General Conditions of Purchase

General Purchasing Conditions of 2PRO Automation Engineering GmbH & Co. KG

 

Status: December 2022
 

1. ​These General Purchasing Conditions (“GPC”) of 2PRO Automation & Engineering GmbH & Co. KG (“2PRO”) are part of all contracts concluded between 2PRO and the supplier for the delivery of goods and services (“Contracts”). These AEB are also part of all future contracts, even if they are not expressly agreed again. Own conditions of the supplier or third parties, which 2PRO does not expressly recognize in writing, are not binding for 2PRO, even if 2PRO im not expressly contradicted in individual cases. Even if 2PRO refers to a message that contains the conditions of the supplier or third parties or refers to such, or if 2PRO accepts goods or services from the supplier or third parties without reservation in the knowledge of conflicting or deviating conditions, this does not constitute consent to the validity such conditions.

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3. A binding contract is only formed between the supplier and 2PRO when 2PRO has accepted an offer from the supplier in writing, including by e-mail or fax ("order").
    

4. The prices shown in the order are binding. Unless otherwise agreed in writing, the price always includes delivery and transport free place of use and packaging.
    

5. If, according to the agreed contract, the price does not include packaging and the payment for the packaging that is not only provided on loan is not expressly regulated, this is to be calculated at verifiable cost price. At the request of 2PRO, the supplier must take back the packaging at his own expense.
    

6. Unless otherwise agreed, 2PRO shall pay the fee within 21 days from the delivery of the goods or from the completion of the service and receipt of the invoice with a 3% discount, within 30 days with a 2% discount or within 60 days without discount. Receipt of the transfer order by the 2PRO bank is sufficient for the timeliness of the payment.
    

7. The project, order or article number, delivery quantity and delivery address of 2PRO must be stated in all delivery documents and invoices. If one or more of these details are missing and processing by 2PRO is delayed in the course of normal business, the payment deadlines specified in paragraph 4 are extended by the period of the delay.
    

8. In the event of default of payment, 2PRO owes default interest of five percentage points above the base interest rate in accordance with Section 247 of the German Civil Code.
    

9. The delivery time (delivery date or period) specified by 2PRO in the order or otherwise relevant according to these AEB is binding. Early deliveries are not permitted without the written consent of 2PRO.
    

10. The supplier is obliged to inform 2PRO immediately in writing, also by e-mail or fax, if circumstances arise or become apparent that mean that the delivery/service time cannot be met.
     

11. If the day on which the delivery/service is to be provided at the latest can be determined on the basis of the contract, the supplier shall be in default at the end of this day without the need for a reminder.
     

12. In the event of a delay in delivery/service, 2PRO is entitled, after prior written warning to the supplier, to demand a contractual penalty of 0.2%, maximum 5%, of the respective order value for each commenced calendar day of the delay. The contractual penalty is to be offset against the damage caused by delay to be compensated by the supplier.
     

13. The supplier undertakes not to contact end customers of 2PRO in connection with projects from the business relationship between the parties, in particular not to submit any offers of its own and not to establish a business relationship with them. This obligation applies for the entire duration of the business relationship between the parties and up to three years after completion of a project from the business relationship insofar as the business relationship is related to a contract designation of the customer to the end customer. In the event of a violation of the points mentioned, 2PRO reserves the right to charge the supplier a contractual penalty of 50% of the order value, which the supplier will pay. If additional employees are deployed, a contractual penalty of €30,000 per affected employee will be due, which must also be paid by the supplier within one week.
     

14. If the end customer of 2PRO contacts the supplier during the term of the business relationship between the parties, the supplier 2PRO will be informed immediately. The supplier undertakes not to advertise (business cards or similar) on his own behalf with the client and end customer.
     

15. The risk in the delivery of goods, even if shipping has been agreed, only passes to 2PRO when the goods are handed over to 2PRO at the agreed point of use.
     

16. The supplier must check whether the ordered goods and/or their components and/or substances used to perform the service are classified as dangerous goods (e.g. paints, adhesives, chemicals or flammable, oxidizing , explosive, combustible, toxic, radioactive, caustic or self-heating goods). If this is the case, the supplier must inform 2PRO immediately in writing.
     

17. When packaging, labeling and declaring dangerous goods, the supplier is obliged to observe the applicable national and international regulations, in particular (i) sea freight: Dangerous Goods Ordinance - Sea IMDG Code, (ii) air freight: UNICAO IATA RAR US-Dot, (iii ) Railway: EVO/RID, (iv) Dangerous Goods Ordinance - Rail, (v) Road: ADR and Dangerous Goods Ordinance - Road and (vi) General: Dangerous Goods Ordinance.
     

18. The supplier is responsible for all damages incurred by 2PRO and third parties resulting from this result in the supplier not observing the regulations to be observed by him when packaging, shipping and/or storing dangerous goods.
     

19. If shared accommodation is provided by the client, we are liable the employees of the contractor or the contractor for damage and contamination. The apartments are to be returned in perfect condition and swept clean. If there are costs to remove dirt and damage upon return, these will be charged to the contractor.
     

20. 2PRO reserves the right to the items made available to the supplier, such as e.g. B. drawings, plans, tools (“things”) retain ownership and/or copyright. The supplier may not make the items accessible to third parties or use or reproduce them himself or through third parties without the prior written consent of 2PRO. The supplier must return the items to 2PRO in full at the request of 2PRO. Copies of this made by the supplier are to be destroyed; unless the retention of such copies isWithin the framework of legal storage obligations or the storage of data is prescribed for security purposes as part of the usual data backup.

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22. The supplier's retention of title only applies insofar as it relates to due payment obligations of 2PRO for goods to which the supplier retains title. Extended or extended reservations of title are non-binding towards 2PRO.
     

23. The supplier must deliver or provide goods or services free of material defects and defects of title. In the event of defects, 2PRO is entitled to the statutory claims without restriction. By accepting samples or specimens for goods or services provided by the supplier, 2PRO does not waive the assertion of claims for defects.
     

24. Upon receipt of a written notification of defects by the supplier, the limitation period of Claims for defects are suspended until the supplier rejects the claims or has declared the defect to be remedied or otherwise refuses to continue negotiations on claims for defects. In the case of a replacement delivery and the elimination of defects, the limitation period for claims for defects for replaced and repaired parts begins again, unless 2PRO had to assume based on the behavior of the supplier that he would not agree to the measure obligated, but only carried out the replacement delivery or rectification of defects as a gesture of goodwill or similar reasons.

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26. If 2PRO is injured due to personal, property, environmental or other damage, in particular product damage for which the supplier is responsible, claims for damages are made by third parties, the supplier must indemnify 2PRO on first request from all third-party claims, including the costs necessary to defend against these claims, if the supplier is responsible for the cause within his sphere of control and organization has set.
     

27. If 2PRO has to carry out a recall action against third parties due to a defect in the goods delivered by the supplier, the supplier shall bear all costs associated with the recall action. Further legal claims of 2PRO remain unaffected.
     

28. The supplier is liable to 2PRO for any damage caused to 2PRO by the Supplier has violated environmental regulations, e.g. the BImSchG, WHG, AbfG, in connection with the delivery of goods or the provision of services.
     

29. The supplier maintains business and product liability insurance at its own expense an amount of coverage of at least EUR 5,000,000 per insurance year and will provide 2PRO with a confirmation of coverage from the insurer upon request.
     

30. In accordance with the following paragraph, the supplier is responsible for ensuring that goods delivered or services performed do not infringe any property rights of third parties in countries of the European Union or other countries in which he manufactures the goods or has them manufactured.
     

31. The supplier is obliged to indemnify 2PRO against all claims that third parties raise against 2PRO   due to the infringement of industrial property rights mentioned in the previous paragraph and to reimburse 2PRO for all necessary expenses in connection with this claim. This claim does not exist if the supplier proves that he is neither responsible for the infringement of property rights nor should he have known it at the time of delivery if he had exercised commercial care.
     

32. The supplier is obliged to keep spare parts for the goods delivered to 2PRO for a period of at least ten years from delivery. If the supplier intends to discontinue the production of spare parts for the goods delivered to 2PRO, he will notify 2PRO in writing immediately after the decision to discontinue.
     

33. The supplier will keep secret the content of the order and all information provided to him by 2PRO, with the exception of publicly accessible information, and only use it to execute the order. The supplier may not refer to the business relationship with 2PRO in advertising material, brochures, etc. without the prior written consent of 2PRO. The supplier will oblige its own sub-suppliers accordingly.
     

34. The supplier is not entitled to assign claims from the contractual relationship on which the order is based to third parties without the prior written consent of 2PRO. § 354a HGB remains unaffected.
     

35. Verbal collateral agreements do not exist. Changes or additions to the AEB must be in writing. This also applies to the cancellation of the written form requirement.
     

36. The exclusive place of jurisdiction for all disputes arising from the contractual relationship on which the order is based is, subject to the provisions of § 38 ZPO, Braunschweig. The contracts concluded between 2PRO and the supplier are subject to the law of the Federal Republic of Germany, excluding the Convention on the International Sale of Goods (UN Convention on Contracts for the International Sale of Goods).