§ 1 General – Scope
(1) Our Purchasing Conditions apply to the exclusion of all others; we shall not accept any terms and conditions of the supplier that contradict or differ from our Purchasing Conditions unless we have expressly agreed their validity in writing. Our Purchasing Conditions shall apply even if we accept the supplier’s delivery without reservation in the knowledge that the supplier has terms and conditions that contradict or differ from our Purchasing 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.
Our Purchasing Conditions apply only to companies as defined in § 310 para. 1 of the German Civil Code (BGB).
§ 2 Offer – Offer documents
(1) The supplier is required to accept our purchase order within 3 working days.
(2) We shall 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 provisions of § 9 para. (5) also apply in this respect.
§ 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 normal 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 bears responsibility for the merchantability of the products, both in the country of production and on the sales markets identified to him by Interquell.
(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 legal provisions. The object of traceability includes, in addition to the goods themselves, the ingredients, raw materials, additives and auxiliaries, etc. used for all goods, the time of production, the packaging materials and the progress of the 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
(1) The price specified in the purchase order is binding. 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.
(2) 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; the supplier shall be responsible for all consequences arising from non-compliance with this obligation unless he is able to demonstrate that such non-compliance is not attributable to him.
(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
(1) The delivery time specified in the purchase order is binding.
(2) 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 the supplier from meeting the agreed delivery time.
(3) If delivery is delayed, we shall be entitled to demand fixed-rate compensation amounting to 1% of the delivery value per full week of delay, up to a maximum amount of 10%; we also reserve the right to assert further claims (withdrawal and compensation in lieu of the service). The supplier is entitled to demonstrate to us that no losses or substantially smaller losses have been incurred as a consequence of the delay.
§ 6 Transfer of risk – Documents
(1) Unless otherwise agreed in writing, the delivery shall be made free to our premises.
(2) 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 Inspection for defects – Liability for defects
(1) We are required to inspect the goods for deviations in terms of quality or quantity within a reasonable period; a notification of defects shall be timely if it is received by the supplier within a period of 5 working days calculated from receipt of the goods or, for hidden defects, from the time of discovery.
(2) We are entitled to make statutory claims for defects without restriction; in any case we are entitled at our discretion to demand that the supplier either eliminate the defects or supply a new item. We expressly reserve the right to claim compensation, and particularly to claim compensation in lieu of performance.
(3) We are entitled to have the defects eliminated ourselves at the supplier’s expense if the supplier is in default.
(4) The period of limitation is 36 months, calculated from the transfer of risk unless the mandatory provisions of §§ 478 and 479 of the German Civil Code prevent this.
§ 8 Product liability – Indemnification– Liability insurance cover
(1) If the supplier is responsible for any damage to a product, he is required upon first request to indemnify us from compensation claims from third parties if the cause falls within his sphere of control and organisation and he is himself liable with respect to third parties.
(2) As part of his liability for losses as defined in para. (1), the supplier is also required to reimburse any expenses that arise from or in association with a recall campaign carried out by us in accordance with §§ 683 and 670 of the German Civil Code or §§ 830, 840 and 426 of the German Civil Code. 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 take out and maintain a product liability insurance policy with an insured sum of € 2 million per case of personal injury / loss – blanket cover; this shall not affect any further claims for compensation to which we might be entitled.
§ 9 Intellectual property rights
(1) The supplier guarantees that no rights of third parties within the Federal Republic of Germany will be infringed in association within his delivery.
(2) If claims are raised against us by a third party on account of such infringement, the supplier is required to indemnify us from such claims upon first written request; we are not entitled to enter into any agreements, particularly a settlement arrangement, with the third party without the supplier’s agreement.
(3) The supplier’s indemnification obligation relates to all expenses that are necessarily incurred by us from or in association with the claim asserted by a third party.
(4) The period of limitation is 36 months, calculated from the transfer of risk.
§ 10 Retention of title – Items provided by us – Tools – Confidentiality
(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. Any faults are to be reported to use immediately; if he culpably fails to do so, this shall not affect any claims for compensation.
(4) If the security interests due to us under para. (1) and/or para. (2) exceed the purchase price of all as yet unpaid goods in which we retain title by more than 10%, we are required to release the security interests at our discretion at the supplier’s request.
(5) The supplier is required to keep all diagrams, drawings, calculations and other documents and information obtained strictly confidential. They may not be disclosed to third parties without our express agreement. The confidentiality obligation shall continue to apply upon completion of this contract; it shall not lapse until and to the extent that the production knowledge contained in the provided diagrams, drawings, calculations and other documents has become generally known.
§ 11 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) If permitted, it is agreed that German law is applicable to the exclusion of the UN Convention on Contracts for the International Sale of Goods.