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Interquell General Purchasing Conditions

§ 1 General – Scope

(1) All deliveries, services and offers from our suppliers are made exclusively on the basis of these General Purchasing Conditions. They are a component of all contracts that we conclude with our suppliers for deliveries or services offered by them. They shall also apply for all future deliveries, services or offers to the Client, even if they are not the subject of a further separate agreement.

The terms and conditions of our suppliers or third parties shall not be applied even if we do not separately object to their validity in the individual case. Even if we refer to a letter that contains or refers to the terms and conditions of the supplier or a third party, this in no way represents consent to the validity of such terms and conditions.

(2) Any and all agreements that are made between us and the supplier for the purposes of implementing this contract are to be set out in writing in this contract.

(3) These conditions shall be used as the basis for all future one-off contracts between purchaser and seller while at the same time excluding any differently-worded general contractual conditions.

§ 2 Purchase orders and instructions, offer documents

(1) The supplier is required to accept our purchase order in text form within a period of 3 working days.

(2) We retain all rights of ownership and copyrights in diagrams, drawings, calculations and other documents; they may not be made accessible to third parties without our express written agreement. They are to be used exclusively for manufacturing on the basis of our purchase order; they are to be returned to us unprompted upon completion of the purchase order. They are not to be disclosed to third parties; the provision of § 9 para. (5) also applies in this respect.

(3) We are entitled to withdraw from the contract at any time by written declaration, specifying the reason, if we are unable to continue to use the ordered products in our business operation or can only do so with considerable expense due to circumstances that have occurred since the contract was concluded and that are attributable to the supplier (e.g. lack of adherence to statutory requirements).

§ 3 Food / Animal feed / Food additives and Packaging materials

The conditions under this article apply especially to food, animal feed, food additives and packaging materials. The other provisions of the Purchasing Conditions shall apply unless otherwise described under this article.

(1) The supplier guarantees that the goods supplied conform to the samples and the contractual agreements. If no specific quality criteria have been agreed, the goods must be at least of the usual commercial quality. Any quality and quantity requirements and other specifications in the purchase order must be met.

(2) The supplier is responsible for the merchantability of the products, both in the country of production and in the sales markets made known to the supplier by Interquell cereals.

(3) The supplier guarantees that the contractual products conform to agreed specifications.

Any change to quantities and/or composition of products in the list of ingredients (change to recipe) and any changes to packaging that deviate from the product specification agreed by us with the supplier must be notified to us in writing immediately and in good time before the planned implementation. Such changes require our express written agreement unless the intended changes are necessary to comply with legal requirements.

(4) The supplier guarantees proper and end-to-end monitoring for the contractual products in the course of manufacturing. He is required to make sure that the contractual products conform to the applicable legal situation and current state of the art with due regard to the special requirements of the product-specific food and animal feed industry.

(5) The supplier guarantees consistent and end-to-end traceability with respect to the contractual goods supplied by him, in accordance with the applicable statutory provisions. In addition to the actual goods, the object of the traceability includes the ingredients, raw materials, additives and consumables used all goods, the time of production, the packaging materials and the entire manufacturing process. If necessary, the supplier is required upon request to immediately inform us in writing of any details or information concerning the contractual products.

§ 4 Prices, Payment conditions, Invoice details

(1) The price specified in the purchase order is binding.

(2) Unless otherwise agreed in writing, the price is inclusive of delivery free to our premises and packaging. Return of the packaging requires a separate agreement.

The price is inclusive of the legally applicable value added tax.

(3) We cannot process invoices unless they show the purchase order numbers as specified in our purchase order. If one or more of these details is or are missing with the result that processing by us is delayed in the course of our normal business, the payment terms specified in para. 4 shall be extended by the period of the delay.

(4) Unless otherwise agreed in writing, we shall pay the purchase price with a 2% discount within 20 days calculated from the date of delivery and receipt of invoice or net within 30 days of receipt of invoice.

(5) We reserve the right to offset and retain payments to the extent permitted by law.

§ 5 Delivery time, Delayed delivery

(1) The delivery time specified in the purchase order is binding.

The supplier is not entitled to make partial deliveries without our prior written agreement.

(2) If the latest date on which the delivery is to take place can be identified with reference to the contract, the supplier shall be in default when this date has elapsed without requirement for any reminder from us to this effect.

(3) The supplier is required to notify us immediately in writing if such circumstances arise or if the supplier becomes aware of such circumstances that will prevent him from meeting the agreed delivery time.

(4) In the event of delayed delivery we shall accrue the applicable statutory claims without restriction, although we shall not exercise any right of withdrawal or assert claims for compensation in place of the service until a reasonable extension period has elapsed to no effect.

(5) In the event of delivery delays, we are entitled after giving prior written warning to demand from the supplier a contractual penalty amounting to 1.0% of the order value for every started week of the delivery delay, up to a maximum of 8%. The contractual penalty is to be added to any compensation for delay to be paid by the supplier.

§ 6 Transfer of risk – Documents

(1) Unless otherwise agreed in writing, the delivery shall be made free to our premises.

(2) Even if the shipment has been agreed, the risk shall not be transferred to us until the goods have been handed over at the agreed destination.

(3) The supplier is required to precisely specify our purchase order number on all shipping papers and delivery notes; if he fails to do so, any processing delays that result shall not be attributable to us.

§ 7 Warranty claims

(1) We shall be entitled to the statutory claims without restriction in the event of defects. However, the warranty period is 30 months by way of departure from this.

(2) Notice of defects of quality and quantity shall be deemed to have been given in good time if we notify the supplier within 5 working days of receipt of the goods on our premises. Notice of hidden defects shall be deemed to have been given in good time if it is sent to the supplier within 5 working days of being discovered.

(3) Acceptance or approval of submitted samples or specimens does not constitute a waiver of warranty rights.

(4) We are entitled to have the defects eliminated ourselves at the supplier’s expense if the supplier is in default.

§ 8 Product liability

(1) The supplier is responsible for all claims for personal injury or material damage made by third parties that are attributable to a defective product supplied by him and is required to indemnify us from the resulting liability. If we are required to carry out a recall campaign with respect to third parties due to a defect in a product supplied by him, the supplier shall bear all costs associated with the recall campaign.

(2) As far as is possible and reasonable, we shall inform the supplier of the content and scope of the recall measures to be carried out and shall give him the opportunity to express his opinion. This shall not affect any other statutory claims.

(3) The supplier undertakes to maintain at his own expense a product liability insurance policy covering a sum of at least € 2 million. This shall not affect any entitlement we may have to further claims for compensation. The supplier shall send us a copy of the liability insurance policy at any time upon request.

§ 9 Intellectual property rights

(1) In accordance with para. 2, the supplier guarantees that products supplied by him do not infringe any intellectual property rights of third parties in countries of the European Union or in other countries in which he manufactures the products or has the products manufactured.

(2) The supplier is required to indemnify us from all claims that third parties raise against us on account of infringement of the commercial intellectual property rights as described in para. 1, and to reimburse us for all necessary expenses incurred in association with such claims. This shall not apply if the supplier demonstrates that he is neither responsible for the infringement of intellectual property rights nor would he have been aware of such infringement at the time of delivery when exercising the due care of a prudent businessman.

(3) This shall not affect any further statutory claims to which we are entitled due to defects in title.

§ 10 Retention of title – Items provided by us – Tools

(1) We shall retain ownership of any parts that we make available to the supplier. Any processing or conversion carried out by the supplier shall be done on our behalf. If the goods in which we retain title are processed with other objects not belonging to us, we shall acquire co-ownership in the new item in the proportion of the value of our item (purchase price plus VAT) to the other processed objects at the time of processing.

(2) If the items provided by us are inseparably mixed with other objects not belonging to us, we shall acquire co-ownership in the new item in the proportion of the value of the item in which we retain title (purchase price plus VAT) to the other mixed objects at the time of mixing. If the mixing is carried out such that the supplier’s item can be regarded as the main item, it is understood that the supplier shall transfer proportionate co-ownership to us; the supplier shall preserve the sole ownership or co-ownership on our behalf.

(3) We shall retain ownership in our tools; the supplier is also required to use the tools exclusively for manufacturing the goods ordered by us. The supplier is required at his own expense to insure the tools belonging to us for their replacement value against fire, water and theft. At the same time, the supplier now assigns to us all compensation claims under this insurance policy; we hereby accept such assignment. The supplier is required to carry out on our tools any necessary maintenance and inspection work and to carry out all servicing and repair work in a timely manner and at his own expense. He shall immediately report any incidents to us; any claims for compensation shall not be affected if he negligently fails to do this.

(4) If the security interests owing to us in accordance with para. (1) and/or para. (2) exceed the purchase price of all goods with retained title for which we have not yet paid by more than 10%, we are required to release the security interests of our choosing at the supplier’s request.

§ 11 Replacement parts for vehicles, equipment, machinery, tools

(1) The supplier is required to keep a stock of replacement parts for the products supplied to us for a period of at least 4 years after delivery.

(2) If the supplier intends to cease the production of spare parts for the products supplied to us, he shall notify us of the decision to cease production immediately after it is taken. Subject to para. 1, this notice must be sent at least 6 months before the cessation of production.

§ 12 Confidentiality

(1) The supplier is required to keep secret the conditions of the purchase order and all information and documents made available to him for this purpose (with the exception of publicly accessible information) for a period of 5 years after conclusion of the contract, and only to use them in execution of the order. He shall return them to us immediately upon request after dealing with enquiries or after processing orders.

(2) The supplier must not refer to the business relationship in promotional materials, brochures, etc. and must not exhibit objects produced for and supplied to us without our prior written agreement.

(3) The supplier shall require his own subcontractors to commit to this § 12 accordingly.

§ 13 Assignment of claims

The supplier is not entitled to assign his claims arising from the contractual relationship to third parties. This shall not apply in the case of outstanding debts.

§ 14 Compliance with laws, code of conduct

(1) The supplier is required to comply with the statutory provisions applicable to him in association with the contractual relationship. This applies in particular to anti-corruption and money laundering acts and to antitrust, work safety, environmental protection and animal welfare regulations, the United Nations’ general declaration of human rights and the UN conventions on the rights of children.

(2) The supplier shall ensure that the products supplied by him meet all applicable requirements for placing on the market in the European Union and the European Economic Area. Upon request, he shall demonstrate their conformity to us by presenting suitable documents.

(3) The supplier shall make reasonable endeavours to comply with the Code of Conduct existing at Interquell within the business relationship.

(4) The supplier shall make reasonable endeavours to ensure that the obligations affecting the supplier contained in this § 13 are also met by his sub-contractors.

§ 15 Jurisdiction – Place of performance – Choice of law

(1) If the supplier is a merchant, the place of jurisdiction is our registered office; we are however entitled to bring action against the supplier in the court of his place of residence.

(2) Unless otherwise specified in the purchase order, the place of performance is our registered office.

(3) The supplier shall make reasonable endeavours to comply with the Code of Conduct existing at Interquell within the business relationship.

(4) The law of the Federal Republic Germany shall apply to the contracts concluded between us and the supplier to the exclusion of the Convention on Contracts for the International Sale of Goods (UN Sales Convention).

Version dated: 08 / 2022