract, provided that the Contractual Partner has been advised in writing of this consequence.
5. Delivery period/contract penalty
The delivery shall be made at the delivery time agreed in the contract or the purchase order precise to the day or week.
Our Contractual Partner shall be obligated to inform us immediately if circumstances arise or if it notices circumstances, which lead to believe that the agreed delivery period cannot be kept. The agreed dates shall never be changed by virtue of a notification of an expected delay.
In the event of a culpable delivery delay by the Contractual Partner, CONPRINTA shall have the right to demand a contract penalty in the amount of 0.2% of the delivery or contract value according to the final invoice per started day of the delay, whereas no more than 5% of the delivery value according to the final invoice. Further statutory claims remain reserved. The acceptance of a belated delivery or service shall not constitute a waiver of compensation claims.
We shall be entitled to the statutory claims in the event of a delivery delay. In particular after an appropriate grace period has passed unsuccessfully, we shall be entitled to withdraw from the contract and hire third parties for execution by substitution. If we bring damage compensation claims against the Contractual Partner, it shall have the right to prove that it is not responsible for the breaches of duty.
6. Transfer of risk/No extended reservation of title
Unless stated otherwise in the individual agreements, the date of the transfer of risk shall be set in accordance with the INCOTERMS of the International Chamber of Commerce. Other than special agreements under individual contracts, the “Delivery duty paid Göttingen” clause applies in principle (according to INCOTERMS 2020).
The respective delivery shall be announced immediately upon performance in a shipment notice to CONPRINTA, which must contain information on the kind, quantity and weight. The order and product numbers must be stated in all correspondence and in the shipment notices, bills of lading, and invoices.
The shipment shall be made at the risk of the Contractual Partner. The Contractual Partner shall bear the risk of any accidental deterioration and accidental loss of the goods up to delivery to the place of receipt or shipment specified by CONPRINTA. The goods shall be packaged in such a way that transport damages are avoided. If the Contractual Partner is obligated to perform set-up and assembly at CONPRINTA’s operating site and other services to be provided on a performance-basis, the risk shall transfer to CONPRINTA only upon acceptance. Packaging materials may be used only to the extent as required for reaching the purpose. Only environmentally friendly packaging materials may be used.
An expanded or extended reservation of title of the Contractual Partner is excluded.
7. Claims of defects/Periods for the notification of defects/Rectification of defects
Claims of defects in case of material defects:
Our Contractual Partner guarantees us that the merchandise/products delivered by it are free from faults/defects, conform without limitation to the defined specifications, and can be used without limitation for the purposes intended by us under the contract, and comply with all legal requirements and other standards of safety technology, etc.
If a defect (caused) at the fault of our Contractual Partner is present on the delivered items, we shall be entitled to demand from our Contractual Partner at our choice either that it completely rectifies the defect or that it makes a complete replacement delivery to the place of use and assembly. All replacement deliveries or repairs (reworking) shall be subject to the warranty clauses of these General Terms of Purchasing as of the commissioning and acceptance of the reworked or replaced systems or system parts.
We shall have the statutory rights of set-off and withholding without limitation. We have the right to assign all claims under the contract without the Contractual Partner’s consent. The Contractual Partner shall not be entitled without the buyer’s prior written agreement or agreement in text form to assign claims resulting from the contractual relationship or the business relationship to third parties or transfer them otherwise by way of security (no pledging or similar). Sec. 354 lit. a) HGB [German Commercial Code] remains unaffected.
CONPRINTA is obligated to inspect the goods within an appropriate period upon delivery by the Contractual Partner and notify of any defects. The duty to inspect shall be limited to defects, which become apparent in the course of the incoming goods inspection in an external inspection, which also covers the documents of the delivery (e.g. transport damages, wrong or short delivery). If an acceptance is agreed, there no duty to inspect shall apply. The notification of obvious defects shall be deemed on time if it is sent by CONPRINTA within 7 working days from delivery of the goods and if it is then received by the Contractual Partner; the notification of hidden defect shall be deemed on time if CONPRINTA sends it within 7 working days from their discovery and if it is then received by the Contractual Partner.
It may be agreed in agreement with the Contractual Partner as relates to potential defects and their rectification that, in urgent cases and in the interest of minimising damages, we may have third parties on site or internal employees on site perform defect rectifications at the cost of the Contractual Partner, insofar as the Contractual Partner is unable to perform prompt reworking and has agreed to this procedure and if we are otherwise threatened to incur a substantial loss. We undertake in this respect to choose the most cost-efficient variant for defect rectification and undertake to immediately inform the Contractual partner of the defect, the urgency of its rectification and the measures taken on site in order to give the Contractual Partner the opportunity this way to have additional, required defect rectification works be conducted, if necessary, at a later point in time by its own employees or by third parties contracted by it at its own cost.
The Contractual Partner shall be liable to CONPRINTA to the statutory extent, i.e. CON PRINTA shall be entitled to the statutory warranty claims including the legally provided damage compensation claims against the Contractual Partner. The limitation period for claims of defect is 36 months from the transfer of risk or five years from acceptance in the case of a building and work of which the successful outcome consists of the performance of related planning or security services, unless a deviating agreement has been made. Unless CONPRINTA is also entitled to damage compensation claims for a defect outside of the contract, the regular statutory limitation period (Sec. 195, Sec. 199 BGB) applies to this, unless the application of the limitation periods under the law regarding contracts for the purchase of goods or contracts for works and services results in a longer limitation period in the specific case. The limitation period for warranty claims shall be suspended for the period during which the contractual products do not remain at CONPRINTA’s operating site during reworking. If the Contractual Partner fulfils its obligation for reworking by replacement delivery, the limitation period for the contractual products delivered as replacements shall begin anew upon their delivery.
The statutory recourse claims within a supply chain (recourse against suppliers according to
Sections 445a, 445b, 445c, 478 BGB) shall be in CONPRINTA’s entitlement without limitation in addition to the warranty claims.
The Contractual Partner is obligated to conclude a product liability insurance policy with an appropriate cover sum for the object of the contract of at least €2,500,000.00 per year for personal injury or property damages and to maintain it for the duration of the business relationship. On request by CONPRINTA, the Contractual Partner shall be obligated to prove the conclusion and existence of a corresponding liability insurance by suitable documents. Further statutory claims of CONPRINTA shall remain unaffected from this.
8. Violations of legal norms/Quality management/Product recall
Our Contractual Partner/supplier warrants and guarantees to us that the conclusion and fulfilment of this Agreement and of further individual contracts does not violate on any rights, in particular, not with regard to the to the compliance with laws, directives or other regulations and that the products conform to the respectively latest state of technology in observation of all applicable DIN, ISO and CE regulations, etc., and that all required seals of quality and quality certificates are available for the products delivered to us. This shall be proven to us on first request or, if necessary, immediately in writing.
In the event of the Act on Corporate Due Diligence Obligations in Supply Chains takes force, the Contractual Partner shall implement its requirements. Changes in the object of delivery require the prior written agreement from CONPRINTA. The Contractual Partner must install and prove a management system corresponding to the generally accepted rules (e.g. DIN EN ISO 9000 seqq., DIN EN ISO 45001, SCC, SCP, etc.) In addition, the Contractual Partner shall take the operational rules and regulations of CONPRINTA into account. In particular, the Contractual Partner shall observe the regulations and rules of the professional association and the generally accepted safety and occupational medical rules. The Contractual Partner shall adhere to the contents of the Occupational Safety and Health Act. This includes, in particular, the preparation of risk assessments for the tasks to be performed and the work equipment used.
The Contractual Partner shall perform a quality control that is suitable in its kind and scope to assure the quality of its deliveries and services. CONPRINTA has the right to visit the production spaces of the Contractual Partner after timely announcement and inspect the Contractual Partner’s compliance with quality assurance measures. If a product test performed by CONPRINTA should show that the required quality level is not reached, CONPRINTA reserves a right of special termination upon prior unsuccessful warning. The same applies to inadequate personnel, building and equipment hygiene of the Contractual Partner. The Contractual Partner assures that its products meet all legal requirements, which apply to the sale and further processing of products delivered by it within the European Union. This relates in particular to the CE conformity and compliance with the RoHS and REACH regulations. On request, the Contractual Partner shall present declarations and verifications of this at no cost. The Contractual Partner is obligated to observe all applicable legal regulations, in particular for the protection of workers, consumers and the environment. The Contractual Partner shall indemnify CONPRINTA from all claims of third parties on first request, which are based on violations of legal regulations at its fault.
In addition, the Contractual Partner shall be obligated to hand over all required product information, in particular regarding the composition and shelf life, and for the use of the contractual products, e.g. safety datasheets, operating and assembly instructions, test certificates, conformity declarations, and labelling regulations in each delivery along with the delivery slip (at least in German or English) and forward all information on exceeded substance limitations and delivery of prohibited substances to CONPRINTA without delay. The Contractual Partner shall have sole responsibility in deliveries and the performance of services for the observation of accident prevention rules. Any required protection equipment or instructions of the manufacturer shall be included in the deliveries at no cost.
If the Contractual Partner is responsible for a product damage, it shall indemnify CONPRINTA from damage compensation claims of third parties on first request, to the extent that the cause is found to be within the sphere of its control and organisation and it is liable personally in external relationships. Within the scope of its indemnification obligation, the Contractual Partner shall assume all costs and expenses (in particular such according to Sec. 683, Sec. 670 BGB and according to Sec: 830, 840, 426 BGB), which arise from or in connection with any claims brought by third parties, including the costs for recalls conducted by CONPRINTA and the costs for legal representation. CONPRINTA shall inform the Contractual Partner about the content and scope of the recalls to be conducted, allow it to cooperate adequately and communicate with it about an efficient execution; this shall not be required if the information or involvement of the Contractual Partner, in particular, due to particular urgency, is not possible or not reasonable. Further statutory claims remain unaffected.
9. Claims of defects for defects of title/Confidentiality/Sales
Our Contractual Partner warrants and guarantees to us that all items sold to us and transferred to us are in its sole ownership and that no other rights of third parties (in particular lien, other creditor titles from assignments of receivables or other credit collateral, sale of receivables, hire-purchase, lease-purchase, etc.) are opposed to a proper and complete fulfilment of our agreements.
In the case of an infringement on any proprietary rights of third parties, the supplier shall be obligated to us to indemnify us under the law of obligations from all potential damage compensation claims on first request. The indemnification also covers all necessary expenses that have been occurred or that will be incurred in the future by the buyer in connection with the claims brought by the third party or in connection with the defence against claims. All costs of a potential in-court dispute shall be borne by the supplier.
Any systems and system parts specially developed by or for us must not be used outside of the fulfilment of contractual agreements with us and/or they must not be sold without our explicit agreement. In the case that the supplier receives a corresponding request, it shall bring it to our attention without delay and agree with us whether and, if so, on which conditions, it may offer the system or system parts to third parties on the market.
In cases in which the we make materials, components, systems or system parts, tools, models or other documents from us available to the Contractual Partner in connection with the purpose of the contract, these shall remain our property. Any processing or modifications by the Contractual Partner will be made on our behalf. The components, systems or system parts, etc. made available by us shall be insured appropriately by the Contractual Partner and it shall prove this insurance to us on request.
These GTC shall replace all previous supply agreements, which have been concluded previously verbally or in writing by the Parties to this transaction. Previous agreements shall become void by integration of these General Terms of Purchasing.
Rights and claims arising from this agreement must neither be assigned nor pledged without our explicit agreement. Sec. 354 lit. HGB [German Commercial Code] remains unaffected.
11. Place of jurisdiction/Applicable law
The law of the Federal Republic of Germany in its respectively current version governs the conclusion, change, fulfilment and interpretation of these General Terms of Purchasing. The application of the UN Convention on Contracts for the International Sales of Goods and the provisions on a conflict of laws under private international law is explicitly excluded.
Regardless or any agreed deliveries to end customers, the place of the registered office of our company (Göttingen) is agreed as the place of performance. The Parties agree Göttingen as the place of jurisdiction, unless an exclusive place of jurisdiction is established as mandated by law as relates to the respective dispute. We are also entitled to file lawsuit at the place of business of the Contractual Partner.
Unless compliance with the written form is prescribed in these GTC, it shall also be fulfilled by compliance with the text form (Sec. 126 (b) BGB).
Our General Terms and Conditions can be accessed and printed at any time.
12. Data protection
We are responsible under data protection laws for the processing of the personal data of the Contractual Partner for the purpose of the performance of the contract in accordance with Art. 6 (1) lit. b) GDPR. Personal data will be processed exclusively for the performance and execution of the contract. Personal data will not be transferred to third parties without the consent of the seller for any purposes other than the performance of the contract. The data will be deleted as soon as it is no longer required for the purpose of its processing, unless we are bound by longer storage pursuant to Art. 6 (1) lit. c) GDPR based on retention and documentation obligations under tax and commercial law or the seller has agreed to storage beyond this time pursuant to Art. 6 (1) lit. a) GDPR. The applicable data protection law grants the data subject in relation to us the following rights of data subjects regarding the processing of its personal data:
Right of access pursuant to Art. 15 GDPR, right of rectification pursuant to Art. 16 GDPR, right of erasure pursuant to Art. 17 GDPR, right or restriction of the processing pursuant to Art. 18 GDPR, right of notification pursuant to Art. 19 GDPR, right of data portability pursuant to Art. 20 GDPR, right to revoke granted consents pursuant to Art. 7 (3) GDPR, and the right to lodge complaint with a supervisory authority pursuant to Art. 77 GDPR.
The data subject can find more information on the topic of data protection at www.conprinta.com/en/privacy.
The data subject may direct questions relating to data protection to our indicated address.
13. Import and export regulations/Supplier declaration
For deliveries and services that are provided from an EU Member State outside of Germany, the Contractual Partner shall indicate its EU value added tax identification number. If the Contractual Partner is domiciled in a Member States of the European Union, it shall deliver the deliveries subject to deviating agreements between the Parties with customs paid. The Contractual Partner is obligated in all cases to observe the foreign trade regulations (in particular the export control and customs regulations), which are applicable in the country of delivery or at the place of the registered office of the Contractual Partner and – where applicable – the regulations of the United States of America. CONPRINTA may demand that the Contractual Partner presents a certificate of origin/supplier declaration in accordance with EU Regulation 2015/2447 prior to the delivery at no cost.
In the case that the Contractual Partner violates one of the aforementioned obligations, it shall indemnify CONPRINTA on first request from all costs, claims of third parties (in particular direct or indirect damage compensation claims) and from other disadvantages (e.g. fines) based on the violation of the previous provision. This shall not apply if the Contractual Partner has no fault for the breach of duty. In addition, CONPRINTA is entitled at any time to cancel the relevant purchase order immediately and to refuse acceptance of the corresponding delivery without thereby causing any costs for CONPRINTA. Any potentially applicable damage compensation claims shall remain unaffected from this. A cancellation or refusal of acceptance shall not constitute a waiver of any damage compensation claims.
(Status: January 2022)