Terms and Conditions – Customers
General Terms and Conditions of Sale and Delivery for Purchasers
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.
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.
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.
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
1. scope of application
These terms and conditions of order apply to all orders placed by Organic Friends & Sports GmbH (hereinafter referred to as the Company) with third parties (hereinafter referred to as the Supplier), including those arising from future business transactions, even if they are not expressly agreed again.
They shall apply exclusively. Deviating terms and conditions or counter-confirmations of the Supplier shall not be recognised unless the Company expressly agrees to them in writing.
The terms and conditions of purchase shall also apply if the Company accepts goods or services without reservation in the knowledge of conflicting or deviating terms and conditions of the suppliers.
2. order confirmations, withdrawal
All offers made by the Supplier shall not be binding on the Company unless confirmed by the Company in writing or by email. Offers made orally or in writing (including e-mails) shall be binding on the Supplier for at least 14 days from the date of submission. Orders placed must be accepted in writing by the Supplier within three working days. Call-off by telephone of partial quantities from a total quota previously agreed in writing is possible.
Errors in the order, in particular typing errors, shall entitle the Company to make subsequent changes, provided that the error is obvious to the Seller and the subsequent change is reasonable. Should the order with the subsequent change not be executable for the Supplier, the Company shall be entitled to withdraw from the contract without the Supplier being able to derive any claims for damages from this.
If the financial situation of the Supplier deteriorates after conclusion of the contract and before performance of the contractual delivery and/or service in such a way that proper performance of the contract is in doubt or justified doubts about the Supplier’s ability to perform arise, the Company shall be entitled to withdraw from the contract without prior notice. Claims for compensation against the Company based on or in connection with such a withdrawal are excluded.
3. tender documents
The Company reserves the property rights and copyrights to illustrations, recipes, calculations, plans and other technical and commercial documents.
After completion of the order, they are to be returned without being asked. They must be kept secret from third parties. Reference is also made to section 11 of these General Terms and Conditions.
4. IFS broker standard
The Supplier and the Company shall apply the IFS Broker Terms and Conditions (Version 7), which are as follows:
Product records are kept in accordance with legal requirements. If there are customer requirements, these are complied with; if there are none, a retention period of at least one year after the expiry date applies. For products that do not have expiry dates, the archiving period for records is appropriately defined and its justification is documented. The supplier undertakes to keep a sample of the goods supplied for at least one year after the expiry date.
The requirements defined between the contractual partners are specified, reviewed and the contractual partners have agreed on these before a supply agreement is made. All provisions regarding product quality and safety have been communicated to and understood by the relevant business units.
Specific quality and safety requirements of the Company’s customers shall be communicated to and understood by the Supplier.
If a customer of the Company requests a change in packaging, the Company must ensure that the Supplier controls the packaging and that the product complies with legal and/or customer requirements. The Supplier shall regularly check that the correct packaging is used and keep records of this. The Company shall ensure that these checks are carried out.
The Supplier must inform the company immediately if there are any changes to his product, e.g. the packaging, ingredients, etc. He must ensure that the required changes comply with German and EU law. He ensures that the required changes comply with German and EU law.
5. Prices, terms of payment
Prices are fixed prices and exclude subsequent claims by the supplier.
Costs for packaging and transport to the place of destination are included in the prices. The respectively valid value added tax is to be added.
6. Delivery dates, partial performance, disruptions to performance, documents
Unless otherwise agreed in writing, deliveries shall be made free domicile.
Transfer of risk shall in principle only take place from the time of arrival of the goods at the place of destination. In the case of contracts for work and services, the risk shall pass to the Company upon acceptance. Should the Company, subject to special contractual agreement, bear the costs of transport, the transfer of risk shall also only take place after unloading at the place of receipt.
The agreed delivery dates are binding and must be complied with.
The Supplier is obliged to state the Company’s order number exactly on all shipping documents and delivery papers. Otherwise, the Company shall not be responsible for delays in processing.
Delivery periods are calculated from the order date. Delivery dates in the Supplier’s order confirmation which deviate from the order shall only be authoritative if the Company has expressly agreed to them in writing. The timeliness of deliveries shall be determined by their receipt at the place of receipt specified in the order, and in the case of other services by their acceptance.
The Company is not obliged to accept partial deliveries which have not been agreed. The Company shall be entitled to return such partial deliveries to the Supplier at the Supplier’s expense and risk and/or to extend the term of payment accordingly until receipt of the complete delivery. In the event of quantity overruns, the Company shall be equally entitled to return the part exceeding the agreed delivery quantity. The costs incurred by the Company as a result of a non-agreed partial delivery or excess quantity – such as, in particular, costs for increased processing effort and any costs of interim storage – shall be borne by the Supplier. Statutory rights of default shall remain unaffected by this provision.
The Supplier shall inform the Company without delay if it becomes aware of circumstances which give rise to fears of a delay in delivery. If the Company declares its agreement to the missed deadline, the occurrence of the delay shall be determined by the newly agreed deadlines. Force majeure shall only exonerate the Supplier if the obligation to notify is complied with.
The Supplier shall be obliged to compensate the Company for all direct and indirect damages incurred by the Company as a result of the delayed delivery or service, insofar as the Supplier and/or its vicarious agents are responsible for the delay. Acceptance of the delayed delivery or service does not constitute a waiver of claims for compensation, the assertion of which is reserved at a later date.
If the delivery/performance date is exceeded for reasons for which the Supplier is responsible, the Company shall be entitled to demand a contractual penalty of 0.3 % for each working day or part thereof of the delay, but not more than a lump sum of 10 % of the order value, unless the Supplier proves to the Company that a lesser loss has been incurred. If the reservation of the contractual penalty is omitted upon acceptance of delivery, service or subsequent performance, the contractual penalty may nevertheless be asserted until the final invoice.
If the agreed delivery dates are not met due to a circumstance for which the Supplier is responsible, the Company shall be entitled in the case of a transaction for delivery by a fixed date within the meaning of Section 376 of the German Commercial Code (HGB) to withdraw from the contract immediately and, if such a transaction does not exist, after expiry of a grace period reasonably set by the Company taking into account the circumstances of the individual case and to claim damages for non-performance instead of performance.
In the event of unforeseeable and unavoidable damaging events, such as natural disasters, industrial disputes or civil unrest and other cases of force majeure for which the Supplier is not responsible, agreed delivery and performance periods or dates shall be extended by the duration of the circumstances and events preventing performance, provided that the Supplier has informed the Company in writing within 24 hours of the occurrence of a case of force majeure and its expected duration. If the case of force majeure lasts longer than one month after the expiry of the agreed delivery or performance date, the Company shall be entitled to withdraw from the contract in whole or in part. In the event of a partial withdrawal by the Company, the Supplier shall be entitled to withdraw from the contract if it has no interest in the remaining delivery and/or service.
Deliveries shall be made with the prescribed information and labelling. In the event of non-compliance, the Company shall be entitled to refuse acceptance of the delivery. This shall also apply to deliveries to a third party designated by the Company as the recipient. In the case of delivery on pallets, care must be taken to ensure that only faultless, exchangeable Euro pallets (DB standard) are used. Should the Company discover damaged pallets during processing of the delivered goods, the Company shall be entitled to charge these at replacement value. Deliveries on one-way or special pallets must be expressly approved by the Company.
The Supplier shall be obliged to provide the sales packaging delivered by it at its own expense with the markings prescribed by law in Germany, in particular the “Der Grüne Punkt” mark of Duales System Deutschland GmbH, unless otherwise agreed in individual cases. The Supplier shall indemnify the Company against possible claims for damages by third parties, in particular Duales System Deutschland GmbH, which are asserted against it due to the culpable breach of the Supplier’s labelling obligations, upon first request.
The proper disposal of transport packaging material is the responsibility of the supplier and shall be at his expense. In all other respects, the obligation to take back packaging material shall be governed by the relevant statutory provisions.
The Company is only obliged to accept deliveries if they have the agreed specification features or other guaranteed features.
Payments shall be made within 30 days less 3% discount or within 45 days strictly net. The payment period shall commence at the earliest upon receipt of the invoice, but not before receipt of the ordered goods. Payments shall be deemed to have been made by the Company in due time if they have been transferred by the Company to the Supplier’s account by the end of the respective period specified in paragraphs (1) and (2). Invoices shall always bear the order number assigned by the Company when the order was placed, otherwise the payment period shall not commence. The Company shall not be liable for interest on arrears.
The Supplier is not entitled to assign claims arising from the contractual relationship without the prior written consent of the Company. The Company shall be entitled to rights of set-off and retention to the extent provided by law.
8. food law requirements
The supplier guarantees that the goods delivered by him, including their packaging, comply with the respectively applicable German and EU legal regulations and the respective market perception and that they have been manufactured or handled under faultless conditions as well as with the necessary care and by applying the required hygiene and quality controls.
Insofar as deliveries of technical material are concerned, which also includes packaging material, it is further guaranteed that this corresponds to the state of the art, whereby commodities must in particular comply with the recommendations of the Federal Institute for Risk Assessment (BfR).
Upon request, the Supplier shall provide the Company with evidence of its checks on compliance with these regulations.
The Supplier grants the Company the right, after prior notification during normal business hours, to check compliance with the foodstuffs regulations in its business and to refuse acceptance of deliveries if quality defects are identified in the process.
The supplier shall ensure the traceability of delivered goods back to their origin so that necessary measures can be taken in justified cases, in particular in the event of danger to life and limb emanating from the goods. When selecting its sub-suppliers, the supplier shall also ensure that the traceability of the goods is guaranteed.
9. Transfer of risk, claims for defects
The risk of accidental loss and accidental deterioration of the item shall pass to the Company upon handover at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance. The handover or acceptance is the same if the Company is in default of acceptance.
The statutory provisions shall apply to the occurrence of default in acceptance. However, the Supplier must also expressly offer its performance if a specific or determinable calendar time has been agreed for an action or cooperation of the Company (e.g. provision of materials). If the Company is in default of acceptance, the Supplier may demand compensation for its additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract concerns a non-representable item to be manufactured by the Supplier (individual production), the Supplier shall only be entitled to further rights if the Company is obliged to cooperate and is responsible for the failure to cooperate.
In the case of delivery on pallets, care must be taken to ensure that only flawless, exchangeable Euro pallets (DB standard) are used. Should the Company discover damaged pallets on handover of the delivered goods, the Company shall be entitled to charge these at replacement value. Deliveries on one-way or special pallets must be expressly agreed by the Distributor.
The Supplier owes deliveries free of material defects and defects of title. The supplier shall comply with the safety and hygiene regulations applicable at the place of destination.
Limitations or exclusions of liability by the Supplier are not recognised. In the event of a defect, the Company shall be entitled to the statutory rights in respect of defects. It may, at its option, demand rectification of the defect or delivery of a defect-free item. If the Supplier fails to remedy the defect within a reasonable period of grace set by the Company or if the setting of a period of grace was superfluous, the Company may withdraw from the contract in accordance with the statutory provisions and demand damages in lieu of performance as well as compensation for futile expenses or a reduction in the purchase price. Further legal and/or contractual claims remain unaffected.
Claims for defects shall become statute-barred 24 months after the date of delivery. Recourse claims of the Company against suppliers as a result of the assertion of warranty claims by consumers against the Company shall be governed by §§ 478 para. 2 and 479 BGB.
10. Obligation to examine and give notice of defects
The Company’s duty to inspect shall be limited to defects which become apparent during the incoming goods inspection under external examination including the delivery documents (e.g. transport damage, wrong and short delivery) or which are recognisable during the quality control in the random sampling procedure. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. The obligation to give notice of defects discovered later remains unaffected. Notwithstanding the duty to examine, the complaint (notice of defect) shall be deemed to have been made without delay and in good time if it is sent within 14 working days of discovery or, in the case of obvious defects, of delivery.
The Supplier shall bear the expenses necessary for the purpose of inspection and subsequent performance even if it turns out that there was actually no defect. The Company’s liability for damages in the event of an unjustified request to remedy a defect shall remain unaffected; in this respect, however, the Company shall only be liable if it recognised or was grossly negligent in failing to recognise that there was no defect.
In case of delivery of larger quantities of identical goods and/or necessary destruction of the original packaging for the examination of the goods, the duty of examination according to § 377 HGB (German Commercial Code) shall be deemed to be fulfilled by the examination of random samples, provided that the random samples are suitable to provide information about the condition of the entire delivered goods.
Defects detected in part of the delivery of identical goods as a result of random sample inspections shall entitle the Company to complain about the entire delivery if the results provide information about the quality of the entire delivered goods.
The timely dispatch of the notice of defects shall be sufficient to preserve the rights.
Without prejudice to the Company’s statutory rights, the following shall apply: If the Supplier fails to fulfil its obligation of subsequent performance – at the Company’s discretion by remedying the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery) – within a reasonable period of time set by the Company, the Company may remedy the defect itself and demand reimbursement of the expenses required for this from the Supplier or a corresponding advance payment. If subsequent performance by the Supplier has failed or is unreasonable for the Company (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionate damage), no deadline need be set; the Company shall inform the Supplier of such circumstances without delay, if possible in advance.
11. property rights of third parties
The Supplier shall ensure that the Company does not infringe the industrial property rights of third parties, in particular recipes, by using or selling the goods in accordance with the contract.
He shall indemnify the Company against all claims made against it for infringement of an industrial property right and shall bear the costs of protecting the rights if the claims are based on a culpable breach of duty by him.
The Company shall inform the Supplier immediately in the event of a claim.
12. retention of title
If the Company provides parts to the Supplier, it shall retain title thereto. Processing and transformation by the Supplier shall be carried out for the Company. If the Company’s goods subject to retention of title are processed with other items not belonging to it, it shall acquire co-ownership of the item in the ratio of the value of its item (purchase price plus VAT) to the other processed items at the time of processing.
If the reserved property is inseparably mixed with an item not belonging to the Company, paragraph 1 shall apply accordingly. If the mixing takes place in such a way that the Supplier’s item is to be regarded as the main item, it is deemed to be agreed that the Supplier transfers co-ownership to the Company on a pro rata basis.
The Company shall also retain ownership of the tools provided. The Supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by the Company.
13. product liability
The non-contractual product liability of the Supplier shall be governed by the statutory provisions.
The Supplier shall indemnify the Company against all claims arising from product liability if these are attributable to a defect in the goods supplied by it, the cause of which lies within its sphere of control or organisation and it is itself liable in relation to third parties.
Within the scope of its liability for cases of damage within the meaning of paragraph 1, the Supplier shall be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB and §§ 830, 840, 426 BGB incurred by the Company in connection with recall actions to be carried out. The Company shall inform the Supplier – as far as possible and reasonable – about the content and scope of recall measures to be carried out and give him the opportunity to comment. Other legal claims shall remain unaffected.
14. Confidentiality, data protection
Documents and samples made available to the Supplier by the Company shall be treated confidentially and may not be made available to third parties or otherwise used without prior written consent.
The Company reserves the right to demand the return of these documents at any time if the Supplier breaches such obligations or ongoing contracts have been settled.
The Supplier is obliged to maintain secrecy about all operational data and information of which it becomes aware in connection with the business relationship with the Company, also about its customers, and to oblige its employees and other vicarious agents accordingly. Excluded from this is data that is generally accessible to the public.
The Company is entitled to store all data provided to it by the Supplier in connection with the conclusion of contracts, in particular also personal data, and to process them for the contractual purposes in compliance with the statutory provisions (DSGVO, TMG).
15. Place of performance
The place of performance for deliveries and services shall be the place of receipt prescribed by the Company in each case, and for all payments the registered office of the Company.
16. statute of limitations
The mutual claims of the parties shall become statute-barred in accordance with the statutory provisions, unless otherwise stipulated below.
Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period shall begin with acceptance. The 3-year limitation period shall apply accordingly to claims arising from defects of title, whereby the statutory limitation period for claims in rem of third parties for surrender of property (§ 438 para. 1 no. 1 BGB) shall remain unaffected; claims arising from defects of title shall furthermore in no case be time-barred as long as the third party can still assert the right – in particular in the absence of a limitation period – against the Company.
The limitation periods of the law on sales including the above extension shall apply – to the extent provided by law – to all contractual claims for defects. Insofar as the Company is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.
17. Place of jurisdiction, applicable law
The place of jurisdiction shall be the registered office of the company, Hamburg.
The statutory provisions of the Federal Republic of Germany shall apply exclusively.
18. final provisions
Should individual provisions of these General Terms and Conditions of Purchase be or become invalid or contain a loophole, the remaining clauses shall remain unaffected.
The invalid provision shall be replaced by a permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills the gap.