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GTC Purchase

GTC Sale and Supply

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 in writing.

2. Orders

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.

3. Prices

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.

4. Delivery

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.

5. Payment

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 consent.
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 fulfillment.

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.

7. Guarantee

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.

8. Liability

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

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