1. Scope of application
1.1 Our purchase conditions are exclusively valid. General Terms and Conditions of the supplier are not valid unless we accept the conditions of the supplier. Our purchase conditions are also exclusively valid if we unconditionally accept the delivery of the supplier in knowledge of contrary conditions of the supplier or conditions of the supplier deviating from our purchase conditions even if we do not object to a contrary confirmation of the supplier once again.
1.2 Changes, additions and collateral agreements require our written confirmation in order to be effective.
1.3 Our purchase conditions shall also apply to all future business transacted with the supplier.
2. Orders
2.1 The supplier undertakes to confirm placed orders within a period of one week by returning the duplicate (copy) signed by him. All correspondence shall be conducted only with the purchasing department mentioned in the order.
3. Prices and payments
3.1 The price indicated in the order is binding: it includes packaging and delivery franco domicile. Statutory value added tax is not included in the price.
3.2 The order number and material number quoted in our order must be shown on delivery notes and invoices. The supplier shall be responsible for any consequences arising from his failure to comply with this obligation.
3.3 Invoices received by us from 1st to 15th of the month are paid by us on the 15th of the following month; invoices received from the 16th to the end of the month are paid on the last day of the following month with 3% discount or, at our discretion, after 90 days net. The date of receipt of the complete delivery shall be decisive, however the date of receipt of invoice at the earliest.
3.4 We shall be entitled to rights of offset and retention to the statutory extent.
4. Delivery times
4.1 The delivery time stated in the order is binding.
4.2 The supplier undertakes to inform us immediately in writing if circumstances occur or become recognizable to him which result in the impossibility of meeting the agreed delivery time.
4.3 In the event of delay in delivery the statutory regulations shall apply. In particular we shall be entitled - if necessary after the expiry of an appropriate extension period without delivery being effected - to demand compensation due to non-delivery.
4.4 Meat products and merchandise:
All the above-mentioned goods shall be transported in air-conditioned vehicles.
Core temperature during transport and on delivery:
- Fresh goods +2 °C - +7 °C
- Fresh meat In accordance with EU Regulation
- Frozen goods -18 °C - -24 °C
The goods must be delivered on Euro pallets. For goods intended for cutting a temperature of + 2° C may not be exceeded.
Furthermore, the goods must comply with the currently applicable statutory foodstuff regulations of the Federal Republic of Germany.
5. Transfer of risk, documents
5.1 Delivery shall be effected DDP (Incoterms as currently applicable) to the production plant in Germany designated by us.
5.2 The supplier undertakes to send the delivery note with every delivery and to send us the invoice separately in duplicate. Our exact order number and material number shall be indicated on these documents. Failure on the part of the supplier to do this will result in unavoidable delays in order processing for which we are not responsible.
Furthermore, the supplier shall send together with every delivery the respective supplier declaration in accordance with EU Regulation 3351/83.
6. Claims for defects
6.1 We shall be entitled to statutory claims for defects without restriction.
6.2 The limitation period for claims for defects shall be 36 months insofar as a longer period is not provided for by law.
6.3 Procedure in the event of complaints concerning meat and merchandise:
6.3.1 The supplier is aware that we purchase goods for resale. If defects are identified, we shall be entitled to lodge a complaint concerning the entire delivery. This shall also apply if the identified defects are due solely to faulty packing or transport damage.
6.3.2 We shall be entitled to take product samples from deliveries and to arrange for these to be examined by experts for their compliance with regulations. If defects are identified, the supplier shall also bear the costs of such examination. We shall also be entitled to keep samples deep-frozen and to arrange for these to be examined by experts in the event of a complaint. If defects are identified, the supplier shall bear the costs of such examination.
7. Product liability, exemption and product liability insurance
7.1 The supplier also undertakes to reimburse the costs resulting from or in connection with any recall action carried out by us. Where possible and reasonable, we shall inform the supplier about the content and extent of such recall action and shall give him the opportunity to make a statement thereon.
7.2 The supplier undertakes to take out a product liability insurance with an insured sum of at least € 2.6 million per person/property damage flat rate. If we are entitled to further damage compensation entitlements, these shall remain unaffected.
8. Rights of third parties
8.1 The supplier shall be responsible for ensuring that no rights of third parties are violated in connection with his deliveries.
8.2 If such property rights are asserted by third parties, the supplier undertakes to exempt us from such claims as soon as we request this in writing.
The exemption obligation of the supplier shall relate to all costs accruing to us from or in connection with the claim of a third party.
9. Provided materials
9.1 Where materials are provided by us to the supplier, we shall reserve title to such materials. Processing or transformation by the supplier shall be carried out for us. If goods provided by us are processed together with other items which do not be-long to us, we shall acquire co-ownership of the new product corresponding to the ratio of the value of our item to the other processed items at the time of processing.
If the materials provided by us are inseparably mixed with other items not belong-ing to us, we shall acquire co-ownership of all the inseparably mixed items corresponding to the ratio of the value of the goods subject to retention of title to the other mixed items at the time of the mixing. If the mixing is carried out in such a way that the item of the supplier is deemed to be the main item, it shall be agreed that the supplier shall transfer pro rata co-ownership to us. The supplier shall retain sole ownership or co-ownership on our behalf.
10. Secrecy
10.1 Illustrations, drawings, calculations and other documents and information received from us shall remain our property and shall be kept strictly secret by the supplier. They may be passed on to third parties only with our express consent. They shall be used only for manufacture on the basis of our order: after performance of the contract they shall be returned to us without such third party being requested to do so.
This secrecy obligation shall also continue to apply after the performance of the contract. It shall however expire if and insofar as the knowledge contained in the documents and information passed on to third parties has become generally known.
10.2 The supplier shall treat the conclusion of the contract in confidence. He may pass on our name to third parties as a reference only with our written consent.
11. Prohibition of assignment
11.1 The supplier may not transfer his rights and duties arising from his transactions with us to third parties. In particular, claims against us may not be assigned.
11.2 In transactions with us the supplier may award subcontracts to third parties only with our express written consent.
12. Business Social Compliance Initiative (BSCI)
12.1 The supplier undertakes to ensure compliance with the Business Social Compliance Initiative (BSCI) Code of Conduct for the production of his goods and of the goods purchased by him. This pursues the aim of enforcing the observance of certain social and environmental standards. The supplier thus undertakes to guarantee compliance with the BSCI Code of Conduct until final production and also undertakes to subject his suppliers, subcontractors and other contract partners to the rules of the BSCI Code of Conduct in its currently applicable version.
13. Data privacy
13.1 The supplier agrees that his personal data made available to us in the course of our business relationship will be stored and automatically processed in our computer system.
14. Place of jurisdiction
The place of jurisdiction for any disputes is Halle (Westphalia). We shall however also be entitled to institute legal proceedings at the court responsible for the registered office of the supplier.
15. The substantive law of the Federal Republic of Germany shall apply. The application of the UN Convention on the International Sale of Goods (CISG) shall be excluded.
Last updated: December 2009
Heinrich Nölke GmbH & Co KG.
33775 Versmold
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