General Terms and Conditions of Purchase
1. Authorized conditions and range of applicability
Orders for merchandise or services take place exclusively
on the basis of these purchasing conditions. The confirmation
of an order always means that there is approval of the validity
of our general purchasing conditions; the acceptance of merchandize
or a service in knowledge of opposing conditions is not recognition
of opposing conditions. Our purchasing conditions are assumed
to apply to and embodied in future contracts for supply, even
if they are not expressly stated.
Deviating conditions of the supplier are not binding on us,
even if we have not expressly disagreed with them, unless
they have been acknowledged and agreed to by us expressly
Orders, their modifications and additions, as well as retrievals,
are only binding if they have been given in writing and confirmed
by us. We adhere to our orders where written confirmation
is provided within two weeks of the order date. Order confirmations
received after this period, are regarded as a new order requiring
our written acceptance.
The contract is established on receipt of written confirmation
of the order by the supplier or on decrease of the delivery
by us. If the content of the confirmation of order deviates
from the content of the order, the supplier must expressly
and separately refer to a deviating acceptance of the contract
conclusion. A contract is only established in this case with
our written agreement.
When buying a sample or analysis on approval, the purchase
is only effective when the sample is approved. The period
of approval (from receipt of the sample) is ten working days
when buying a sample on approval, and 20 working days when
buying an analysis on approval. Saturdays are not working
days for this purpose. The salesman has to leave a sample
for us that is taken from the category from which the goods
will be sold. If not agreed otherwise he has to deliver goods
to us of least middle quality.
The prices agreed upon are fixed prices. Unless agreed to
the contrary, they are on the basis of “carriage free”
to the reception points agreed by us and including the customary
original packaging, rolls and warehousing charges as well
as customs duties. The supplier is responsible for the forwarding/shipping
costs in every case even if we require a special mode of shipment.
The place of delivery is the reception point specified by
us; the transport/shipping takes place at the risk of the
supplier. In the case of “carriage free” supply
the supplier undertakes to provide transport/shipping insurance
for us to the agreed reception point, at the supplier’s
own cost. Agreed dates and periods are binding; if delivery
times are quoted, these begin to run starting from the date
of the order. The entrance of the merchandize at the quoted
reception point is decisive for observance.
If the supply is not “carriage free”, to the agreed
reception point, the supplier must make the merchandize available
giving consideration for the usual shipping and dispatch times.
In the case of “call supplies” the agreed upon
delivery dates are binding according to the same principles
if the supplier does not immediately contradict these.
Supplies delivered in excess of our agreement, entitle us
to either remove the excess supply of the commodity with appropriate
adjustment to the level of the invoice(s), or to store these
at the cost of the supplier until their collection by the
supplier or to send them back at the expense of the supplier;
If the supplier does not fulfill the order within the agreed
time, then the supplier is liable under the relevant legal
rules, unless there is another intention in the following.
In the event of a delay in the delivery we have the right
to withdraw from the contract after an appropriate period
of delayed delivery, or to require payment of damages instead
of the supply.
On the basis of a continuing claim for damages, we are entitled
on a delay by the supplier, to demand as a penalty 0.5% of
the total order value per part/whole week of the delivery
time infringement, subject to a maximum of 10% of the total
order value. The supplier undertakes to indicate immediately
any expected delay in delivery or a possible inability to
supply the delivery or a part thereof, with a statement of
the reason(s) and the possible duration of the delay. If we
accept a delayed delivery, then we are still entitled to claim
the provisions of para 4.4, even if we do not expressly reserve
the right to do so on accepting the merchandize.
In the event of an Act of God such as war, transportation
or operational disturbances, labor disputes, foreign exchange
impediments or other delivery obstacles outside our control
we are entitled to withdraw totally or partially from the
contract or to require its fulfillment at a later date without
any claims arising from the supplier. The assertion of such
an Act of God must take place by us or the supplier in writing
within one week of the relevant event becoming known.
The supplier must send a shipping advice for each individual
daily shipment on the day dispatched, separate to the delivery
note and the invoice. An extended and augmented retention
of title by the supplier – in particular the reservation
of the property in the delivered merchandize until the total
payment of all demands from the entire business relationship
– is excluded. In particular no processing of i.S.d.
§ 950 BGB for the supplier can occur.
Without special agreement the payment must occur net within
30 days. The time agreed for payment begins only after the
stipulated entrance of the merchandize, with proper delivery
note(s) and invoice(s).
The supplier can only make an assignment of his rights or
allow a third party to be involved, with our prior written
The timing of the payment does not have any influence on the
guarantee provided by the supplier or on the right of reprimand.
In the event of faulty delivery we are entitled to retain
an appropriate proportion of the payment until there is proper
6. Quality assurance
The quality of the delivered product must be in accordance
with the relevant German and EU Regulations (e. g. German
Food and Feed law) and with the characteristics named in the
purchase order. Mandatory are especially the EU pesticide
regulation 396/2005 and the regulation 1881/2006 setting maximum
levels for certain contaminants in foodstuffs. The supplier
is compelled to inform us about any restrictions regarding
the application for the delivered product in a written form.
This applies also for any obligatory declarations for the
finished product which is produced using the delivered product.
The obligation for examination and complaint begins in all
cases when delivery is made to the destination quoted in the
order and proper documents are present (especially the dispatch
note and delivery note). We are entitled to raise complaints
within 14 working days after receipt of the goods, and with
hidden defects within 14 days of discovery of the defect.
The supplier undertakes in the event of delivery of faulty
goods, on our request to segregate the faulty goods and –
on our request – to rework or make another delivery
within an appropriate period set by us. The supplier is responsible
in this case for all the associated expenses. The supplier
is not authorized to decline the reinstatement by the kind
required by us. In the event that a rework or further delivery
fails and is not to our satisfaction or the same commodity(ies)
is/are incorrectly supplied, we are entitled to a reduction
in the purchase price or to terminate the order in respect
of the unfulfilled part of the supply.
The guarantee terminates on the expiration of 2 years after
delivery of the ordered goods. The guarantee is extended in
the case of post fulfillment goods, and the guarantee terminates
3 years after their delivery to us.
If we advise the supplier that we are buying the goods for
export, the delivery place advised for this export business
is regarded as the place of fulfillment and we are entitled
to accept the goods without examination and onward dispatch.
All investigation and reprimand periods begin only when the
foreign buyer has the possibility for examination at the earliest
with the unloading at the place of delivery.
As far as the guarantee differs from the provisions of legislation,
the guarantee follows the legislation. The limitation of guarantee
claims is starts from the notice of defect(s) and begins after
express refusal of the guarantee and after failure of negotiations.
If the goods are prevented from being imported at the EU external
border within the context of the import investigation, provided
it is possible and allowable, the goods are returned at the
expense of the supplier.
Subject to appropriate proof, all costs accrued in addition
to the purchase price, are to be refunded immediately by the
supplier. At our request substitute goods are to be delivered
within an appropriate period. If we decide, for reasons that
we do not have to state, that we do not require the supplier
to supply substitute goods, then we are entitled to make additional
arrangements, any resulting additional cost is the responsibility
of the supplier.
The supplier undertakes to exempt
us from claims against us from third parties in respect of
product liability, as if he were liable directly. This also
applies to claims in respect of independent liability according
to the product liability law. For this exemption, the supplier
must take out an appropriate insurance policy.
Provided that another liability regulation is not included
elsewhere in these conditions, the supplier undertakes to
a substitution of damage in accordance with the following
paragraphs 8.3 to 8.7, resulting directly or indirectly from
a defective delivery, contravention of official safety regulations
or any other regulations.
The obligation to pay damages arises in principle only if
it arises from a fault for which the supplier is to blame.
If we are held liable for independent liability by a third
party in relation to non negotiable foreign law, the supplier
indemnifies us against all claims, as if he were directly
involved as the supplier to the third party. For damage reconciliation
between us and the supplier the principles of § 254 BGB
(contributory negligence) apply. This also applies in the
event of direct demands to the supplier.
The obligation for indemnity is limited to the extent that
we have effectively limited the liability to our customer.
The supplier is liable for the cost of damage defense measures
(eg recall actions) as far as these measures were caused by
defects in the goods. § 254 BGB finds appropriate application.
We have the right to enter into agreements with third party
victims; the liability of the supplier remains unaffected
as long as such agreements were offered commercially.
9. Defective titles
The supplier is liable for defects of title, especially on
account of contravention of the delivered goods, with any
trademark laws. The supplier exempts us and our customers
from all claims resulting from defective title(s) by the use
of the goods resulting from this contract. The contracting
parties undertake to advise each other immediately of any
risks of contravention or any cases of contravention.
10. Use of confidential data
All data and information connected with
our order or resulting from the course of our business may
only be used for the purposes of deliveries, and may only
be communicated to third parties with our prior written consent.
They are to be treated with absolute confidentiality within
the context of the transaction of the order. We also accept
the same obligation of confidentiality.
11. Final regulations
All agreements are to be expressed in writing. Modifications
and additions to this contract, including to this written
form paragraph, must be in writing to be effective. The same
applies to secondary and auxiliary agreements. Verbal agreements
or warranties made by our staff do not bind us.
If a contracting party becomes insolvent or compounds with
its creditors or insolvency procedures are instituted or enters
into an out of court settlement then the other party is entitled
to withdraw from the unfulfilled part of the contract.
If a regulation of this contract should be wholly or partially
ineffective or should become ineffective, then the inefficacy
of this regulation does not affect the effectiveness of all
the remaining regulations of this contract. The ineffective
regulation has to be replaced by a legal regulation which
is as close as possible economically to the ineffective regulation,
as it is legally allowable to be. The same applies to any
gaps in this contract.
We can determine the jurisdiction for all disputes in the
context of the delivery business, as either Norderstedt or
the registered office of the supplier at our discretion. In
respect of complaints of the supplier it is exclusively Norderstedt.
Legal regulations relating to exclusive responsibilities remain
unaffected. This agreement on jurisdiction is not applicable
to customers, who are not merchants. We can choose to make
a court of arbitration responsible for decisions over disputes
in connection with the delivery business. We are obliged to
exercise our right of selection, within two weeks after the
notification by a customer of a concrete controversy relationship.
At the expiration of this period, the right to select cannot
be exercised any longer. In this case the regular court is
responsible. The court of arbitration used, should be that
of the specialized association responsible for the commodity
sold. Depending on the goods delivered this can be the “Verein
des Deutschen Einfuhrgroßhandels von Harz”, “Terpentinöl
und Lackrohstoffen e.V. (Harzverein)”, “ Vereinigung
der am Drogen- und Chemiekalien-Groß-und Außenhandel
beteiligten Firmen e.V. (Drogen- und Chemikalienverein)”
or the “Verein zur Förderung des Hamburgischen
Handels mit Kolonialwaren und getrockneten Früchten (Waren-Verein
der Hamburger Börse e.V.)”. Similarly we are entitled
to use the “Hamburger Freundschaftliche Arbitrage und
Schiedsgericht” of the Hamburg Chamber of Commerce.
This court of arbitration agreement does not apply to customers
who are not merchants.