TECHNOLOGY. COMPETENCE. TRUST.

General Conditions of Purchase

General Conditions of Purchase
CONPRINTA GmbH & Co. KG, Göttingen

As of: June 2018
 
Contract Terms:

1. Our General Conditions of Purchase apply to all legal transactions. The validity of general terms and conditions of our contractual partner is expressly contradicted.

2. Any agreement between us and our contracting party shall be valid only if made in writing or in text form between the contracting parties. Further, additional conditions or contractual clauses introduced by our contracting party at the end of the contract or later shall be deemed rejected if we do not expressly agree to these additional provisions.

3. Our General Terms and Conditions of Purchase shall only apply to legal transactions in the business dealings with merchants, insofar as the seller, supplier or contractor is an entrepreneur within the meaning of § 14 BGB (German Civil Code), a legal person under public law or public law special fund within the meaning of § 310 (1) BGB.

Conclusion of contract:

4. A contract shall not be concluded until we have given an express acceptance statement within six months of receiving an offer. For this period, the tenderer is bound to his offer.

All data or documents transmitted to our contractual partner prior to the conclusion of the contract shall remain exclusively our property and may not be made accessible to unauthorised third parties, regardless of the form.

All data and documents made available to our contractual partner after conclusion of the contract in connection with the implementation and fulfilment of agreements made - regardless of the form - are kept confidential by the contracting party and must not be disclosed to unauthorised third parties. This applies to all technical and economic data, product knowledge and application purposes of the plants and plant components manufactured or delivered by us.

Without express prior written consent or consent in text form, the contractual partner is not entitled for marketing purposes or in any other way to disclose to third parties that he has entered into contractual relations with the company CONPRINTA GmbH & Co. KG and has provided or provides services as stated in this contract or acts/acted as a supplier for them.

Insofar as a special non-disclosure agreement has been concluded, it shall apply without prejudice in priority to the provisions of this agreement, as far as objects and circumstances are specifically regulated by the non-disclosure agreement.

Purchase price:

5. The price stated in the order is net plus the respective statutory value added tax and is binding and is based on the agreement "delivery free domicile". The agreed purchase price includes delivery "free domicile" including packaging, customs duties, taxes and other charges as well as taking over the transport insurance.

Payment Terms:

6. Unless an individual agreement on terms of payment is made, the payment should be made within 14 days of delivery and receipt of a proper invoice with 3% discount or within 30 days net. A proper invoice is only available if the invoice shows the supplier number, the order number and the delivery date and we have received a proof of delivery and the order is expressly referred to.

Delivery time:

7. The delivery must be made on the day or week exactly to the delivery period agreed in the purchase contract or the order.

Our contractual partner is obligated to inform us immediately in writing or in text form if circumstances occur or become apparent to him which indicate that the agreed delivery time cannot be met. The notification of a probable delay does not change the agreed date.

If our contractual partner is in default of delivery, we are entitled to claim from our contractual partner as the supplier a compensation for delay for additional costs incurred, e.g., for transport, insurance, storage, special processing expenses, etc. This special compensation is max. 5% of the respective gross delivery value with which our contractual partner is in default. The assertion of a further delay damage remains expressly reserved.

In case of delay in delivery we are entitled to legal claims. We are entitled to withdraw from the contract after fruitless expiry of a reasonable grace period and to obtain replacement from a third party. If we assert claims for damages against the contractual partner, he is entitled to prove that he is not responsible for the breach of duty.

Transfer of risk:

8. Unless otherwise specified in the individual agreements, the date of transfer of risk shall be determined in accordance with the INCOTERMS of the International Chamber of Commerce. Apart from individual contractual special agreements, the clause "Delivery duty paid Göttingen" applies (delivered, duty paid - INCOTERMS® 2010 - see no. 14 (2)).

Claims for defects / Complaints period / Remedy of defects:

9. Claims for defects in the case of material defects:
Our supplier guarantees to us that the goods / products delivered by him are free from defects / deficiencies, fully comply with the specified specifications and can be used by us for the contractually provided purposes without restrictions and comply with all legal requirements and other standards of safety technology.

Claims for defects lapse after 36 calendar months. The warranty period / limitation period begins with consideration of the purposes known to our supplier only after commissioning and acceptance of the delivered products or when installed in a larger system with the unrestricted commissioning and acceptance of the entire system by the end customer in the respective country of the end customer (installation site).

Taking into account the interests of the supplier in a calculable warranty period, the statute of limitations starts, at the earliest, after twelve months from the date of proper delivery of the goods to us or third persons named by us, provided that no commissioning and acceptance has taken place.

Insofar as there is a (caused) defect of the delivered goods for which our contractual partner is responsible, we are entitled, at our discretion, to remedy the defect entirely, if necessary on site at the end customer, or to send a complete replacement to the site and place of installation of the end customer. All replacement deliveries or repairs (rework) are subject to the warranty provisions of these General Purchasing Conditions from the start of operation and acceptance of the repaired or replaced systems or parts of the system.

The statutory right of set-off and retention rights are unrestricted. We are entitled to assign all claims under the contract without the consent of the seller. The seller is not entitled, without prior written consent or consent in text form of the purchaser, to assign claims from the contractual relationship or from the business relationship to third parties or to leave them in any other way as collateral (no lien order and the like).

The supplier accepts and, accordingly, it is agreed that in connection with the receipt of goods, we only carry out a statistical inspection of incoming goods without further examination of the regularity, completeness and functionality of the goods. Delivered goods are only checked at the acceptance and commissioning on site (place of use). After acceptance and commissioning of the delivered products at the respective place of use/installation site (under normal production conditions), we are entitled to reprimand to the supplier, under the modification of the complaint obligations according to § 377 HGB (German Commercial Code), in case of defects, within 10 working days from the discovery of the defect.

In connection with any defects and their rectification, the supplier accepts that in urgent cases in the interest of a reduction in damage to the end customer, defects can be carried out by third parties on site or by our own employees on site at the supplier's own expense, if the supplier cannot promptly remedy the defect and, thereby, we are threatened with a substantial damage. In this respect, we undertake to choose the most cost-effective variant of a remedial action and commit ourselves to inform the supplier immediately about the defect, the urgency of the remedy and the measures taken on site in order to give the supplier the opportunity, if necessary at a later date, to carry out further, necessary remedial work at his expense by his own staff or by third parties commissioned by him at his expense.

The seller is obliged to conclude a product liability insurance with a cover amount of at least 2,500,000.00 € per annum for personal injury or damage to property that is appropriate for the subject of the contract and to maintain it for the duration of the business relationship. At the request of the purchaser, the seller is obliged to prove the conclusion and existence of a corresponding liability insurance by means of suitable documents. Further legal claims of the purchaser remain unaffected.

Violation of legal norms:

10. Our contractual partner / supplier assures us and warrants that the conclusion and fulfilment of this agreement and other individual agreements do not constitute any infringements, regarding compliance with laws, ordinances or other provisions, and the products are state-of-the-art and comply with all relevant DIN, ISO and CE regulations, etc. and have all the required quality seals and quality certificates for the products to be supplied to us. If necessary, this must be proven to us in writing immediately upon first request.

Claims for defects in case of legal defects / confidentiality / distribution:

11. Our contractual partner assures us and warrants that all items sold and transferred to us are his sole property and that no other rights of third parties (in particular liens, other creditor positions from assignment of claims or other collateral, sale of receivables, hire purchase, reservation sale etc.) are contrary to a proper and complete fulfilment of our agreements.

In the event of infringement of any third-party property rights, the supplier shall be obliged to indemnify us against all possible claims for damages at first request. The indemnification also includes all necessary expenses incurred by the purchaser in connection with the claim by the third party or which, in connection with the defence against claims, arose or will arise in the future. All costs of a possible legal dispute shall be borne by the supplier.
 
Plant and plant components specially developed by us or for us may not be used outside the fulfilment of contractual agreements with us and/or may not be distributed without our express consent. If the supplier receives a corresponding request, he must immediately make it available to us and agree with us on whether and, if so, under what conditions he may offer the system or the parts of the system to third parties on the market.

The offering and distribution of these plant and system parts to those customers who have received or received an offer from CONPRINTA in which the affected system parts were offered as an OEM part is prohibited. In case of doubt, a current list of these customers will be provided by CONPRINTA.

In cases in which we provide the contractual partner with materials, components, systems or plant components, tools, samples or other documents in connection with the contractual purpose, they remain the property of us. Any processing or transformation by the contracting party will be carried out for us. The contractual partner must adequately insure the components, systems, plant components, etc. provided by us and prove this to us upon request.

Miscellaneous:

12. This Agreement supersedes all prior supply agreements made by the parties to this business beforehand, orally or in writing. Prior agreements become ineffective considering these General Conditions of Purchase.

Rights and claims under this Agreement may not be assigned or pledged without our express consent. Section 354a HGB remains unaffected.

Each party bears the costs incurred in connection with the conclusion and execution of this contract.

Jurisdiction / choice of law / Severability clause:

13. Conclusion, amendment, fulfilment and interpretation of this Agreement and of these General Terms and Conditions of Purchase are subject to the laws of the Federal Republic of Germany in their current version. The application of the International Sales Law is expressly excluded.

The place of performance is the domicile of our company (Göttingen), irrespective of any agreed deliveries to end customers. The parties agree that the place of jurisdiction shall be Göttingen, unless an exclusive place of jurisdiction in connection with the respective dispute is established by law.

14. Our Terms and Conditions are available for viewing and printing at any time via the link: www.conprinta.com/en/general-conditions-of-purchase.

15. We are responsible under data protection law for the processing of the personal data of the seller for the contract execution acc. Art. 6 para. 1 lit. b GDPR. The personal data are processed exclusively for the execution of the contract. Personal data will not be disclosed to third parties for purposes other than the fulfilment of the contract without the consent of the seller. The data will be deleted as soon as they are no longer necessary for their processing, unless we are under Art. 6 para. 1 lit. c GDPR obliged to store for longer periods due to tax and commercial requirements for storage and documentation, or the seller gave his consent to further storage in accordance with Art. 6 para. 1 lit. a GDPR. The applicable data protection law grants the data subject the following concerning the processing of his personal data:

Right to information acc. to Art. 15 GDPR, right to rectification acc. to Art. 16 GDPR, right to cancellation acc. to Art. 17 GDPR, right to restriction of processing acc. to Art. 18 GDPR, right to information acc. to Art. 19 GDPR, right to data transmission acc. to Art. 20 DSGVO, right to revoke granted consent acc. to Art. 7 para. 3 GDPR and the right to complain to the supervisory authority acc. to Art. 77 GDPR.


Further information on data protection the person concerned can get at
www.conprinta.com/en/privacy.

The data subject can turn to our specified address in matters of data protection.

 

(General Conditions of Purchase of CONPRINTA GmbH & Co. KG - Status: June 2018)