§ 1 General

(1) The Terms and Con­di­tions set out below shall form part of the agree­ment con­clud­ed with us.

(2) Our Gen­er­al Terms and Con­di­tions of Sup­ply shall apply in accor­dance with the most recent ver­sion and to all sub­se­quent trans­ac­tions with­out any need of express ref­er­ence there­to or agree­ment there­on at the con­clu­sion of such trans­ac­tion. They shall only apply towards entre­pre­neurs as defined in § 310 sub­sect. 1 of the Ger­man Civ­il Code.

(3) Our terms apply exclu­sive­ly. We here­by object to any counter-con­fir­ma­tion, counter-offer or oth­er ref­er­ence by the Sup­pli­er to its gen­er­al terms and con­di­tions, any dis­sent­ing terms and con­di­tions of the Sup­pli­er shall only apply if we have con­firmed the same in writ­ing. Our Gen­er­al Terms and Con­di­tions for Sup­ply shall pre­vail also if we shall have accept­ed deliv­er­ies of the sup­pli­er with­out reser­va­tion even if we were aware of con­flict­ing or devi­at­ing sup­pli­er terms.

(4) The Sup­pli­er may not assign any claims aris­ing from trans­ac­tions with us with­out our writ­ten approval.

(5) It is under­stood and agreed that the Sup­pli­er has man­u­fac­tured the prod­ucts (the “Brand­ed Prod­ucts”) to be sup­plied to us accord­ing to cer­tain spec­i­fi­ca­tions with regard to the man­u­fac­tur­ing process and the prod­uct ingre­di­ents (the “Spec­i­fi­ca­tions”) that we have pro­vid­ed to it for such pur­pose. The Sup­pli­er shall there­fore not sell or oth­er­wise trans­fer Brand­ed Prod­ucts to any third par­ty with­out our pri­or writ­ten authorisation.

§ 2 Adherence to Specifications

(1) The Sup­pli­er always agrees to adhere to the Spec­i­fi­ca­tions and shall not change any parts of it with­out our pri­or writ­ten approval. We reserve our right to change the Spec­i­fi­ca­tions at any time if this shall be required through applic­a­ble food laws.

(2) We fur­ther reserve the right to extend the Spec­i­fi­ca­tion to stor­age and trans­port require­ments. We shall imme­di­ate­ly noti­fy to the Sup­pli­er of any such variation.

§ 3 Delivery; Price

The Sup­pli­er must accept and exe­cute our order with­in 7 days.

The prices agreed by the Par­ties in their frame­work agree­ment and the pay­ment dead­lines spec­i­fied there­in shall be bind­ing upon the Parties.

§ 4 Inspection of Facilities

(1) We shall have the right to inspec­tion with­out pri­or notice in rela­tion to:

• a) The premis­es of the Sup­pli­er at which Prod­ucts are produced,
• b) All oth­er Supplier’s facil­i­ties, equip­ment and doc­u­men­ta­tion relat­ing to man­u­fac­ture, stor­age or deliv­ery of Prod­ucts and all com­po­nents there­of; and
• c) Prod­ucts, pri­or to or dur­ing their ship­ment to us.

(2) We may engage the ser­vices of an inde­pen­dent firm, select­ed in our sole dis­cre­tion to per­form any such inspection.

§ 5 Laboratory Testing

The Sup­pli­er agrees to con­duct at its own cost an analy­sis or test­ing of sam­ples of the Prod­ucts or sam­ples of any com­po­nents there­of in accor­dance with any test­ing sched­ule that we may impose from time to time. For such pur­pos­es, the Sup­pli­er agrees to send such sam­ples to lab­o­ra­to­ry facil­i­ties select­ed in our sole dis­cre­tion. The Sup­pli­er agrees to pay the rea­son­able costs of any such third-par­ty lab­o­ra­to­ry testing.

§ 6 Records Retention

For a peri­od of at least 5 years from the date of each ship­ment of Prod­ucts, the Sup­pli­er agrees to keep com­plete records of the man­u­fac­ture, stor­age, ship­ment and sale of the Prod­ucts and, upon our request to make these records avail­able to us upon demand.

§ 7 Indemnification

The Sup­pli­er agrees to full indem­ni­fi­ca­tion for our ben­e­fit (or any of our affil­i­ate com­pa­nies) from any liability/claim because of the man­u­fac­ture, deliv­ery and stor­age of Prod­ucts (“Prod­uct Lia­bil­i­ty”). It shall refund to us any pay­ments that we shall have made to sat­is­fy any such jus­ti­fied claims. The duty to indem­ni­fi­ca­tion and refund shall not apply if the under­ly­ing inci­dent shall have prov­ably been caused through gross neg­li­gence or wil­ful mis­con­duct by us any of our employ­ees, rep­re­sen­ta­tives, agents, or any affil­i­ate. The Sup­pli­er shall imme­di­ate­ly noti­fy us of any lit­i­ga­tion that shall have been start­ed or of any claims that shall have been raised against it and shall upon our demand make avail­able to us all rel­e­vant documents.

§ 8 Insurance

(1) The Sup­pli­er shall main­tain a com­pre­hen­sive lia­bil­i­ty insur­ance with a rep­utable insur­ance com­pa­ny which shall include prod­uct lia­bil­i­ty cov­er­age, in the min­i­mum cov­er­age of 1 Mio EUR per occur­rence for dam­age, injury and/or death to per­sons, and 1 Mio € per occur­rence for dam­age and/or injury to prop­er­ty. Such insur­ance shall cov­er all affil­i­ates of the Sup­pli­er to the extent that these are engaged in any of the ser­vices falling under these Terms and Conditions.

(2) The Sup­pli­er shall, on an annu­al basis, pro­vide us with cer­tifi­cates of insur­ance evi­denc­ing such cov­er­age. Each cer­tifi­cate shall indi­cate the cov­er­age rep­re­sent­ed thereby.

§ 9 Representations and Warranties

(1) The Sup­pli­er rep­re­sents and war­rants as follows:

• (i) The Prod­ucts shall com­ply in all respects with all applic­a­ble laws, rules and reg­u­la­tions of the coun­try where the Prod­uct is man­u­fac­tured, stored or through which it is shipped, and the coun­tries where the Prod­uct shall be used.
• (ii) The Prod­ucts shall be man­u­fac­tured to a high qual­i­ty and in accor­dance with best indus­try prac­tice. The Prod­ucts are safe, mer­chantable, and fit for their intend­ed pur­pose and shall com­ply ful­ly with the Spec­i­fi­ca­tions in every respect.
• (iii) The Prod­ucts are labelled as required by the Spec­i­fi­ca­tions and by law (includ­ing, but not lim­it­ed to, the laws of the coun­try of man­u­fac­ture and intend­ed coun­try or coun­tries of use).
• (iv) None of the Prod­ucts shall con­tain any genet­i­cal­ly mod­i­fied organ­isms, or any ingre­di­ents com­po­nents or prod­ucts which are derived from the use of gene tech­nol­o­gy, save to the extent declared to, and pre­vi­ous­ly agreed in writ­ing by, us.

(2) We shall be required to check the prod­ucts with a rea­son­able dead­line for any sub-stan­dard qual­i­ty or short­fall in quan­ti­ty. Objec­tions shall be valid and not for­feit­ed if raised and received by the sup­pli­er with­in five days after receipt of deliv­ery. For hid­den defects, the dead­line shall start with the dis­cov­ery of the same.

We are ful­ly enti­tled to exer­cise all reme­dies grant­ed by statu­to­ry law. There­fore, we shall have the right to demand sup­ple­men­tary per­for­mance in case of defec­tive deliv­er­ies notwith­stand­ing our right to demand com­pen­sa­tion in lieu of delivery.

§ 10 Final Provisions

(1) The place of per­for­mance shall be Meinerzhagen.

(2) For our ben­e­fit, the courts of Mein­erzha­gen shall have juris­dic­tions over all dis­putes aris­ing from these Terms and Conditions.

(3) The laws of Ger­many shall apply.

(4) The inva­lid­i­ty of any pro­vi­sion of these Gen­er­al Terms and Con­di­tions shall not affect the valid­i­ty of the oth­er pro­vi­sions. Invalid pro­vi­sions shall be deemed as replaced by such valid pro­vi­sions that shall be suit­able to imple­ment the eco­nom­ic pur­pose of the delet­ed pro­vi­sion to the great­est extent possible.