Preamble
Supplier intends to supply Weiling with goods on a regular basis. The parties herewith agree that the following
General Terms & Conditions – PURCHASE – of Weiling GmbH
shall apply to all the contracts of purchase concluded between them in the future.
§ 1 General; scope of application
(1) The General Terms & Conditions – PURCHASE – of Weiling GmbH shall apply with exclusive effect. Supplier's General Terms & Conditions shall not apply in any circumstances.
(2) Supplier's terms and conditions of contrary or different effect shall not be recognised by Weiling. The General Terms & Conditions – PURCHASE – of Weiling shall also apply if Weiling, being aware that its own terms and conditions are contrary to or differ from those of Supplier, accepts a delivery from Supplier without demur.
(3) The General Terms & Conditions – PURCHASE – shall also apply to all future business transactions with Supplier.
§ 2 Invoicing, terms of payment
(1) Weiling can only process invoices and credit memos that comply with the requirements of the Value Added Tax Act and only if they include the order number (EB number) or the claim number (BRK number) that appears on the Weiling order or credit note request. The numbers must be copied from the purchase order or credit note request without changes or additions (e.g. without hyphens or blanks). A separate invoice or credit note must be issued for each order or credit note request. Partial deliveries must be avoided. The supplier is responsible for all consequences of non-compliance with these obligations.
(2) Supplier shall also be obliged to state its organic certification agency number in the in-voice. In the case of organic farming products, the organic agricultural association in question must also be designated for each article delivered. The invoice must make reference to compliance with the provisions of EU law governing organic products applicable at the time. Supplier and invoicing party must be identical.
(3) The agreed time limits for payment shall commence as of receipt by Weiling of a correct invoice, but not prior to receipt of the goods.
(4) The parties herewith agree that the euro shall be the currency for all future contractual relations. Prices must be stated in euros in all Supplier's offers. If in an offer, in deviation therefrom, Supplier states a price in a different currency, the parties herewith agree that Weiling may pay the invoice in euros. In this case the price shall be converted at the exchange rate applicable at the time Weiling accepts the offer. All invoice amounts must be stated and settled in euros.
(5) Weiling shall be entitled to rights of offsetting and withholding payment within the limits defined by German law.
§ 3 Delivery lead time
(1) The delivery lead time stated in the purchase order shall be binding.
(2) Supplier shall be obliged to advise Weiling without delay if circumstances occur or become apparent to Supplier which make it evident that the stipulated delivery lead time cannot be adhered to.
(3) Weiling shall be entitled to the relevant statutory rights in the event of a delay in delivery. Weiling shall in particular be entitled, after fruitless expiry of a reasonable extension, to require payment of damages instead of performance and to withdraw from the contract.
§ 4 Shipping documents, delivery notes
(1) Supplier shall also be obliged to state Weiling's order number (EB number) and its own organic certification agency number in all shipping documents and delivery notes. In the case of organic farming products, the organic agricultural association in question must also be designated for each article delivered. The shipping documents must make refer-ence to compliance with the provisions of EU law governing organic products applicable at the time.
(2) If Supplier fails to include these required details, Weiling shall be entitled to refuse ac-ceptance of the goods delivered. Weiling shall have no responsibility for delays in the processing which result from Supplier not giving, or giving incorrect, details.
§ 5 Inspection for defects, claims, rights
(1) Weiling shall be obliged to check the goods within a reasonable period of time for any possible deficiencies of quality or quantity; a complaint shall be deemed received in due time if it reaches Supplier within a reasonable period.
(2) Weiling shall be entitled, without restriction, to the statutory claims for defects; notwithstanding the foregoing, Weiling shall in principle be entitled to require the remedy of defects or a replacement delivery from Supplier. In this case Supplier shall be obliged to bear all the costs which are necessary for remedying defects or supplying replacements. Weiling herewith expressly reserves the right to claim for damages, in particular payment of damages in lieu of performance.
(3) If, in the case of delivery of specially certified products (Demeter or Naturland), there is a suspicion that the delivered products do not comply with the guidelines of the certifier and/or if the certifier has blocked the supplier on suspicion of non-compliance, then the goods will be accepted with reservations as long as there is the threat of a blockade by the controlling association. Weiling is not obliged to accept such goods. The risk of the goods rotting or becoming unsaleable due to other causes lies with the supplier. The regulations of paragraph 2 are unaffected.
§ 6 Product liability, indemnification, liability insurance cover
(1) If Supplier is responsible for product damage, it shall be obliged to indemnify Weiling, on first request, against claims for damages by third parties insofar as the cause thereof is located in its sphere of authority and organisation and Supplier is itself liable in relation to third parties.
(2) In this context Supplier shall also be obliged to reimburse any expenditure resulting from or in connection with a product recall executed by Weiling in cases where the claim for reimbursement is not in pursuance of sections 830 and 840 BGB in conjunction with sec-tions 426 and 254 BGB (German Civil Code). Weiling shall – insofar as possible and rea-sonable – inform Supplier of the content and scope of the product recall measures to be taken and allow Supplier the opportunity to state its position.
(3) Supplier herewith undertakes to maintain a product liability insurance policy with a coverage amount commensurate with the degree of liability risk, and on request to provide Weiling with evidence thereof. A commensurate amount of cover is as a rule deemed to be at least 10 million euros per case of personal injury or property damage. Any claims by Weiling to damages of greater extent shall remain unaffected.
§ 7 Intellectual property rights
(1) Supplier shall be responsible for ensuring that no rights of third parties are infringed in connection with its deliveries, unless it provides evidence that it is not responsible for the infringement of rights.
(2) If claims are made on Weiling by a third party on grounds of infringement of the rights of third parties under subsection (1), Supplier shall be obliged, on first request in writing, to indemnify Weiling against such claims; Weiling shall not be entitled to conclude any agreements with the third party – without the consent of Supplier – and in particular not to conclude a settlement.
(3) Supplier's obligation to indemnify shall apply to all costs which are necessarily incurred by Weiling as a result of or in connection with the claims asserted by a third party, unless Supplier provides evidence that it is not responsible therefor.
§ 8 Rights of use to images and other graphic elements supplied to Weiling; data protection consent
(1) Weiling provides its customers with information about the product manufacturer. To do this, Weiling uses its own photos as well as those provided to Weiling by the respective manufacturer. Insofar as Supplier provides Weiling with corresponding images (§§ 2 (1)(4), 72 UrhG [German Copyright Act]) and/or other graphic elements (hereinafter: Images), the rights of use to these images shall be based on paragraphs 2 to 4.
(2) Supplier grants Weiling the rights of use to the images without any restriction in terms of time and place. This shall also include rights to types of use unknown at the time of concluding the agreement. Weiling is entitled to transfer individual or all rights of use for indi-vidual or all types of use to third parties.
(3) Supplier warrants that it is the sole holder of the image copyrights and that it has not granted third parties any exclusive rights of use thereto. Insofar as images contain personal data, Supplier further warrants that it has obtained or will obtain the consent necessary from the data subjects prior to handing over the images to Weiling in accordance with the General Data Protection Regulation.
(4) Weiling exercises the rights of use granted to it in its own name. This shall apply in particular to the right to publish, the right to duplicate and distribute the images and the right to edit and otherwise modify the images.
(5) § 7 (2) and (3) of these General Terms and Conditions shall apply mutatis mutandis.
§ 9 Packing, warehousing, food product quality
(1) Supplier shall be responsible for ensuring that, at the time of transfer of risk, the goods it delivers, including packing and declarations, comply with the statutory provisions applicable in Germany, in particular the stipulations of German foodstuffs law and the provisions on organic products under German and EU law. The BNN product range directives pertinent to the goods delivered must be observed, and the BNN benchmark for residue analysis must be complied with.
(2) Supplier shall be responsible for ensuring that there is no contamination of the goods resulting from warehousing, transport or from packing for transport, repacking or packaging for end consumers at the time of transfer of risk.
(3) Supplier shall be obliged to advise Weiling without delay of any deviations it finds in relation to product quality, food safety, packaging or conformity with the requirements for organic products.
(4) Unless existing written agreement with Weiling stating otherwise, the supplier is obliged to deliver the goods on pallets which comply with the guidelines of the technical standard UIC 435-2 (Quality standard for one EUR pallet) and 435-4 (Repair standard for one EUR pallet) regulating the construction and exchange criteria of the European Pallet Pool for Euro Flat Pallets. In the case of dry goods, delivery must be made on new pallets or on class A pallets. Further information on the above mentioned Weiling standards and classes can be obtained on request.
If a pallet does not meet these requirements, Weiling will note it on the delivery note. In this case, Weiling is entitled to dispose of the pallet without being obliged to deliver one in return to the supplier. Eventually, the costs of repalletising the goods will be borne by the supplier.
§ 10 Place of jurisdiction – place of performance – governing law
(1) If Supplier is a business operator, the courts at the place of Weiling's registered office shall have jurisdiction. Weiling shall, however, also be entitled to sue Supplier at the latter's place of residence or business.
(2) Except as shown otherwise in the order confirmation, Weiling's place of business shall be the place of performance for all claims arising from the business relationship between Supplier and Weiling, including Supplier's claim to payment of the purchase price.
(3) The parties herewith agree that German law shall apply to the exclusion of the CISG.