1. Orders and agreements are only binding if they are placed or confirmed by us in writing. Services for which no written order has been placed are not binding on us and will not be paid for, even if such services were provided at the request of our staff. These General Terms and Conditions of Purchase and Delivery apply to all orders and deliveries, including those that are not subject to a purchase contract.

These General Terms and Conditions of Purchase and Delivery become part of the contract upon acceptance of the order. The terms of delivery attached to your offer or order confirmation shall not apply even if we do not expressly object to them. Payments or acceptance of services by us do not constitute recognition of any terms of sale/delivery of the supplier. Any terms to the contrary shall only apply if and to the extent that they are expressly accepted by us in writing.

2. Unless otherwise agreed, prices are fixed.

3. The agreed delivery dates are binding, except in cases of force majeure. If you are in default with your performance, we shall be entitled, at our discretion, to demand subsequent delivery and compensation for delayed delivery or, instead of performance, compensation for non-performance or to withdraw from the contract. You must notify us immediately of any delivery delays that are apparent to you.

4. We only purchase food raw materials, foodstuffs, primary packaging, and additives and auxiliary materials whose production is guaranteed by a certified quality assurance system. The supplier must have certification in accordance with IFS, BRC, DIN EN ISO 22000, DIN EN ISO 9001, FSSC 22000, or a comparable standard.

The supplier must provide us with the required information and details truthfully and in full. The supplier must keep their information and details up to date at all times and notify us immediately and without being asked of any changes to the information they have provided.

During production and until delivery of ordered items, we may inspect materials, manufacturing processes, and other work performed in connection with the contractual service. If inspection is not permitted without good cause, we shall be entitled to withdraw from the contract without you being entitled to claim damages or payment for services rendered to date. The same applies if defects or deviations from the contractual agreements are already apparent during the inspection. Instead of withdrawing from the contract, we are also entitled to demand immediate rectification. We may also request reports at any time regarding the items we have ordered, in particular regarding the status of their manufacture. Any inspections required during manufacture must be announced in good time so that we can participate. If we have not exercised our rights within the meaning of this clause, this cannot be held against us.

5. The delivery item must comply with the agreed material specifications and DIN, VDE, and similar regulations. Changes to the material specifications must be notified to us in writing in advance and require our consent. Hazardous substances must be packaged and labeled in accordance with the applicable laws, and the corresponding safety data sheets must be supplied. Likewise, dangerous goods must be packaged and labeled in accordance with the applicable laws, and the dangerous goods classification or, if applicable, the note “no dangerous goods” must be indicated on the delivery note.

The delivery or service must be carried out in such a way that the legal and official regulations applicable to us on the delivery date, in particular EU directives, the Equipment Safety Act, accident prevention and other occupational safety regulations, as well as the generally recognized safety and occupational health rules, are observed.

The CE mark must be clearly visible and the declaration of conformity must be included with the delivery. Packaging materials should be manufactured without CFCs, be chlorine-free, chemically inactive, groundwater-neutral, and non-toxic when incinerated.

6. You are liable for ensuring that your delivery is free of third-party rights and that your deliveries and your contractual use do not infringe any patents or other property rights of third parties in Germany or abroad.

7. Shipping documents and invoices must include our order number, supplier number, delivery location, and quantity of materials. Individual packages in the delivery must be labeled with our product description and/or material number.

In the event of non-compliance, we reserve the right to charge you for the resulting costs.

8. Unless otherwise agreed, our payments shall be made with a 3% discount on the first payment date, which is two weeks after receipt of goods and receipt of the invoice, or after 30 days without discount.

Invoices shall be issued simply by stating the order number and the supplier number. If the goods are received later than the invoice or if the invoice is incomplete, the date of receipt of the goods or the date of receipt of the correct invoice shall be decisive for calculating the discount period. A delivery/service made before the agreed date does not affect the payment terms bound to the contractual date.

9. The supplier is not entitled to assign its claims against us or have them collected by third parties without our prior written consent, which may not be unreasonably withheld.

10. You are aware of the intended purpose of the contractual service. You guarantee the suitability of the service for the specified purpose. Unless otherwise agreed, the best quality in terms of materials and workmanship shall be deemed to have been agreed.

11. Warranty and liability are governed by the statutory provisions, unless otherwise agreed or stipulated in these terms and conditions. We may also demand rectification. The objection of delayed notification of defects and unconditional acceptance is excluded. In urgent cases or if you do not fulfill your warranty obligations immediately, we are entitled to replace or repair defective parts at your expense and to remedy any damage incurred. In the event of replacement delivery or rectification of defects, the warranty period for the corresponding parts shall recommence.

12. If claims are made against us due to a breach of official safety regulations or for other legal reasons under domestic or foreign law, we shall be entitled, taking into account the principle of good faith, to demand reimbursement from the supplier for the damage incurred by us in accordance with the provisions of the law applicable to us (liability principles), insofar as its deliveries or conduct were faulty and caused the damage, unless the supplier can prove that the damage was unavoidable and unforeseeable. In cases where recourse is to be expected, we are prepared to inform the supplier of the claims made against us and the measures we have taken. By acknowledging receipt of delivery items and by accepting or approving submitted drawings, we do not waive warranty claims and other rights.

13. Our order and all related commercial and technical details must be kept confidential by the supplier. The supplier may only refer to the business relationship with us if we have agreed to this in writing.

14. The place of performance for deliveries and services is the place of receipt specified by us.

15. In addition to these General Terms and Conditions of Purchase and Delivery, the law of the Federal Republic of Germany shall apply without exception.

The invalidity of individual provisions shall not affect the validity of the remaining provisions. The place of jurisdiction is Dresden. We may also bring proceedings before the courts responsible for the registered office of your company or before those courts before which third parties bring claims against us due to circumstances causally related to your deliveries, services, and other obligations.

As of: March 2017