Terms and conditions of purchase

1. Validity

1.1 Our Terms and Conditions of Purchase apply exclusively to all deliveries, services and offers of our suppliers; we do not recognize an order confirmation of the supplier with terms and conditions other than these, even if we do not expressly object to the order confirmation after receipt.

1.2 Our terms and conditions shall also apply to future transactions with the supplier.

2. Offers, order, confirmation, written form

2.1 Offers are to be submitted to us bindingly and free of charge. The supplier must treat them confidentially. The supplier shall be bound by its offer for a period of 12 weeks from receipt of the offer by us. If we do not respond to a supplier’s offer, this shall not be deemed to be consent or acceptance of the offer.

2.2 Our orders shall only be effective if they are made in writing or confirmed in writing (email or fax shall suffice). The supplier undertakes to confirm the order within one week. Deviations from our order on the part of the supplier require our consent.

3. Prices, payment

3.1 The prices stated in the order are binding fixed prices and include all ancillary costs. Price increases after conclusion of the contract shall not be effective. If prices are not stated in the order, the supplier undertakes to inform us of the prices immediately; in this case, the prices and our order shall only become binding upon our written confirmation (email or fax shall suffice). 3.2 Payment shall be made after the service has been rendered in full and after receipt of the invoice. The supplier must state all order data in the invoice and send the invoice by post or, after prior agreement, by email in compliance with tax law requirements.

3.3 Subject to a special agreement, payment shall be made within 14 days with a 3% discount, within 30 days net. Payments shall be made by bank transfer to the Supplier’s bank account. The day on which we instruct our bank to transfer the invoice amount shall be decisive for timely payment.

3.4 The price shall be in euros unless another currency is agreed in writing.

4. delivery deadlines

The delivery dates stated by us are binding. We are not obliged to accept delivery before expiry of the deadline or before the delivery date. The supplier must inform us immediately if delivery is not made on time. We are entitled to withdraw from the contract after setting a reasonable grace period, even if the supplier is not responsible for the delay. Further claims due to delay remain unaffected.

5. force majeure

Force majeure, labor disputes, operational disruptions for which we are not responsible, unrest, official measures and other unavoidable events entitle us to withdraw from the contract in whole or in part after setting a reasonable grace period.

6. Shipping conditions, transfer of risk – documents

6.1 Unless otherwise agreed in writing, delivery shall be made free place of destination.

6.2 Even if sale by dispatch has been agreed, the risk shall only pass to us when the goods are handed over to us at the agreed destination.

6.3 The supplier is obliged to state our order number on all shipping documents and delivery bills. For each delivery, a specified dispatch note stating our order number, our order date, the production plant, the delivery address, the contents, the type of packaging, the package number and the weight must be sent to us in advance upon request.

6.4 The supplier is obliged to collect packaging material and transportation aids from us at his own expense at our request.

6.5 Unless otherwise agreed, the delivery must be made to the goods receiving department of the plant designated by us. If the shipment is made without a delivery bill or to the wrong address, we shall be entitled to refuse acceptance.

6.6 Goods acceptance times

Buxheim and Memmingen plants

Paper: Monday – Thursday 6.00 a.m. – 4.00 p.m.

Friday 6.00 a.m. – 2.00 p.m.

Other: Monday – Thursday 7.30 a.m. – 12.00 p.m. and 1.00 p.m. – 3.30 p.m.

Friday 7.30 a.m. – 12.00 p.m.

Haiterbach plant

Paper: Monday – Thursday 7.00 a.m. – 3.30 p.m.

Friday 7.00 a.m. – 12.00 p.m.

Other: Monday – Thursday 7.30 am – 12.00 pm and 1.00 pm – 3.00 pm

Friday 7.30 a.m. – 12.00 p.m.

Amendingen plant

Monday – Thursday 8.00 a.m. – 12.00 p.m. and 1.00 p.m. – 4.00 p.m.

Friday 7.00 a.m. – 12.00 p.m.

Deviations from these times must be agreed with us and approved.

7. delivery quantities; partial performance

The delivery quantities specified by us are binding. Excess, short and partial deliveries can be rejected by us. In the event of partial deliveries, we shall also be entitled to retain the part delivered and to withdraw from the contract in all other respects.

8. quality assurance

If a quality assurance agreement has been concluded between us and the supplier, this shall be binding without restriction. This may only be deviated from if we have confirmed this in writing prior to delivery. The supplier also guarantees that it maintains, implements and documents a quality assurance system that is suitable in type and scope and corresponds to the latest state of the art in science and technology. We are entitled to inspect this at any time.

9. contract processing

If the supplier works for us as a contract processor, he must carry out an incoming goods inspection of the goods delivered to him for contract processing and inform us of any defects in the goods before the start of contract processing and agree the further procedure with us.

10. Passing on the order

The supplier is not authorized to have the order or parts of the order carried out by third parties without our prior written consent. If we grant this consent, the supplier shall nevertheless remain responsible for its contractual obligations and shall be liable for the third party as for its own actions.

11. Warranty

11.1 The Supplier warrants that the goods have the agreed quality and comply with the national and European statutory and regulatory provisions applicable to their distribution and use (including, but not limited to, food and commodities law), the latest state of the art and the specifications provided by us, the agreed quality and the information in the order and the declaration of conformity and that the goods are suitable for the agreed use or the intended use resulting from the nature of the goods and do not contain any prohibited or unevaluated substances. With regard to packaging goods for food and/or toys, the supplier guarantees that the goods are suitable for contact with food and/or toys and that such contact has no negative effects on the food and/or toys. If the delivered goods/services are recognizably intended by us or our customers for use in countries outside the European Union, the supplier shall also assume the guarantees in accordance with this clause 11 for such countries that were recognizable to him as a customer under the contract.

The supplier also guarantees that the goods are properly labeled and that he complies with all technical regulations (in particular DIN and VDE regulations) as well as accident prevention, fire protection and similar regulations in the manufacture of the goods. The goods must be free of third-party rights and must not infringe industrial property rights.

11.2 We shall be entitled to the full statutory warranty rights.However, the limitation period shall be 36 months, calculated from delivery of the goods.If the goods are procured for resale or for use in the manufacture of products, the period shall commence at the time at which the warranty period for the product equipped with the delivered goods commences, but no later than 6 months after delivery of the goods to us.

12. Retention of title

The supplier shall not retain title to the goods. The supplier also guarantees that the delivered goods are free of third-party property rights.

13. Notification of defects

We are obliged to inspect the goods for any deviations in quality or quantity within a reasonable period of time.A complaint shall be deemed to have been made in good time if it is received by the supplier within 12 working days of delivery of the goods or, in the case of hidden defects, within 8 working days of discovery.
Acceptance or approval of samples or specimens submitted shall not constitute a waiver of warranty claims. We shall be entitled to the statutory warranty claims in full; in any case, we shall be entitled to demand that the supplier, at our discretion, rectify the defect or deliver a new item. We expressly reserve the right to claim damages, in particular damages in lieu of performance. We are entitled to remedy the defect ourselves at the supplier’s expense if there is imminent danger or particular urgency. Upon receipt of our written notification of defects by the supplier, the limitation period for warranty claims shall be suspended until the supplier rejects our claims or declares the defect remedied or otherwise refuses to continue negotiations on our claims. In the event of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall begin anew, unless we had to assume from the supplier’s conduct that he did not consider himself obliged to take the measure, but only carried out the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.

14. REACH, hazardous substances

14.1 The Supplier guarantees and warrants that its performance/the goods delivered by it comply with Regulation (EC) No. 1907/2006 (REACH Regulation) as amended from time to time. He shall provide us with safety data sheets in accordance with the provisions of the REACH Regulation with the corresponding intended use or the necessary information.

14.2 The supplier shall inform us immediately and in a qualified manner of all changes to the goods and the ingredients and provide us with a data sheet.

14.3 For materials and objects which may pose a risk to people, the environment or property and which therefore require special treatment with regard to packaging, transportation, storage, handling or waste disposal, the supplier shall provide us with a fully completed safety data sheet in accordance with § 14 of the Hazardous Substances Ordinance and an appropriate accident leaflet (transport) with the offer, but at the latest before dispatch.

15. Product liability

15.1 The supplier shall be responsible for all claims asserted by third parties for personal injury or damage to property which are attributable to a defective product supplied by him and shall be obliged to indemnify us against any liability resulting therefrom. If we are obliged to carry out a recall action against third parties due to a defect in a product delivered by the supplier, the supplier shall bear all costs associated with the recall action.

15.2 The supplier shall be obliged to maintain product liability insurance with an appropriate amount of cover at its own expense, which, unless otherwise agreed in individual cases, need not cover the recall risk or punitive or similar damages. The supplier shall send us a copy of the liability policy at any time upon request.

16. Industrial property rights

16.1 In accordance with paragraph 2, the supplier warrants that the products delivered by him do not infringe any industrial property rights of third parties in countries of the European Union or other countries in which he manufactures the products or has them manufactured.

16.2 The supplier shall be obliged to indemnify us against all claims asserted against us by third parties due to the infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses in connection with such claims. This claim shall exist irrespective of any fault on the part of the supplier.

16.3 Our further statutory claims due to defects of title in the products delivered to us shall remain unaffected.

17. Spare parts

17.1 The supplier is obliged to keep spare parts for the products delivered to us in stock for a period of at least 12 months after delivery.

17.2 If the supplier intends to discontinue the production of spare parts for the products delivered to us, it shall notify us of this immediately after the decision to discontinue. Subject to paragraph 1, this decision must be made at least 6 months before production is discontinued.

18 Confidentiality

18.1 The supplier is obliged to keep the terms of the order and all information and documents made available to him for this purpose (with the exception of publicly accessible information) secret for a period of 5 years after conclusion of the contract and to use them only for the execution of the order. He shall return them to us immediately upon request after completion of inquiries or after processing of orders.

18.2 Without our prior written consent, the supplier may not refer to the business relationship in advertising material, brochures, etc. and may not exhibit delivery items manufactured for us.

18.3 The supplier shall obligate its subcontractors in accordance with this clause 18.

19. Tools, drawings, documents

19.1 Tools, drawings, samples or other documents handed over to the supplier shall remain our property and may only be made accessible to third parties with our express written consent. Without this consent, the items may not be used for the supplier’s own purposes or for the purposes of third parties. The items provided must be returned to us immediately after execution of the order or at our request; the supplier shall bear the costs.

19.2 The supplier may not invoke a right of retention against the request for return.

20. Assignment

The supplier may only assign rights arising from this contract to third parties with our written consent. This does not apply to monetary claims.

21. Final provisions

21.1 The place of performance for the Supplier’s services shall be the supplying plant specified in the order.

21.2 The place of jurisdiction shall be 87700 Memmingen, as far as legally permissible.

21.3 This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

21.4 Should individual provisions of these terms and conditions be or become invalid for legal reasons, this shall not affect the validity of the remaining provisions. Ineffective provisions shall be replaced by mutual agreement by effective provisions which come as close as possible to the economic purpose of the ineffective provisions.