General purchasing conditions of Connfix GmbH
As of: 01.04.2022
Registered office: Lange Hecke 3, 63796 Kahl am Main | Managing Director: Gülhan Usul Register court: Aschaffenburg District Court, HRB 16596
1 General provisions
1.1 These General Purchasing Conditions (hereinafter “Purchasing GTC”) apply to all current and future business relationships between Connfix GmbH (hereinafter “Connfix”) and the supplier of goods (hereinafter “Supplier”) for their order and procurement by Connfix. They do not apply to natural persons who conclude a legal transaction only for a purpose that cannot be attributed to their commercial or self-employed professional activities.
1.2 By accepting and executing an order and/or a purchase, the supplier acknowledges these purchasing terms and conditions in their valid version at the time of the order. The purchasing terms and conditions can be accessed at any time on the Connfix website, www.Connfix.de. Contrary and/or deviating terms and conditions of the supplier are not recognized and do not form part of the contract, unless their validity is expressly agreed to by Connfix in writing at the time of contract conclusion; in this case, and in the case of separately agreed special conditions for certain orders, the purchasing terms and conditions shall apply secondarily and supplementarily. The purchasing terms and conditions shall also apply if the contract is executed by the supplier without reservation, despite being aware of conflicting or deviating conditions of the supplier. The acceptance of a delivery or service by Connfix from the supplier does not constitute approval of the supplier’s general terms and conditions. Silence in response to an order confirmation from the supplier containing conflicting statements from the supplier does not constitute corresponding approval.
1.3 The purchasing terms and conditions shall apply to all future transactions and contracts with the supplier, even if Connfix does not explicitly point this out to the supplier in the future.
1.4 Any correspondence relating to the contract shall be conducted with the Connfix purchasing department or the purchaser, indicating the order or contract number.
2 Conclusion of Contract
2.1 Conclusion of the contract as well as all agreements made between Connfix and the supplier for the purpose of executing this contract must be made in writing. The supplier must professionally check an offer and expressly draw Connfix’s attention in the offer to any deviations from the request documents.
2.2 If the offer is made by Connfix, Connfix shall be bound to this offer for 14 days from the date of the offer.
3 Scope of Performance
3.1 The scope of the service is determined by the respective individual order. Documents, reports, ideas, designs, models, samples, and all other results arising from the performance of the service are part of the contractual service.
3.2 The supplier shall provide its services with utmost care, taking into account the latest state of science and technology, the safety regulations of the authorities and professional associations, as well as its own existing or acquired knowledge and experience during the execution of the order. The supplier guarantees compliance with legal regulations, agreed technical specifications, and other requirements.
3.3 Partial services are not permitted unless expressly agreed otherwise beforehand. Connfix is therefore entitled to cancel the remaining quantity.
3.4 The performance of the ordered deliveries and services by third parties requires the prior written consent of Connfix.
3.5 The supplier shall create drawings, data, and other documentation in accordance with the Connfix requirements, regulations, and guidelines. In case of ambiguities, the supplier is obliged to obtain all necessary information before starting work. The computer systems and programs used for documentation are determined by Connfix. The supplier is obliged to obtain the necessary information before starting or executing the order.
3.6 Upon Connfix’s request, the supplier shall provide information on the composition of the delivered goods if this is necessary to fulfill official requirements in Germany and abroad.
3.7 Connfix is entitled, as long as the supplier has not yet fully fulfilled its obligations, to request changes to the order with regard to construction, execution, quantity, and delivery time within the scope of what is reasonable. The effects (e.g., additional or reduced costs, delivery dates, etc.) must be agreed upon jointly. Connfix may also request changes to the delivered goods after conclusion of the contract, insofar as this is objectively reasonable for the supplier. The effects of this contract amendment must be mutually agreed upon, in particular with regard to additional or reduced costs and delivery dates.
3.8 The supplier is obliged to immediately inform Connfix in writing of any concerns he may have regarding the manner in which the service/delivery is to be performed according to Connfix’s wishes and to propose changes that he considers necessary to fulfill the agreed specifications or legal requirements.
3.9 The supplier is obliged to provide spare parts for the period of normal technical use, but at least 10 years after the last delivery, at reasonable conditions.
3.10 If the supplier intends to discontinue the delivery of spare parts after the periods mentioned in Clause 3.9 or to discontinue the delivery of the delivered goods during this period, he must inform Connfix of this and provide an opportunity for a final order before the discontinuation.
4 Prices, Place of Performance, Payment Conditions
4.1 The prices indicated in the order are fixed prices. The price includes, in particular, costs for freight “free domicile”, insurance, customs, packaging, and material testing procedures. Claims due to additional deliveries and/or services can only be asserted between the contracting parties after prior written agreement and commissioning of the additional deliveries and/or services. Otherwise, claims for additional charges beyond the total fixed price are excluded. Subsequent price increases require written approval. Connfix reserves the right to withdraw from the order in this case.
4.2 Deliveries, unless another place of performance has been agreed upon in writing in the contract, are to be made at the Connfix business headquarters (delivery obligation) and are to be insured by the supplier at his own expense against transport damage, incorrect loading or unloading, and theft.
4.3 Goods are to be packaged in such a way as to avoid damage during transport and loading operations. Packaging materials are to be used only to the extent necessary to achieve their purpose. The supplier’s obligation to take back packaging materials, including transport and product packaging, is governed by statutory provisions. The supplier warrants that all packaging is licensed and reported to the appropriate system provider in compliance with the law and that the fees are fully and properly paid.
4.4 Compensation for presentations, demonstrations, negotiations, and/or for the preparation of offers and projects are not owed unless this has been agreed upon in writing beforehand.
4.5 Due invoices can only be processed by Connfix if they meet the legal requirements, particularly those of the UStG, and contain the order number indicated in the Connfix order as well as the information and/or documents agreed upon with the order; the supplier is responsible for all consequences resulting from non-compliance with this obligation. In the absence of the aforementioned information and/or documents, the supplier is not authorized to make the corresponding claim against Connfix.
4.6 Unless otherwise agreed upon in writing, payment of the purchase price is due 30 days after delivery and transfer of ownership of the goods, receipt of a verifiable invoice, and receipt of all contractually required documents. Payment is made by non-cash transfer to the supplier’s business account. The supplier must provide the corresponding bank details for this purpose. This also applies to changes in bank details. In the case of agreed partial deliveries, payment is only due with the last delivery. This does not apply to successive delivery contracts or in cases of cancellation of a partial delivery pursuant to Section 3.3 of these purchasing terms and conditions.
4.7 To the extent that the supplier has to provide material samples, test reports, quality documents, or other contractually agreed-upon documents, the completeness of the delivery and performance also requires the availability of these documents at Connfix.
4.8 Connfix is entitled to set-off and retention rights to the extent permitted by law. The supplier’s set-off and retention rights only apply to the extent that they have been undisputedly asserted or legally established. Connfix is entitled to reduce invoiced amounts by the value of returned goods as well as any expenses and claims for damages.
5 Delivery date
5.1 The delivery date specified in the order, which must be carefully checked by the supplier beforehand, is binding. The day of delivery is considered to be the day the goods arrive at Connfix’s place of business (on the premises). If delivery is made before the agreed delivery date, Connfix reserves the right to refuse delivery and return it at the supplier’s expense and risk.
5.2 The supplier is obliged to inform Connfix immediately in writing if circumstances arise or become apparent to it from which it can be inferred that the agreed delivery time cannot be met. Otherwise, it cannot later rely on such circumstances.
5.3 In the event of culpable delay in delivery by the supplier, Connfix is entitled to demand a contractual penalty of 0.2% of the delivery value according to the final invoice for each day of delay commenced, but not exceeding a total of 10% of the delivery value according to the final invoice. Further statutory claims remain reserved. Acceptance of a delayed delivery or performance does not constitute a waiver of claims for damages.
5.4 If Connfix is in default of acceptance or payment, a claim for damages to which the supplier is entitled is limited to 0.2% of the delivery value per completed week, but not exceeding 10% of the delivery value, unless the default is based on intentional or grossly negligent breach of duty by a legal representative or vicarious agent of Connfix. If Connfix is in default of payment, the supplier is entitled to a minimum claim for payment of a lump sum of €40 in accordance with § 288 of the German Civil Code (BGB). This also applies if the payment claim is an advance payment or other installment payment. This lump sum is to be credited against any damages owed, to the extent that the damage is based on legal costs.
6 Release from obligation to perform, withdrawal from contract
6.1 Force majeure releases the contracting parties from their obligation to perform for the duration of the disturbance and to the extent of its effect. The contracting parties are obliged to transmit the necessary information without delay and to adjust their obligations to the changed circumstances in good faith and to the extent reasonable.
6.2 Connfix is released from the obligation to accept the ordered delivery in whole or in part, and is therefore entitled to withdraw from the contract, if the delivery has become unusable for Connfix due to the delay caused by force majeure.
6.3 Connfix is entitled to withdraw from the contract if the supplier files for bankruptcy, if bankruptcy proceedings are initiated, or if the opening of proceedings is refused due to lack of assets.
6.4 Connfix also has a right to withdraw from the contract if individual enforcement measures are taken against the supplier.
6.5 Connfix may also withdraw from the contract if the supplier promises, offers, or grants any benefits of any kind to a Connfix employee or agent involved in the preparation, conclusion, or performance of the contract or to a third party in their interest.
6.6 The statutory provisions on withdrawal remain unaffected in all other respects.
7 Transfer of risk, documents
7.1 The transfer of risk occurs upon acceptance of the delivery by Connfix at their business premises (in-house).
7.2 The supplier is obliged to indicate the Connfix order number on all shipping documents and delivery notes. If the supplier fails to do so, Connfix is not responsible for delays in processing.
7.3 Documents, reports, ideas, designs, models, samples, etc. provided by Connfix to the supplier remain the property of Connfix. The supplier must return these documents to Connfix immediately upon completion of their service without being prompted. The supplier may only use these documents to fulfill their performance obligations towards Connfix.
8 Warranty claims, guarantees
8.1 Connfix’s warranty claims for defects in goods or rights against the supplier are determined by legal regulations. The warranty period is 24 months from the transfer of risk.
8.2 The supplier guarantees that the goods and deliveries comply with applicable legal regulations, in particular the requirements of the respective valid packaging regulations, the RoHS directive, the Act on the Placing on the Market, the Take-Back and Environmentally Sound Disposal of Electrical and Electronic Equipment (Electrical and Electronic Equipment Act – ElektroG), the Battery Ordinance, and the EU Chemicals Regulation REACH. Furthermore, the supplier guarantees that any copyright levies have been paid to the relevant collecting societies. The invoices of the supplier must include a reference to the copyright levies in accordance with § 54d UrhG.
8.3 The supplier undertakes to comply with the Code of Conduct for suppliers attached as an annex and available on the Connfix website.
8.4 An obligation for Connfix to inspect and give notice of defects in accordance with § 377 HGB is excluded.
9.1 The supplier is liable in accordance with legal regulations.
9.2 To the extent that the supplier is responsible for a product damage, they are obliged to indemnify Connfix against third-party claims for damages upon first demand, insofar as the cause is within their sphere of control and organization and they are liable themselves in the external relationship. The obligation to indemnify also applies to all expenses incurred by Connfix or in connection with the third-party’s claim, including the costs of legal representation, if necessary. The supplier must adequately insure themselves against these risks in a customary manner.
9.3 Connfix is liable according to legal regulations for damages resulting from injury to life, body, or health, intentional or grossly negligent acts of Connfix, a legal representative or vicarious agent, as well as for damages falling under a guarantee or assurance provided by Connfix. In the event of slight negligence, Connfix is only liable for the typical and foreseeable damages resulting from a breach of a duty whose proper fulfillment enables the implementation of this contract and on whose compliance the contractual partner could rely (cardinal duty). In all other respects, liability is excluded to the extent permitted by law.
10 Ownership, Provision, Mixing
10.1 If Connfix supplies or provides substances and materials, they remain the property of Connfix. Processing or conversion by the supplier is carried out for Connfix. If the substances and materials provided by Connfix are processed with other items that do not belong to Connfix, Connfix acquires co-ownership of the new item in proportion to the value of its items compared to the other processed items at the time of processing.
10.2 If the item (substances/materials) provided by Connfix is inseparably mixed with other items that do not belong to it, Connfix acquires co-ownership of the new item in proportion to the value of the reserved goods compared to the other mixed items at the time of mixing. If the mixing is done in such a way that the supplier’s item is considered the main item, it is agreed that the supplier will transfer ownership to Connfix proportionately; the supplier shall keep sole or co-ownership for Connfix free of charge.
11 Intellectual Property and Confidentiality
11.1 The supplier is obliged to maintain the confidentiality of all documents and information received from Connfix. They may only be disclosed to third parties with the express consent of Connfix. The obligation of confidentiality also applies to personal data. The obligation of confidentiality also applies after the completion or failure of this contract; it shall cease to apply if and to the extent that the information contained in the documents provided has become generally known. Third parties employed by the supplier to fulfill obligations resulting from this contract shall be correspondingly obligated. In the event of a breach of these obligations, Connfix may demand immediate surrender and claim damages.
11.2 The conclusion of the contract is to be treated confidentially. The supplier may only refer to the conclusion of the transaction with Connfix in advertising materials with Connfix’s written consent. Connfix and the supplier undertake to treat all non-obvious commercial or technical details that become known to them through the business relationship as trade secrets. Third parties employed by the supplier to fulfill obligations resulting from this contract shall be correspondingly obligated.
11.3 The supplier guarantees that no third-party rights are violated in connection with its delivery. If Connfix is claimed by a third party in this regard, the supplier is obliged to release Connfix immediately from all resulting claims upon first request and to defend them. The obligation to indemnify also applies to all expenses necessarily incurred by Connfix from or in connection with the third-party claim. This includes the costs of legal representation. The supplier shall insure against these risks to an adequate extent customary in the industry.
12 Final Provisions
12.1 German law applies. The provisions of the UN Convention on Contracts for the International Sale of Goods and legal norms referring to another legal system shall not apply. If copies of these purchasing terms and conditions have been made in languages other than German, only the German version shall be binding for Connfix and the supplier.
12.2 Supplementary agreements, amendments or additions require written form for their effectiveness, as does the waiver of the written form requirement. The written form within the meaning of these purchasing terms and conditions is also ensured by e-mail and fax.
12.3 The place of performance is Kahl am Main. The place of jurisdiction for disputes arising from or in connection with the contractual relationship between Connfix and the supplier is Kahl am Main, provided that the contracting partner is a merchant, a legal entity under public law or a special public fund.
12.4 Furthermore, the General Terms and Conditions of Connfix GmbH (GTC), which can be accessed at any time on the Connfix website www.Connfix.de, apply in addition.
12.5 If any provision of these purchasing terms and conditions is or becomes invalid, the validity of the remaining provisions shall not be affected.