Terms and Conditions – Customers

General Terms and Conditions of Sale and Delivery for Purchasers
(February 2016)

1. Scope of Application

  • The following terms and conditions apply to all deliveries and services provided by Organic Friends & Sports GmbH („Company“) to the contracting party („Purchaser“), including those from future business transactions.
  • The General Terms and Conditions apply exclusively. Any conflicting or deviating conditions on the part of the Purchaser shall not be recognized unless expressly agreed upon in writing.
  • Orders or acceptance of a delivery are deemed to be an acknowledgement of these conditions.

2. Offer, Acceptance, Order Confirmation

The Company’s offers are subject to change with regard to delivery, delivery periods and prices.

Orders are binding and may be accepted by the Company within 14 days from entry. The order shall be accepted by a written acknowledgement of order or by the execution of the order.

Should the order confirmation deviate from the order, agreement on the part of the Purchaser is considered given, if the Purchaser does not immediately object.

3. Place of Fulfilment, Delivery

Place of fulfilment are the Company headquarters.

All deliveries shall be made ex works (INCOTERMS 2010) unless otherwise expressly agreed upon.

Any risk shall pass to the customer as soon as the shipment is offered to the customer at the place of fulfilment.

Each delivery is carried out subject to the correct and timely deliveries from the Company’s suppliers. All cases of force majeure as well as any official measures, strikes or other events beyond our control shall release the Company’s from its obligation to deliver. The Company has the right to deliver at the next possible delivery date, insofar as the Purchaser is able to accept delivery. Otherwise, the Company is entitled to withdraw from the contract.
In the event of other delivery delays, the Company shall be liable only in the event of intent or gross negligence.

Any additional costs arising from the Purchaser’s special delivery requests will be borne by the Purchaser.

The Company shall have the right of instalment delivery. In such instances, these conditions shall apply in their entirety.

Orders shall be delivered at the earliest possible date unless otherwise agreed upon.

Delivery dates are only binding, if the Company has confirmed them in writing.

If shipping has been agreed upon, delivery dates and deadlines refer to the time of transfer to the forwarder, carrier, or other third party assigned to transport the goods.

4. Prices
Unless otherwise agreed, all prices are to be understood as net prices plus value-added tax (without deduction) ex works (Incoterms 2010), plus the current rate of VAT. To the extent no other agreements have been made, the invoice value calculation will be based on the Company’s sales price on the day of the incoming order.

5. Inspection and Notification
Upon delivery at the agreed upon destination and/or if collected, Purchaser is obligated to inspect the goods immediately at his/her own costs according to
a) Quantity, weight and packaging and to note any reclamation on the purchase order or bill of lading, and
b) To conduct a quality check by inspecting at least a random sample by opening an appropriate number of packaging (boxes, sacks, packs, etc.) and to examine the goods according to quality, smell, and taste.
c) To determine, via random sample, if the reclamation was an isolated case or whether a production or a handling error exists that affects the entire lot. to determine if the reclamation

In the case of notification of possible defects Purchaser must adhere to the following formalities and deadlines:

a) The notification must ensue by the end of the business day on which the delivery and/or collection took place. Notification of hidden defects that remained undiscovered despite a proper first inspection shall be handled in accordance with number 1b.) Initially remained undiscovered, the following shall apply: the notification must occur by the end of the following business day, but no later than 2 weeks after delivery or acceptance of the goods.
b) The notification must be sent to the Company within the aforementioned deadline via telegram, telex, or telefax. Notification via telephone is not sufficient. Notifications vis-à-vis sales representatives, brokers, agents are not sufficient.
c) The type and scope of defect must be clearly discernible in the notification.
d) The purchaser must make the disputed goods available at the inspection site for inspection by the Company, their supplier or Company agent.

Any complaints with regard to quantity, weight and packaging of the goods are excluded, insofar as Number 1a.) required notation on the purchase order or bill of lading is missing.

Moreover, any reclamation is excluded as soon as the Purchaser mixes, sends, sells, has commenced with the processing or traceability has been interrupted. In the event of a notification the Purchaser must ensure that the goods have remained unchanged and/or can be returned in the delivered packaging form.

Notification of goods that does not follow the above-mentioned formalities and deadlines are deemed authorised and accepted.

6. Warranty and Liability

The quality of the goods shall be governed by mercantile custom, unless, in the individual case, otherwise agreed upon and confirmed by the Company in writing. The agreed upon quality of the goods is based on the product description.

The Company guarantees that the goods comply with the contractually agreed upon specifications and the mandatory European Union regulations.

Claims regarding the delivery may only be made by the Purchaser and are non-transferable.

If not expressly agreed upon, all product specifications are not guaranteed characteristics, but merely descriptions or labels. A guaranteed characteristic only exists if it is labelled as a “guaranteed characteristic”.

The Company is not liable for natural transport shrinkage, or for customary fluctuations in the quality or appearance of the goods.

Minimal discrepancies in shape, colour, taste or consistency cannot be ruled out, and thus, do not represent a defect.

Insofar as a notification does not occur within the deadlines stated in Number 5, Paragraph 2 hereinabove, the Company is not liable for material defects, incorrect deliveries, shortages, etc.

In the event of a correct notification, the Purchaser is entitled to subsequent fulfilment. The Company may fulfil this entitlement by remedying the defects or via a supplementary delivery of the goods to the original delivery destination. If the supplementary delivery fails or if it is not performed within a reasonable deadline set by the Purchaser, then the Purchaser is entitled to either a dissolution or reduction.

Claims for damages caused by defects and consequential damages based on the delivery of defective goods shall be excluded, unless the defects were negligently or intentionally caused by the Company or vicarious agents.

7. Food Regulatory Due Diligence
In fulfilling his/her due diligence obligations the Purchaser is obligated to conduct a quality check.

The Purchaser is obligated to provide the Company with all the information regarding product defects (especially customer complaints) and to immediately and comprehensively support the Company with regard to recalls.

If the Purchaser discovers a defect that limits or excludes the food regulatory marketability of the goods, he is thus obligated to inform the Company by the end of the business day following the day of discovery. The Company is entitled attribute damages to the Purchaser in the event of non-notification.

If the Purchaser discovers a defect that excludes the marketability of the goods, he will take suitable precautions that will prevent the accidental distribution, processing or resale of the goods.

8. Sample Taking

If official food inspectors or other institutions, who are legally authorised to take samples from goods delivered by the Company the Purchaser must ensure that the respective inspector leaves a sealed counter sample for each sample taken and issues a written confirmation regarding the sample taking.

Then the Purchaser is obligated to store the counter sample properly and ensure its longevity and to immediately inform the Company regarding the sample taking and to provide the Company with a copy of the sample taking certification. Damages arising by failing to inform the Company regarding the sample taking or the improper storage of the counter sample will be borne by the Purchaser.

9. Loaned Packaging/ Loading Aids

Reusable pallets, loaned packaging and boxes remain the property of the Company.

They are to be emptied as quickly as possible and returned to the Company in an orderly condition.

The Company reserves the right to require a deposit for packaging material. Insofar as the material is not returned, the Company is authorised to issue subsequent billing based on the pre-suppliers day value.

10. Retention of Title

All deliveries are subject to the retention of title. Title is transferred to the Purchaser only after he has paid the purchase price in full. This also applies, if the purchase price for specific goods, defined by the Purchaser, has been prepaid.

In the event of a running account the retained ownership is deemed as security of our balance claim.

If cheques were issued for payment, redemption is considered payment.

If goods under the retention of title are sold the Purchaser will assign the arising claims to the Company. The transferred claims are deemed security for the Company until the Purchaser has fulfilled all his obligations.

Interference by third parities in the retention of title are to be reported immediately to the Company. Intervention costs are to be carried by the Purchaser.

In the event of overdue payments on the part of the Purchaser the Company may retrieve the goods delivered under retention of title. The Purchaser hereby irrevocably waives the assertion of pleas or objections should the Company make use of such right.

The retention of title does not release the Purchaser of his liability for the loss or accidental deterioration of the goods once they have gone into his possession.

The retention of title goods is to be sufficiently insured by the Purchaser against fire, water, theft, etc.: All rights and claims of the Purchaser against insurance companies based on the insurance of the reserved goods shall be assigned / transferred to the Company by way of security upon conclusion of the contract until all claims under the business relations with the Purchaser have been satisfied.

11. Payment

Unless agreed otherwise the net amount invoiced, with no deductions, shall be due upon receipt of the invoice, however, not later than upon delivery of the goods.

Any deferment of the amount invoiced shall require the Company’s written confirmation.

In the event that the Purchaser fails to pay within a period of 7 (seven) days or the agreed upon due date after receipt of the invoice and/or delivery of the goods by the Company or a cheque or a bill of exchange for the account of the Purchaser is not honoured by the Purchaser’s credit institute the Company shall be entitled to charge the legal default interest of 8% p.a. above the relevant base interest rate and dunning charges as of the date of the arrears. The claim for further damages is not thereby excluded.

In the event the Purchaser fails to pay on the due date, the Company shall be entitled to refuse performance of all current transactions and refuse to conclude any new transactions. Instalment payments shall be set off exclusively in accordance with the legal provisions, even if that is in conflict with the Purchaser’s provision. The claim of a right of retention or to set-off with counter claims is excluded unless such calims are undisputed or legally established.

12. Data Protection

The Company points out that they electronically store the Purchaser’s data necessary for the course of business, such as name, address, order, etc., in a data processing system. The data shall be protected from misuse in accordance with the provisions of the Federal Data Protection Act. The Purchaser hereby agrees to the storage of this data.

13. Place of Jurisdiction and Applicable Law

The place of jurisdiction shall be the Company’s registered headquarters in Hamburg.

The laws of the Federal Republic of Germany shall be applicable.

14. Final Provisions

In the event that one or more of the provisions of these Terms and Conditions should be or become invalid this shall not affect the validity of the remaining provisions.

In this case, the Company and Purchaser are obligated to replace the invalid provisions with a provision that is legally possible and which comes closest to the void provision as possible.

15. Translation
In case of differences in the English and German version of these GTC, the German original version is leading and arbitrative.

Terms and Conditions – Suppliers

General Terms and Conditions for Suppliers and Service Providers
(Juli 2018)

1. Scope of Application

The following terms and conditions apply to all orders made by Organic Friends & Sports GmbH (“Company”) vis-à-vis third parties (“Supplier”) including those from future business transactions, even if these are not expressly agreed upon.

The General Terms and Conditions apply exclusively. Any conflicting or deviating conditions on the part of the Supplier shall not be recognized unless expressly agreed upon in writing.

The purchasing conditions also apply if the Company is aware or opposing or divergent conditions unconditionally accept the delivered goods or services.

2. Order Confirmation, Cancellation

All offers made by the Supplier are non-binding, if they are not confirmed in writing or via email by the Company. Oral or written (including emails) offers are binding for the Supplier for a minimum of 14 days. Placed orders are to be accepted by the Supplier in writing within three business days. Requests made by telephone for partial quantities of a total allotment agreed upon in writing is possible.

Errors in the order, especially clerical errors entitle the Company to subsequent modification, insofar as the error is obvious to the Supplier and the subsequent modification is reasonable. If the order with the subsequent modification cannot be executed by the Supplier, the Company is entitled to cancel the agreement without the Supplier being entitled to damages.

If the Supplier’s financial position should deteriorate to such an extent pursuant to conclusion of the contract and prior to performance of the contractual delivery and/or services thus calling into question the proper performance of the contract or justified doubt regarding the Supplier’s performance arise, the Company is entitled, without preannouncement, to cancel the contract. Damages against the Company due to or in connection with such a cancellation are excluded.

3. Offer Documents

The Company reserves the right of ownership and copyrights of images, recipes, calculations, plans and other technical and other business documents.

Said documents are to be returned to us, without request, on completion of the order. They are to be kept from third parties; in this regard provision of Paragraph 11 shall also apply.

  1. IFS Broker Standards
  • The following terms of the IFS Broker Standards (Version 7) apply to all orders made by the Company:
  1. All records shall be kept in accordance with legal requirements. Where customer requirements are in place, these shall be met, or if no such requirements exist, for a minimum of one year after the specified shelf life. For products which have no shelf life, the duration of record keeping shall be justified and this justification shall be documented. The supplier shall retain a sample for at least one year after the expiration of the best before date.
  2. The requirements which are defined between the contract partners shall be established, reviewed and agreed upon concerning their acceptability before a Supply Agreement is concluded. All clauses related to quality and product safety shall be communicated to and understood by each relevant department.
  3. Specific quality and safety requirements of customers shall be communicated to and understood by the Supplier of the Company.
  4. Where product packaging change is required by the customer or legislation, the company shall ensure the packaging of the product is controlled by the supplier and that product meets legislative and/or customer requirements. The use of correct packaging shall be regularly checked and checks shall be documented by the supplier. The Company shall ensure these checks are undertaken.
  5. The Supplier shall inform the Company of any event that requires changes with regard to goods to be delivered (ingredients, manufacturing, packaging, etc.) and guarantees that the required changes adhere to the corresponding German and EU regulations.

5. Prices, Terms of Payment

Prices are binding and rule out any subsequent demands on the part of the Supplier.

Costs for packaging and shipping to the point of destination are included in the price. The respectively valid VAT is to be added on.

6. Delivery Dates, Service Disruptions, Documents

Deliveries are to be free of charge, unless otherwise agreed upon in writing.

The transfer of risk occurs when the goods arrive at the point of destination.

With regard to service contracts, risk is transferred upon acceptance by the Company. Should the Company, subject to special contractual agreement, assume the shipping costs, risk is also transferred when the goods are unloaded at the point of destination.

The agreed upon delivery dates are binding and must be complied with.

The Supplier is obligated to specify the Company’s order number on all shipping papers. Otherwise, the Company will not be responsible for processing delays.

If the deadlines specified by the Supplier’s order confirmation differ from those specified in the order are only relevant, if the Company has confirmed these in writing. Timely delivery shall depend on timely receipt at the place of delivery stated on the order, for other services upon acceptance.
The Company is not obligated to accept non-agreed upon partial deliveries. The Company reserves the right to return such partial deliveries at Supplier’s cost and risk and/or extent the term of payment until the receipt of the complete order. The Company also has the right to return quantities that exceed the agreed upon delivery quantity. The costs arising from partial deliveries or excess quantities – especially costs for increased processing time and possible costs of interim storage – will be borne by the Supplier. Other statutory rights remain unaffected by this provision.
The supplier shall be obliged to notify the Company without delay if circumstances become apparent which indicate that the agreed deadlines cannot be adhered to. If the Company agrees to delayed delivery or service the delivery period shall be extended by the agreed upon dates. Force majeure only relieves the Supplier, if he has adhered to the disclosure obligation.
The Supplier shall be liable to the Company for any direct or indirect damages that arise from the delayed delivery or service, insofar as the Supplier and/or his subcontractors are responsible for the delay. Acceptance of the delayed delivery or services does not constitute a waiver of claims for damages.
In case of delay, the Company shall be entitled to claim a contractual penalty for the delay in an amount of 0.3 % of the order value for commenced business, not more, however, than 10% maximum of the order value, if the Supplier cannot prove lesser damages. If the contractual penalty can be claimed until the final invoice if the acceptance of delivery, service or supplementary performance are not rendered.

If the agreed upon delivery dates are not met due to a circumstance that is the Supplier’s responsibility, and if the underlying contract is a transaction where time of of the essence in accordance with Article 376 HGB, the Company may immediately assert that its interest in the further performance of contract has discontinued and request damages for non-performance.

In the case of unforeseeable and unavoidable events, such as natural disasters, riots, and other cases of Force Majeure, the agreed upon delivery and performance dates will be extended for the duration of the disruption, if the Supplier has informed the Company in writing within 24 hours of the commencement of such events. Should the Force Majeure last longer than one month after the expiration of the agreed upon delivery or performance date, the Company is entitled to cancel the agreement in part or in full. In the event of a partial cancellation, the Supplier is entitled to cancel the agreement if he is no longer interested in fulfilling the contract.

Deliveries must state the prescribed information. In the event of non-adherence the Company is entitled to reject acceptance of the delivery. This also applies to deliveries made to third parties on behalf of the Company. When delivering on pallets, it should be kept in mind that only perfect, exchangeable euro pallets (DB standard) are to be used. Should the Company receive damaged pallets, it shall be entitled to charge Supplier for the replacement costs. The Company must expressly authorise delivery on one-way or special pallets.

The Supplier is obligated to label his packaging material with the he uses with the be made in accordance with the markings required by German law, especially “Der Grüne Punkt” of the Duales System Deutschland GmbH, if nothing else has been agreed upon. The Supplier exempts the Company from possible third-party damages claims, especially of the Duales System Deutschland GmbH, arising from the culpable breach labelling obligations on the part of the Supplier.

The Supplier is responsible for the proper disposal of transport packing material and will occur at his cost. The obligation of the supplier to take back packaging is subject to the legal provisions.

The Company is only obligated to accept deliveries if they adhere to these agreed upon specifications or other guaranteed characteristics.

7. Payment

Payments shall be made within 30 days with a 3% discount or net within 45 days.

The payment terms starts with receipt of the invoice, yet not before receipt of the ordered goods.

Payment has been rendered on a timely basis by the Company when the amount has been debited to the Supplier’s bank account by the deadlines listed hereinabove.

Invoices must always include the order number issued to the Company, otherwise the payment term will not have commenced.

The Supplier is not entitled, without the Company’s prior written consent, to assign any claims from the contractual relationship to third parties.

The Company is entitled to offsetting and retention rights within statutory limits

8. Food Regulatory Due Diligence

The Supplier guarantees that the delivered goods, including the packaging adhere to the corresponding German and EU regulations and adhere to the respective generally accepted standards and that they have been manufactured and handled under impeccable conditions, as well as the required care and usage of the required hygiene and quality controls.

With regard to the delivery of technical material, which encompasses packaging material, it also guarantees that such material is state of the art, whereby consumer goods must adhere to the recommendations made by the Federal Institute of Risk Assessment.

Upon request, the Supplier will provide the Company control documentation regarding the adherence to these regulations.

After prior notification by the Company, the Supplier grants the Company the right to check Supplier’s adherence to the regulations during normal business hours, and to decline delivery if quality deficits have been determined.

The Supplier ensures the complete traceability of the goods so that, in justified cases, especially if the goods endanger life and limb, necessary measures can be undertaken. Supplier will also ensure that pre-suppliers also guarantee the traceability of their goods.

9. Claims for Defects

The Supplier must provide the deliveries/services owed free of material and legal defects.

The Supplier must comply with the prevailing safety and health regulations at the place of destination.

Liability restrictions and exclusions on the part of the Supplier will not be recognised.

In case of a defect, the Company shall have all and unlimited rights according to the applicable statutory law. The Company may choose the rectification of the defects or demand a substitute delivery. If, after an appropriate grace period, the replacement has not been delivered, the delivery has failed or the deadline was superfluous, then the Company may cancel the contract in accordance with statutory stipulation, as well as demand damages or a price reduction. Further contractual or legal claims shall remain unaffected.

Defect claims shall become time-barred 24 months after the delivery. The company shall have the right of recourse against pre-suppliers for warranty claims filed by consumers in accordance with §§ 478 Para. 2 and 479 of the German Civil Code (BGB).

10. Reprimand Duty

Obvious defects will be notified by the Company immediately, or within 14 days after delivery or acceptance of delivery or service. Defects that become apparent later (hidden defects) the reprimand period will commence upon detection of the defect.

If larger quantities of identical goods and/or the necessary destruction of the original packaging in order to examine the goods, the inspection obligation according to § 377 of the German Commercial Code (HGB) is fulfilled by the inspection of random samples, insofar as the random samples are suitable to provide information about the quality of the entire delivery.

Defects determined by random sample testing of part of identical goods entitled the Company reject the entire delivery, insofar as the result provides information about the quality of the entire delivery.

The timely dispatch of the defect notice shall suffice to preserve the Company’s rights.


11. Third Party Protective Rights

The Supplier shall ensure that the Company does not infringe on the protective rights of third parties through their usage and/or distribution of the goods, especially formulations.

The Supplier shall indemnify the Company against all claims arising from the infringement of a commercial protective right and will be responsible for the costs of safeguarding our rights, if such claims are based on culpable violation of duty by the Supplier.

The Company shall inform the Supplier immediately in the event of a claim.

Retention of Title

Where the Company provides the supplier with materials, title of the same remains with the Company. Processing and transformation by the Supplier are to be carried out for us. If the goods supplied under reservation of title are mixed during processing with other goods not belonging to us, then we shall acquire co-ownership of the new item created in the ratio of the value of the goods supplied under reservation of title (final invoice value including value-added tax) to the value of the other goods processed at the time of processing.

If the goods supplied under reservation are intermixed with items not belonging to the Company, then Paragraph 1 applies. If such intermixing is done so that the Supplier’s item is to be regarded as the primary item, the Supplier shall assign co-ownership tot he Company proportionally.

The Company also reserves title to tools provided to the Supplier. The Supplier is obligated to use the tools exclusively for processing the goods ordered by the Company.

12. Product Liability

Product liability not covered by a contract is governed by statutory stipulations.

The Supplier shall indemnify the Company against any and all claims arising out of product liability if such claims are due to a defect in the goods delivered by the Supplier.

As part of its liability for cases of damage within the meaning of Paragraph 1, the Supplier shall also reimburse any expenses in accordance with §§ 683, 670 BGB and §§ 830, 840, 426 of the German Civil Code (BGB) incurred by the Company. Where it is possible and reasonable to do so, we will notify the supplier of the content and scope of the recall campaigns or other field or service campaigns to be conducted, and will give the supplier the opportunity to comment thereon. This shall not affect any other statutory claims.

13. Non-disclosure, Data Protection

All documents and samples received by the Supplier from the Company are to be treated confidentially and may not make them available to third parties or used in another way without prior written permission.
The Company reserves the right to request the return of said documents at any time, if the Supplier violates such obligations or the contractual relationship has been liquidated.
The Supplier is obligated to keep all the operational data and information connected with its business dealings with the Company, and relating to their clients, confidential, this also encompasses all of the Supplier’s employees and subcontracts. Excluded here from is publicly available information.
The Company is entitled to store all the data made available to them by the Supplier in connection with contractual agreements, especially personalised data and to process such information for contractual purposes.

14. Place of Performance

The place of performance for deliveries and services shall be the respective place specified by the Company; for payments it shall be the Company headquarters.

15. Place of Jurisdiction and Applicable Law

The place of jurisdiction shall be the Company’s registered headquarters in Hamburg.

The laws of the Federal Republic of Germany shall be applicable.

16. Final Provisions

In the event that one or more of the provisions of these Terms and Conditions should be or become invalid this shall not affect the validity of the remaining provisions.

In this case, the Company and Purchaser are obligated to replace the invalid provisions with a provision that is legally possible and which comes closest to the void provision as possible.

17. Translation

In case of differences in the English and German version of these GTC, the German original version is leading and arbitrative.