General conditions of purchase
Valid from October 7, 2014
General conditions of purchase of Lay Gewürze GmbH, 98631 Grabfeld OT Queienfeld
1 Validity of the Terms and Conditions
1.1 The following conditions apply to all contracts in which we are acting as buyers. They shall also apply to all future business relationships, even if they have not yet been expressly agreed.
1.2 We shall not acknowledge any conditions of purchase of the vendor that conflict with or devi-ate from our general conditions of purchase, unless we have expressly agreed to the validity of such. This shall also apply if we have not contradicted such vendor’s terms explicitly.
1.3 Our general conditions of purchase shall also apply if we acknowledge the conflicting or devi-ating conditions of the vendor and accept delivery from the vendor without reservation.
1.4 Our general conditions of purchase apply only to entrepreneurs within the meaning of §§ 310 para. 1 sentence 1, 14 of the German Civil Code.
2 Contracts, form
2.1 Orders shall be made in writing or via email, and shall only be binding if confirmed in writing or via email. Moreover, any agreements to execute or amend the contract shall require the written form or an exchange of statements via email to be valid.
2.2 We shall be bound to our order until the next working day following the receipt of such. The order must be accepted by the supplier in writing or via email. This shall not apply if our order is based on a binding offer from the supplier.
3 Purchase following approval of a sample or approval following analysis
3.1 In the event of purchase following approval of a sample or approval following analysis, the contract shall only be effective if the sample is approved.
3.2 When purchasing with the approval of a sample, the approval period shall be 5 working days following receipt of the sample and, with approval following analysis, 20 working days following receipt of such sample, and shall commence on the day of the receipt of the sample at the premises of Lay Gewürze GmbH. Saturdays are not considered working days.
3.3 The expiry of the approval period shall be suspended during December 24 to January 6 of the following year owing to the shutdown period at Lay Gewürze GmbH.
4 REACH regulations
4.1 The vendor guarantees, among others, that the goods supplied by him comply with the REACH regulation (EC) No. 1907/2006, and that all the obligations arising from this regulation with respect to the goods have been upheld and, in particular and insofar as required, all the compo-nents of the goods have been or are registered appropriately within the meaning of this regulation.
5.1 The transfer of the entire or partial performance of the contract to third parties and the assign-ment of claims arising from this contract shall require our written agreement.
5.2 This approval requirement does not apply to the transfer of monetary claims arising from this contract if the contract is a commercial contract for both parties. If the assignment of claims arising from this contract is valid without our consent, we may make payments with a discharging effect to the vendor as a previous creditor.
5.3 As buyers, we have full statutory offsetting and retention rights. We are entitled to assign all the claims arising from the purchase contract without the prior consent of the vendor.
6 Prices / payments
6.1 The agreed prices are, unless otherwise agreed in writing, are necessarily binding and apply free to our factory in Grabfeld or free to the shipping location indicated by us. We shall bear no ad-ditional costs in excess of the delivery prices, in particular for packaging. The correct calculation of such is an essential contractual obligation.
6.2 We must be notified in writing of any price increases up to four weeks prior to the end of the quarter, otherwise they shall only become payable by us from the following quarter.
6.3 Unless otherwise agreed in writing, we shall pay the purchase price within 10 days with a 3% discount or within 30 days net, calculated from the delivery and receipt of the relevant invoice. Should the goods be incomplete at the time of the receipt of the invoice or in a condition that does not comply with the contractual conditions, the agreed payment date shall not commence until the full receipt of the goods or the full contractual condition of the goods has been satisfied at the place of delivery indicated.
7 Place of performance, delays in delivery
7.1 The delivery date as specified is strictly binding. If the date has not been agreed as a fixed and binding date and should the delivery date be exceeded and after setting a reasonable period of no-tice, we shall be entitled to withdraw from the contract and, if the vendor is responsible for the de-lay in delivery, shall be entitled to demand damages in place of the performance of the contract.
7.2 The place of performance for all deliveries to us shall be our premises in Grabfeld.
8 Food legislation
8.1 The following properties in particular have been agreed with respect to the products:
Unless otherwise agreed in writing, the product shall comply with:
- the applicable German and European food legislation and, in particular, in accordance with their composition and declaration such that the explicit stipulations for the specific type of goods are in compliance;
- the guidelines of the European Food Commission;
- the professional opinions of the working group of food legislation officers in the regions and the Federal Health Office in the absence of an express legal condition;
- the ruling on the maximum permitted quantities of residues of pesticides and pest control agents, fertilizers and other substances in or on food and tobacco products (maximum residue levels) and Regulation (EC) No. 396/2005 regarding the maximum residue levels of pesticides in or on food and feed products of animal and vegetable origin;
- the universally recognized technological standards (technological standards, stipulations, pro-cesses, conditions, etc.), the occupational health and safety regulations, rulings on the prevention of accidents at work, environmental protection law and the provisions of the law governing technical working tools and equipment in the manufacturing, composition and application of the products;
8.2 the provisions on additive approval regulations for any additives contained in the products.
8.3 Unless specifically agreed otherwise, the purity of the additives used and supplied shall com-ply with the relevant German regulations governing the use of additives. The contractor is obliged to expressly state the potential requirement for such legal declaration and the existence of any specific requirements for storage and transportation should such requirements go beyond the general com-mercial due diligence.
8.4 In the event of deliveries of hazardous substances, such should be marked in accordance with the regulations governing hazardous materials and deliveries should be supplied with the relevant material safety data sheets.
8.5 Unless otherwise agreed in writing, the current valid regulations regarding delivery, regula-tions and guidelines in Germany shall be applied.
8.6 Ionizing radiation
The supplier guarantees that the goods delivered to the customer have not been treated with ionizing radiation, and that no raw materials have been used that have been treated with ionizing radiation.
8.7 Genetically modified organisms
The supplier guarantees that the goods delivered to the customer have not been genetically modified and do not contain raw materials that have been genetically modified.
9 Notice period, limitation
9.1 We are only obliged to inspect the goods for any deviations from quality and/or quantities within a reasonable time period following delivery. The claim for any obvious defects shall be con-sidered timely within the meaning of the law if we notify and send such within 5 working days fol-lowing the delivery of the goods and the claim is received by the vendor thereafter. Claims for hid-den defects shall be considered timely if we notify and send such within 5 working days from the discovery of such and they are received by the vendor thereafter.
9.2 We shall be entitled to statutory warranty rights. The vendor shall be liable to our company to the extent legally required. In exigent circumstances or in extremely urgent circumstances, we shall be entitled to remedy the defects at the vendor’s cost. The limitation of our warranty for goods de-livered that do not comply with the contract and for additional and replacement deliveries shall be governed by § 438 of the German Civil Code.
10 Accident prevention, health and safety at work
10.1 The contractor shall be obliged to observe all the relevant accident prevention regulations, other health and safety at work stipulations and, in addition, the universally recognized occupational and safety and occupational health regulations when performing and completing the contract. This obligation shall be part of the contract and, if this obligation is not upheld, the contract shall be con-sidered as not duly fulfilled. We shall be entitled to demand all damages arising from non-compliance with these provisions insofar as the contractor is responsible for such within the meaning of § 276 of the German Civil Code.
10.2 The latest version of the code of conduct of the Business Social Compliance Initiative (BSCI) shall also be implemented as a social minimum standard component of the contractual work-ing partnership. The current version of the BSCI is available at: http://www.bsci-intl.org/.
11 Place of jurisdiction, severability, confidentiality
11.1 The place of jurisdiction for any disputes with our contractual partners and for any claims arising from checks and bills of exchange shall be Jena. The contractual relationship with our part-ners is governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG), even if the supplier’s premises are outside Germany.
11.2 In the event of the full or partial invalidity of one or more the abovementioned provisions, the validity of the remaining provisions shall be unchanged. Should any individual provisions be-come unenforceable, they shall be replaced by the relevant legal provisions.
11.3 Any supplements and amendments to this contract shall require the written form to be valid. The waiver of the written form requirement must also be made in writing.
11.4 Should the contract contain loopholes, such loopholes shall be closed by the legal and rele-vant interpretation rules.
11.5 The supplier shall be obliged to keep all documentation, information, images and drawings strictly confidential. Such material may only be disclosed to third parties with our prior written con-sent.
11.6 The obligation of confidentiality shall also apply after the completion of the contract and shall only expire if and insofar the knowledge and expertise contained in such material becomes generally known.