GENERAL TERMS AND CONDITIONS OF PURCHASE
ACT Nuts & Natural Food GmbH
valid from 1 July 2024
1. Scope of application
1.1.
All deliveries, services and offers from our suppliers are made exclusively on the basis of these General Terms and Conditions of Purchase. These terms are integral to all contracts we sign with our suppliers for the goods or services that are offered by them. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed upon again.
1.2.
Supplier or third-party terms and conditions do not apply, even if we do not separately object to their applicability in each instance. Even if we refer to a written document which contains or makes reference to any such supplier or third-party terms and conditions, this may not be construed as indicating any acceptance of those terms and conditions.
2. Orders, offers and commissions
2.1.
Our offers are subject to change and non-binding unless we have expressly designated them as binding for a certain period.
2.2.
A delivery contract is only concluded when we confirm the supplier’s offer in writing or accept the delivery without reservation.
2.3.
We are entitled to terminate the contract at any time by a written declaration stating the reason for doing so, if we can no longer use the products ordered in our business operations due to circumstances that occurred after the contract was concluded. In this case, we shall reimburse the supplier for the partial service they have provided.
3. Prices, payment terms, invoice information
3.1.
The price shown in the order confirmation is binding.
3.2.
In the absence of any deviating written agreement, the price includes delivery and transport to the shipping address specified in the contract, including packaging and transport and liability insurance.
3.3.
If the price that is agreed upon does not include the packaging and the remuneration for packaging – not for packaging that is only made available on loan – is not determined explicitly, this shall be charged at the demonstrable cost price. At our request, the supplier must take back the packaging at their own expense.
3.4.
Unless otherwise agreed, we will pay the purchase price within 14 days of delivery and receipt of the invoice with a 2% discount or within 30 days net. For the timeliness of payments owed by us, the date on which our bank receives our payment transfer order is sufficient.
3.5.
Our order numbers, the delivery amounts and the delivery address must be indicated on all order confirmations, delivery documents and invoices. If any of this information is missing and this causes a delay in our processing in connection with our normal transaction of business, the payment deadlines set forth in paragraph 4 are extended by the period of the delay.
4. Delivery time and delivery, transfer of risk, retention of title
4.1.
The delivery time (delivery date or deadline) indicated by us in the order or otherwise under these General Terms and Conditions of Purchase is binding. Earlier deliveries will not be accepted.
4.2.
The supplier shall give us prompt written notice if circumstances arise or become evident that may prevent the delivery time from being adhered to. They shall inform us immediately of the new expected delivery time.
4.3.
If the date, on which the delivery must occur at latest, is stipulated in the contract, the supplier is in default at the close of business on that day without any further notice by us being required for this purpose.
4.4.
In the event of a delay in delivery, we are fully entitled to legal claims, including the right to withdraw from the contract and to claim damages instead of performance after a reasonable grace period has expired without result.
4.5.
In the event of delays in delivery, we are entitled, after prior written warning to the supplier, to demand a contractual penalty of 1%, maximum 5%, of the respective order value for each week of delay in delivery commenced. The contractual penalty must be offset against any further damages for default payable by the supplier.
4.6.
Partial deliveries/services shall only be accepted by us with prior written approval.
4.7.
The supplier must pack, label and ship dangerous products in accordance with the relevant statutory provisions.
4.8.
The risk, even if such partial deliveries are agreed to, only passes to us when the goods are handed over to us at the agreed place of destination.
4.9.
Retention of title by the supplier is valid only where it relates to our payment obligation for the respective products to which the supplier retains title. All forms of expanded or extended retention of title are not permitted.
5. Warranty claims
5.1.
In the case of defects, we are entitled to unlimited legal claims. In deviation from this, however, the warranty period is 36 months.
5.2.
In particular, the vendor is liable for ensuring that the goods have the contractually agreed quality upon transfer of risk.
5.3.
Our duty of inspection within the scope of the statutory requirements is limited to an incoming goods inspection with an external assessment, including the delivery papers. In addition, it depends on the extent to which an investigation is feasible, taking into account the normal course of business. Our obligation to report defects that are subsequently discovered remains unaffected. In all cases, it is sufficient to examine the goods and submit a complaint (notification of defects) within a reasonable period.
5.4.
If there is a material or legal defect, we are entitled to demand that the supplier either rectify the defect (subsequent improvement) or deliver a defect-free item (replacement delivery). In this case, the supplier shall bear all the costs required for the corrective action or replacement of the defective item. If the supplier does not meet their obligation to supplementary performance, at our discretion within a reasonable period set by us we can remedy the defect ourselves and demand reimbursement of the expenses required from the supplier. If the subsequent performance by the supplier has failed or is unreasonable for us (in particular because of particular urgency or the threat of disproportionate damage), no deadline is required. The supplier must be informed immediately, if possible in advance.
5.5.
We do not waive warranty claims by accepting or approving samples or specimens submitted.
6. Product liability, intellectual property rights
6.1.
The supplier is responsible for all claims asserted by third parties for personal injury or property damage that can be traced back to a defective product delivered by them. They shall release us from the liability resulting from this. If we are required to issue a recall of the item to third parties due to a defect in a product delivered by the supplier, the supplier shall bear all costs associated with the recall.
6.2.
The supplier shall take out product liability insurance with coverage of at least EUR 10 million at their own expense. The supplier shall send us a copy of the liability policy at any time upon request.
6.3.
The supplier guarantees that the products delivered by them do not have any third-party intellectual property rights (e.g. patents, patent applications, utility models, designs, trademarks and copyrights) in countries of the European Union or other countries, in which they manufacture the products or has them manufactured, as well as that they do not violate any legal or contractual provisions for the protection of business and trade secrets of third parties.
6.4.
The supplier shall exempt us from all claims that third parties may raise against us due to a violation in accordance with paragraph 3 above and reimburse us for all necessary expenses in connection with this claim. This claim shall not apply if the supplier furnishes proof that they are neither responsible for the legal infringement nor that they could reasonably have had knowledge when exercising due diligence at the time of delivery.
7. Confidentiality
7.1.
The supplier shall keep the conditions of the order in confidence, as well as all information and documentation provided for this purpose (with the exception of publicly available information) for a period of two years from the conclusion of the contract and to use same only for the execution of the order. After completing inquiries or processing the orders, the supplier must promptly return this to us upon request.
7.2.
The supplier may not refer to the business relationship in advertising material, brochures, etc. without our prior written consent.
8. Assignment
The supplier is not entitled to assign their claims from the contractual relationship to third parties. The above does not apply in the case of monetary claims.
9. Place of performance, place of jurisdiction, applicable law
9.1.
The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Hamburg. Statutory provisions that have precedence, in particular regarding exclusive responsibilities, remain unaffected.
9.2.
Contracts concluded between us and the supplier are subject to the law of the Federal Republic of Germany, under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).