General Terms and Conditions of purchase of Griesson - de Beukelaer GmbH & Co. KG
1. Scope of application 2. Orders The general terms and conditions of purchase apply to all purchases and orders by the company Griesson - de Beukelaer GmbH & Co. KG. They apply exclusively. Any suppliers (contractors) terms and conditions which conflict with or differ from these general terms and conditions of purchase will not be recognised unless we expressly agree to their being valid. We shall also not be bound by the suppliers (contractors) general terms and conditions of business even if we do not expressly object to them. Offers from suppliers (contractors) must be provided in writing and free of charge. Our orders are only legally binding when they are made in writing: the written form is also required for any changes or additions to orders we have already issued. If the delivery can not be fully or even partially supplied in accordance with the deadline or delivery period, the supplier (contractor) is obliged to inform us immediately. In this event a contract shall only come into existence with our written agreement. Where outline agreements exist with suppliers (contractors), orders can also be issued by data exchange or electronically. The order is only effective when the agreed conditions are met. Changes to the outline agreement, such as batch sizes or delivery times, can only be made in writing. 3. Invoicing, transfer of risk The correct invoice should include our order details (order number, internal order number, materials number and order date) and should be sent to the postal address indicated in the order. It must not be included in shipments of goods. The goods are supplied at the supplier s (contractor s) risk. Quantity overshoots are not remunerated, quantity undershoots must be credited. If there is a changeover to a credit memo procedure, the supplier (contractor) must ensure that processing takes place free from problems. 4. Delivery deadlines Our delivery dates mean dates for the receipt of goods at the place of performance, and are binding. Where a delivery date is specified according to the calendar, this is a fixed date. Where a calendar week is specified, the delivery must take place by the last working day of the week and on Friday at the latest. Premature deliveries require our agreement. If the delivery does not take place within the specified period, it is the supplier s (contractor s) responsibility to prove that he is not at fault. If the supplier (contractor) falls into delay, we can at our choice request supple mentary performance, compensation due to delay, compensation instead of the performance or can withdraw from the contract whilst retaining our claims to compensation. We are further entitled to renounce the performance and effect a covering purchase at the supplier s (contractor s) cost. In this case the supplier (contractor) must make up for any additional costs and the damage caused by delay. 5. Prices and payment terms The supplier (contractor) is bound by the prices in his offer(s). Any price increase must be notified 6 weeks beforehand. Orders which have been issued must be fulfilled at the old price, unless the delivery period at the time the price increase is notified is still more than 4 months. Operative price increases entitle us to withdraw from the contract. The purchase price falls due after the supplier (contractor) has provided his performance in accordance with the contract and the invoice has been received. The date of receipt is derived from our incoming post stamp. Payment takes place via a centralised settling bank / company and solely the contractual terms of the contract in respect of centralised settlement with del credere are valid for this. Payment takes place within 30 days with the deduction of a 3 % discount or net within 90 days. 6. Dispatch / packaging / removal Dispatch takes place carriage paid including packaging (for third party countries including customs duties) to the address for dispatch indicated on our order. 2 3
7. Product liability Insofar as the supplier (contractor) is responsible for damage to a product, he is obliged to release us from third party claims for compensation in this respect when first asked to do so. In this context the supplier (contractor) is obliged to reimburse us for any costs arising from or in connection with any recall action undertaken by us. We will inform the supplier (contractor) of the content and extent of the recall measures to be undertaken as soon as this is possible and acceptable to us, and will give him an opportunity to state his position. For the duration of our business relationship the supplier (contractor) must conclude and maintain extended product liability insurance with a minimum sum insured of 10 million. If our business relationship extends to the area of packaging, a minimum sum insured of 5 million is sufficient. The supplier (contractor) is obliged to provide us with appropriate proof of cover when first asked to do so. 8. Quality requirements The supplier (contractor) is obliged to carry out a pre-delivery inspection according to the specific characteristics assured in accordance with DIN ISO 9001-9004. During delivery to our works, on our part when the goods are accep ted only an inspection for transport damage and any visible defects will be carried out. As no inspection on receipt can take place during the delivery in respect of the quality, we are released from the duty of immediate inspection and written notification of defects. The supplier (contractor) is obliged to comply with our specifications. Where purchase is based on a sample, the specifications derive from the sample. For machinery, apparatus, vehicles and other technical items the respective relevant statutory DIN and accident prevention provisions must be complied with and this must be proved through test results as far as this is customary. The costs of inspection orders placed with external laboratories or experts are strictly borne by the respective person placing the order. If an inspection ordered by Griesson - de Beukelaer shows that the goods inspected deviate from the agreed quality, the supplier (contractor) shall bear the costs of the inspection and the necessary subsequent examinations. 9. Warranty Deviations from the specification, the requirements and the delivery quantities count as defects. If a delivery of a part quantity of similar goods displays an accumulation of defects, then we can reject the entire delivery. When defects exist we are entitled as we so choose to request supplementary performance (remediation or replacement delivery) and once default has occurred withdrawal, reduction, compensation or replacement of any futile costs. The compensation also includes damage due to delay in the performance, the necessary incidental costs ( 439 Section 2 BGB [German Civil Code]), consequential damage due to defects and also the costs of recalls including for preventive defence against damages. The statutory warranty periods of 24 months from the delivery date apply. The supplier (contractor) indemnifies us against recourse actions due to defects in the products he has supplied. The period for the written notification of visible defects is 1 month from delivery, and for other defects, in particular hidden defects, from the time at which the defect is identified. Every written notification of defects interrupts the warranty period in respect of the defective supply. In the event of replacement delivery or remediation, the warranty period shall apply again as new. The payment of the invoice does not signify any renunciation of rights under warranty. 10. Flat rate administration fee In the event of complaints and objections we strictly charge a flat rate administration fee of 110.00 per order. This sum is made up of the personnel costs incurred, such as for internal and external telephone calls, corres pondence and accounting costs. 4 5
11. Delivery specifications / delivery terms 11.1. Suppliers (contractors ) delivery notes must contain the following details: Order number Internal order number Supplier number (order number) Griesson - de Beukelaer materials number These details must also appear on the invoice. The precise delivery date and time must also be stated on the delivery notes. 11.2. Goods delivery raw materials Monday to Thursday from 07.15 14.00 Friday from 07.15 12.30 Exceptions only with the express agreement of the purchasing department 11.2.1 Packaging material Monday to Friday from 06.00 22.00 Only after advance notification by telephone 1 day before delivery from 08.00 16.00 on the following telephone numbers: Polch, Kahla, Ravensburg, Wurzen, Koblenz, Stadtroda and Herford: +49 (0) 2654 401-1691 Herr Arenz +49 (0) 2654 401-1697 Herr Wollner +49 (0) 2654 401-1699 Herr Stein Kempen: GdB +49 (0) 2152 141-49 91 27 Kempen: BLG +49 (0) 2152 141-44 12 11.2.2. Only vehicles suitable for ramps may be used. Deliveries by van, sprinter etc. will be turned away. 11.3 As loading equipment only Europallets according to the EPAL standard and UIC standards 435-2 or 435-4 will be accepted. All pallets must be appropriately identified and in addition to these standards must also satisfy the fundamental conditions of the food processing industry. The basic measurements of the pallets may not be exceeded by the goods loaded, due to safety measures or by labels. The goods loaded on the pallet must be secured by non-coloured, additive-free stretch foil. The upper edge of the pallet may be included in the stretch foil up to a maximum of 2 cm; free room for the forklift must compulsorily be ensured. The delivery of raw materials which are not packaging materials as pallet goods must take place solely on plastic or hygiene pallets which are harmless to food. 11.4. Every pallet must be provided with 2 GS1 transport labels / EAN 128 in accordance with the current GS1 standard / specifications. Receipt of the pallets must be able to take place either via an appropriate full information label or alternatively via a reference SSCC on the basis of an EDI message sent in advance. 11.5. Pallets must be delivered correctly sorted and containing goods from the same batch number, i. e. no different materials numbers may be loaded on a pallet. For every pallet which does not meet the requirements Griesson - de Beukelaer may as it chooses refuse delivery or make the supplier (contractor) liable for costs arising due to consequential processes. 11.6. The pallet element for all packaging materials agreed with Griesson - de Beukelaer must compulsorily be adhered to for all deliveries. The pallet quantity delivered must be identical with the pallet quantity ordered by Griesson - de Beukelaer. The delivery quantity must correspond to the order quantity. No part-deliveries are accepted. Only one delivery per order may take place. All differences between order and delivery must be reconciled with Griesson - de Beukelaer prior to delivery. If no reconciliation (and the associated order amendment) takes place, Griesson - de Beukelaer will refuse to accept the goods or will invoice the additional cost. 11.7. Safety, environmental protection The relevant laws, regulations and provisions for the health and safety of workers, the protection of the environment and the transport of hazardous goods must compulsorily be complied with, including the rules of professional associations. Safety instructions handed out internally must strictly be followed. 6 7
Any protective equipment needed must be provided by the supplier himself. When loading and unloading HGVs and silo vehicles on our works premises, it is obligatory to wear safety shoes. The safety data sheets for hazardous materials must be provided at the latest with the first delivery. Safety deficiencies on vehicles and equipment or behaviour in contravention of the rules always entitle us to refuse acceptance. 11.8 Entering factory premises and production lines Before entering the factory premises a visitor s pass must be obtained from the gate keeper. Furthermore, the respective house rules must be observed. These comprise: The security and behaviour instructions for visiting companies on Griesson - de Beukelaer operating premises Hygiene regulations Data sheet for technical delivery personnel Acknowledgement of and compliance with the house rules is a prerequisite for entering our premises. In the case of orders the documents must be downloaded from the website www.gdb.biz / einkauf using the password: GdB47!KG at the latest when the contract is concluded / awarded. 12. Tools, moulds, printing templates Tools, moulds, printing templates, technical drawings and similar items which have been produced on our instructions transfer into our ownership at the time of completion. They must be identified by the supplier (contractor) as our proper ty, and must be stored, maintained and repaired separately, free of charge and covered by insurance. Our property may only be used to produce for us. Our property must be issued to us at any time if we so request. Insofar as the costs of manufacture have not yet been cancelled (amortisation) their issue shall take place step by step against the settlement of the residual claim outstanding. 13. Duty of information The law on foods applies to our products. The supplier (contractor) is obliged to make available to us all the existing information on the products supplied by him which serve for the production of bakery products which we require to fulfil our statutory duties of documentation and information to the authorities and consumers (including toxicological and health assessments). 14. Code of conduct for suppliers The supplier (contractor) is obliged to comply with the respective applicable legal system(s). In particular he will neither actively nor passively, directly nor indirectly involve himself in any form of corruption, breaching the fundamental rights of his staff or child labour. Moreover he will accept responsibility for the health and safety of his staff in the workplace, observe environmental protection legislation and encourage and as well as possible call for his suppliers (contractors) to comply with this code of conduct. If the supplier (contractor) culpably breaches these obligations, then the order placer is entitled to withdraw from the contract or terminate the contract without prejudice to further claims. So far as the elimination of this breach of duty is possible, this right may only be exercised after the fruitless expiry of an appropriate period set for the elimination of this breach of duty. 15. Foreign trade legislation If so requested the supplier (contractor) is obliged to name the country of origin of the goods and to hand over the certificates of origin which are necessary for export. He shall be liable for the correctness of the details he supplies. If we do not receive a necessary export permit, we are entitled to withdraw from the contract. 8 9
16. Secrecy The supplier (contractor) is obliged to keep secret all the business and company secrets which are made known to him in the context of the business relationship, especially all information concerning the products of our company such as recipes, drawings, sketches and similar, and not to make them accessible to third parties. Irrespective of the duration of this cooperation, the obligation of secrecy shall also exist for the time afterwards and in particular also in the event that for any reason whatsoever the parties reach the conclusion that they will desist from future cooperation. As far as is permissible under employment law, the supplier (contractor) will impose the above mentioned duties of secrecy on all the staff involved in this project and have their awareness of this obligation confi rmed by their signing in their own hand. In any case of contravention, the supplier (contractor) undertakes to pay Griesson - de Beukelaer a contractual penalty of 15 % of the order value, at least 10,000. The enforcement of further damages shall remain unaffected by this. 17. Retention of title We accept the supplier s (contractor s) retention of title in accordance with 449 BGB in both the simple and extended forms. 18. Rights of use and industrial or intellectual property rights Griesson - de Beukelaer is exclusively entitled to the results of a supply or service of any kind which have arisen during the execution of our order. The above applies irrespective of whether the results are subject to intellectual and / or industrial property rights. The assignation of the rights to the results to Griesson - de Beukelaer at the time of the supply or service is included in the order price. 19. Costs The supplier (contractor) relinquishes to Griesson - de Beukelaer all rights of use of the results and partial results of the supplies or services, and above all the rights to present and future representations and reproductions of any kind on any media, the rights of use, distribution, commercialisation, translation, amendment, insertion, processing, disposal and adaptation of the aforementioned results and / or partial results, and indeed of the worldwide use of these rights for the entire period of their existence without restriction or limitation. The supplier (contractor) undertakes not to oppose Griesson - de Beukelaer with his industrial and / or intellectual property rights, insofar as these are necessary for the use of the results and / or partial results of the services ordered. The supplier (contractor) vouches for the fact that the executions of the supply or service do not breach any third party property rights. Any resulting licences or other payments for the use of third party property rights are to be borne solely by the supplier (contractor). The supplier (contractor) vouches for the fact that no third party patents or industrial property rights are breached by the supply, use and exploitation of his service. The supplier (contractor) releases us from all third party claims which are enforced from any such breach. In the context of the order placement, all costs must be indicated; estimated prices (e. g. travel costs) must be shown separately and daily rates must be provided as appropriate. Supplements such as service fees, agency commissions, handling fees, charges etc. will not be accepted. Costs of this kind must be displayed as cost items on the quotation. Insofar as individual invoicing of travel costs has been expressly agreed and the journey has been agreed prior to your taking up the work (reason and cost), we reimburse travel expenses according to the following parameters and against receipts: truck at 0.36 / km, rail 2nd class, for flights low priced solutions should be examined. For overnight stays at our sites, the hotels bound by our outline agreement should be used. Our outline agreements should also be borne in mind for car hire. 10 11
20. Language Only the German version of this clause is binding. If the content of the English translation or a translation into another language should differ from the German version, then the German version takes precedence over the translation. 21. Miscellaneous Rulings in outline or individual contracts take precedence over the general terms and conditions of purchase. The assignment of claims against us is only possible with our agreement. If one ruling in these general terms and conditions of purchase should be ineffec tive, the validity of the contract and the remaining general terms and conditions of purchase shall remain unaffected by this. Solely the law of the Federal Republic of Germany applies. The supplier (contractor) declares his irrevocable agreement to our handling and processing the personal data which has been communicated to us in respect of the order according to the statutory provisions. The place of performance for supplies and services is our respective works address. For business people and legal persons under public law, Koblenz is agreed as the sole place of jurisdiction. Valid from: 1. September 2011 12 Griesson - de Beukelaer GmbH & Co. KG August-Horch-Straße 23 D-56751 Polch Telefon +49 (0) 26 54-401-0 Telefax +49 (0) 26 54-401-1000 info@griesson-debeukelaer.de www.griesson-debeukelaer.de September 2011