General Purchasing Conditions

1. Validity

1.1 These General Purchasing conditions apply for all deliveries and services to HELERO Einkaufsgesellschaft mit beschränkter Haftung, Trier (referred to in the following as "we" or "the company") for its associated companies. They are a part of all contracts that we conclude with suppliers for our associated companies for the deliveries and services offered by the suppliers. They also apply to all future deliveries, services and offers even if not separately agreed.

1.2 The Business Terms and Conditions of our suppliers shall not apply even if we do not specifically state this in individual cases. Even if we refer to a document containing of referring to such Terms and Conditions, this shall not constitute agreement with the validity of said Terms and Conditions.

1.3 Additions and amendments to these General Purchasing Conditions by any of our staff, with the exception of managing directors or authorised signatories, must be confirmed by us in text from in order to be valid.

2. Orders and deliveries

2.1 Unless our orders contain a specific binding period, we shall be bound to them for two weeks from the date of the order.

2.2 Agreed deadlines for deliveries and service are binding. The supplier is to inform us directly in text form in the event of the occurrence or likelihood of any circumstances that will make it impossible to observe the delivery date. If we agree in text form to the set time being exceeded, there shall not be a default.

2.3 If a time is defined by calendar for the delivery or service, or can be defined on the basis of the order, then the supplier shall be considered in default at the end of that day without the need for us to issue a reminder. With regard to set dates, the default shall arise as soon as the last agreed day for delivery is exceeded.

2.4 In the event of a delay in delivery, we shall be entitled to any and all legal claims, including that of withdrawal and compensation, instead of the service after the unsuccessful expiry of a reasonable deadline.

2.5 We may impose a penalty of 0.5% and maximum 5% of the respective order value on the supplier in the event of a delivery delay after prior warning in text form for each commenced week. The penalty is to be offset against any damages due by delay by the supplier.

2.6 Even if shipment is agreed, the risk does not pass to us until the goods are at the agreed destination. The costs for transportation including packaging, insurance and any additional costs will all be borne by the supplier.

2.7 The supplier is obliged to provide all deliveries in the quality and composition stipulated in the accepted sample provided by him and checked by us.

2.8 The supplier is not to make partial deliveries without our prior agreement in text form.

3. Warranty

3.1 In the event of any defects, we are entitled to full statutory claims. However, in this case the warranty period shall be 36 months.

3.2 Variations in quality and quantity and obvious defects shall be considered as reported promptly if we inform the supplier of them within 5 working days of delivery of the goods. Concealed defects shall be considered as reported in time if the supplier is informed of them within 14 days of their discovery.

3.3 We shall still assert any claims under warranty even in the event of acceptance and approval of submitted samples and prototypes.

3.4 The seller guarantees that the goods he supplies comply with all the valid legal German and EU definitions with regard to contents, packaging and declarations. In particular, he shall observe the requirements of German food legislation and of the labelling regulation.

3.5 The seller is to carefully appoint and supervise his staff to ensure that the possibility of any misrepresentation of his goods, whether intended or not, and in particular of the sale of misrepresented or erroneously labelled goods is ruled out.

3.6 Receipt of our written notification of defects by the supplier will suspend the limitation period of any claims under warranty.

4. Ownership structures and data privacy

4.1 The supplier's ownership structures shall only apply insofar as they relate to our payment obligation for those products over which the supplier reserves ownership. No extended rights of retention shall be accepted.

4.2 We are entitled to process any personal details relevant to the business association in accordance with the Federal Data Protection Act.

5. Prices and payment

5.1 The price stated in the order is binding.

5.2 Unless otherwise agreed, we shall pay the purchase price within 14 days of the delivery and receipt of the invoice with 3% discount, or net within 30 days. Payment will be considered as having been made on time when our bank receives our transfer order for the amount we owe.

5.3 We are entitled to offset against the supplier's claim provided the amount of this offset is undisputed or legally binding. In the event of defective deliveries, we are entitled to delay payment at least until an official and impartial test result is available with no loss of discounts or other payment reductions.

5.4 The place of fulfilment for payments is Trier.

6. Final provisions

6.1 The sole place of jurisdiction for any disputes arising from the contractual relationship is Trier. However, we are also free to take action against the supplier or lessor at his place of general jurisdiction.

6.2 The contracts concluded between us and the supplier or lessor are subject to the law of the Federal Republic of Germany under exclusion of the agreement on the international sale of goods (UN Convention on Contracts).