Section 1 Validity

(1) Any deliveries, services and offers of our suppliers are performed solely on the basis of these General Purchasing Conditions. They are an integral part of all contracts which we conclude with our suppliers about the deliveries or services that they offer. They also apply to any future deliveries, services or offers for the principal even if they are not agreed again separately.

(2) The terms and conditions of our suppliers or third parties do not apply even if we do not object to their validity separately in each individual case. Even if we refer to a letter which contains the terms and conditions of the supplier or of a third party or refers to such, this does not imply any consent to the validity of such terms and conditions.

Section 2 Purchase Orders and Orders

(1) Provided that our offers do not explicitly include a commitment period, we remain bound to them for one week, starting with the date of the offer. Our receipt of the declaration of acceptance is essential for timely acceptance.

(2) We are entitled to change the place and time of delivery as well as the sort of packaging any time by written notice given at least 14 calendar days before the agreed delivery date. The same applies to any changes of product specifications to the extent that they can be implemented within the framework of the normal production process of the supplier without any considerable additional effort. In such cases, the period of notice pursuant to the previous sentence is at least 14 calendar days. We will reimburse the supplier for any documented and reasonable additional costs arising from each modification. If such modifications result in delays in delivery which cannot be prevented, with reasonable efforts, in the normal production and business operations of the supplier, the originally agreed delivery date is postponed accordingly. The supplier must inform us in writing, based on careful assessment, about the expected additional costs or any delays in delivery in due time before the delivery date, but not later than within 5 working days following the receipt of our notification in accordance with sentence 1.

(3) We are entitled to terminate the contract at any time by written declaration, indicating the reason for the termination, if we are not able to use the ordered products in our business operations any longer because of circumstances that occurred after the conclusion of the contract. In this case, we will reimburse the supplier for any partial delivery.

Section 3 Prices, Payment Conditions, Invoice Details

(1) The price shown in the purchase order is binding.

(2) In the absence of a deviating written agreement, the price includes delivery and transportation to the address for shipment stated in the contract, packaging included.

(3) If, in accordance with the concluded agreement, the price does not include the packaging and if the reimbursement for packaging, and this has not only been provided on loan, has not been determined explicitly, it is to be calculated in accordance with the verifiable net cost price. On our request, the supplier has to take back the packaging on its own account.

(4) Unless otherwise agreed, we pay the purchasing price on delivery of the goods and receipt of the invoice within 14 days with a 3% discount or within 30 days net. For our outstanding payments to be on time, the receipt of our transfer order at our bank is sufficient.

(5) Our purchase order number, item number, delivery quantity and delivery address have to be indicated in all purchase order confirmations, delivery documents and invoices. If one or more pieces of this information are missing and the processing by us in the framework of our normal business operations is delayed as a result, the payment periods given in paragraph 4 are extended by the period of the delay.

(6) In the event of delayed payment, we owe default interest amounting to five percentage points above the base rate pursuant to Section 247 BGB [German Civil Code].

Section 4 Delivery Time and Delivery, Passing of Risk

(1) The delivery time that we indicate in the purchase order or that is otherwise applicable in accordance with these General Purchasing Conditions (delivery date or period) is binding. Early deliveries are not permitted and require our separate written prior consent.

(2) The supplier is obligated to inform us in writing without delay if conditions arise or become apparent that indicate that the delivery time cannot be complied with.

(3) If the latest possible day of delivery can be determined from the contract, the supplier is in default with the expiry of such day without the need for a reminder from us.

(4) In the event of a delay in delivery, we are entitled to any legal claims without restriction including the right of rescission and the claim for damages instead of the services following the ineffectual expiry of a reasonable grace period.

(5) In case of delays in delivery, we are entitled, after previous enforcement letter to the supplier, to demand a contractual penalty amounting to 0.5%, the maximum amount being 5%, of the respective order value for every commenced week of the default in delivery. The contractual penalty is to be deducted from the damage caused by the delay to be paid by supplier.

(6) The supplier is not entitled to carry out partial deliveries without our prior written consent.

(7) The risk is only passed on to us when we take receipt of the goods at the agreed place of destination, even if shipment has been agreed.

(8) In principle, the exchange of pallets is agreed between the sender and the recipient of the goods. Please note our supplementary pallet exchange clause.

Section 5 Ownership Protection

(1) We reserve the ownership or copyright to any purchase orders placed by us, any orders as well as to any drawings, illustrations, calculations, descriptions and other documents made available to the supplier. The supplier must not make them available to third parties or use or reproduce them itself or via third parties without out explicit consent. It has to return such documents to us completely on our request if it no longer needs them in the regular course of business or if negotiations do not lead to the conclusion of a contract. Any copies of them made by the supplier are to be destroyed in this case; the only exception to this is the retention within the limits of the legal obligation to preserve records as well as the data storage for backup purposes within the limits of standard data backup.

(2) Any tools, devices and models that we provide to the supplier or that are manufactured for contractual purposes and invoiced separately to us by the supplier remain our property or pass into our possession. They are to be marked as our property by the supplier, to be stored carefully, to be protected against all kinds of damage and to be used exclusively for the purposes of this contract. The supplier bears the costs for their maintenance and repair. The supplier is to notify us of any significant damage to such objects without delay. It is obligated to return the objects to us in a proper condition on request, if they are no longer necessary for it to fulfil the contracts concluded with us.

(3) Any retentions of title by the supplier only apply to that extent that they refer to our payment obligations for the respective products at which the supplier reserves its property. In particular, any expanded or extended retentions of title are not permitted.

Section 6 Warranty Claims

(1) In the event of defects, we are entitled to unrestricted legal claims. However, the warranty period deviates and is 30 months.

(2) In any case, deviations in quality and quantity will be deemed to have been objected to in time if we notify the supplier of them within 5 working days following our receipt of the goods. In any case, any hidden defects of quality are deemed to have been objected to in time if the supplier is notified within 5 working days after their detection. In drop shipping, the notification of a defect is considered as in time if we forward the notification of our customer to the supplier within a period of 5 working days.

(3) We do not waive any warranty claims by accepting or approving of any presented samples or specimens.

(4) The limitation of action for warranty claims is suspended from the time of receipt of our written notification of defect by the supplier until the supplier rejects our claims or declares the defect to be remedied or otherwise refuses to continue negotiations concerning our claims. In the case of replacement deliveries and remedies of defects, the warranty period for any replaced and repaired parts starts anew, with the exception of cases where we had to conclude from the behaviour of the supplier that it did not feel obligated to implement the action but effected the replacement delivery or remedy of defects only as a gesture of goodwill or for similar reasons.

Section 7 Product Liability

(1) The supplier is responsible for any personal injury or material damage claimed by third parties which can be attributed to a defective product delivered by it and it is obligated to indemnify us against any resulting liability. If we are obligated to carry out a recall involving third parties because of a defect of a product delivered by the supplier, the supplier bears any costs in connection with this recall.

(2) The supplier is obligated to maintain sufficient product liability insurance, at its own expense, which does not have to cover the recall risk or punitive damages or similar damages provided that it has not been agreed otherwise for individual cases. The supplier must provide us with a copy of the liability insurance policy at any time on request.

Section 8 Property Rights

(1) The supplier guarantees, in accordance with paragraph 2, that products delivered by it do not violate any property rights of third parties in member states of the European Union or in other countries in which it manufactures the products or has them manufactured.

(2) The supplier is obligated to indemnify us against any third-party claims against us because of the infringement of industrial property rights mentioned in paragraph 1 and to reimburse us for any necessary expenses in the context of these claims. This claim does not exist to the extent that the supplier proves that it is neither responsible for the infringement of the property rights nor should have known about it, by applying the principles of commercial prudence, at the time of delivery.

(3) Our further legal claims because of defects of title of the products supplied to us remain unaffected.

Section 9 Spare Parts

(1) Our supplier is obligated to have spare parts for the products delivered to us available for a period of 30 months after delivery as a minimum.

(2) If the supplier intends to discontinue the production of spare parts for the products delivered to us, it must inform us without delay after the decision to discontinue the production.

Section 10 Secrecy

(1) The supplier is obligated to keep the conditions of the purchase order as well as any information and documents provided to it for this purpose (with the exception of publicly accessible information) secret and only use it to process the purchase order. It is to return such information and documents after the completion of inquiries or after the processing of purchase orders to us at once on request.

(2) The supplier must not refer to the business relationship in promotion material, brochures etc. or display deliverables manufactured for us without our previous written consent.

(3) The supplier must oblige its subcontractors in accordance with this section 10.

Section 11 Customer Protection Clause

The Supplier is obliged to ensure customer protection. The Supplier must not perform the following activities for our customers of whom they become aware during their activities for us, neither directly nor must they indirectly engage third parties with such duties:

(1) (a) The Contractor undertakes to not use in any way for themselves any customer-related data or customer names which they obtained in the context of their activity for the Client. The Contractor shall be authorised to forward any data which are necessary for the direct performance of the order to persons involved in the performance of the order.

(b) The Contractor undertakes to not have any direct business contact with the Client’s customers and to not become active for them, neither directly nor via third parties. In addition, the Contractor undertakes to not start any business contact with the Client’s customers if the Client or a third party engaged by the Client initiates such contact.

(c) The Contractor will not use for themselves or for any third parties any documents and information which they have received from the Client or directly from customers in connection with the performance of the contract, as well any knowledge about the customer, about their needs and their characteristics which they gained in that context.

(d) The Contractor undertakes to return to the Client any and all documents, data carriers, plans, sketches, samples and all other work documents they received for the performance of the contract, including any copies thereof, after completion of the order and issue of the invoice. The Contractor assures, at the same time, the completeness of the returned materials.

List of cooperation activities to be refrained from

(2) Customer means any type of principal or recipient.

(3) If it is unclear whether the Supplier gained knowledge of our customers in the context of their activity for us, the Supplier must demonstrate that they have become aware of the customers outside of their activity for us.

(4) The customer protection shall end twelve months after the contract has come to an end - regardless of the reason for such end.

(5) If the Supplier culpably violates the obligation of customer protection, they shall be obliged to pay a contractual penalty in the amount of 25 % of the order sum per case of violation.

(6) Our right to assert any damage going beyond that and/or to terminate the contract without notice for cause shall remain unaffected thereby.

Section 12 Cession

The supplier is not entitled to cede its receivables arising from the contractual relationship to third parties. This does not apply in the case of outstanding debts.

Section 13 Place of Delivery, Jurisdiction, Applicable Law

(1) The place of delivery for both parties and the exclusive jurisdiction for any disputes arising from the contractual relationship is Coburg.

(2) The contracts concluded between us and the supplier are subject to the law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods.

Section 14 Declaration of Compliance

If articles that we purchase from you can be in direct contact with food and are intended for this purpose, we assume that they meet the generally applicable regulations for food contact in the EU. At least the following standards have to be fulfilled:

EU 1935/2004 for direct food contact, EU Good Manufacturing Practice (GMP) Regulation 2023/2006, for plastics additionally EU 10/2011.

For plastic packaging, or packaging in which plastics may be in direct contact with food (e.g. coatings of cardboard boxes, adhesives), we assume that migration test results are available.

Migration test results (for plastics in direct contact with food) must be sent to us at the latest at the time of order confirmation together with the declaration of conformity (compliance) and, for paper-based packaging as well, declarations of Compliance without delay and without being requested when a product group (material) is ordered for the first time.

Printing inks must be selected with low migration. They must be verifiably approved for indirect food contact.

If the content of the document changes, this must be reported immediately and the updated document have to be sent.

In case of missing documents and information, we reserve the right to withdraw from the purchase contract and to charge the full amount of the costs for recall actions and other consequences. 

status: January 2024