BURG-GUARD: General Terms and Conditions of Purchase

General Terms and Conditions of Purchase

§ 1 General

(1) The Terms and Conditions set out below shall form part of the agreement concluded with us.

(2) Our General Terms and Conditions of Supply shall apply in accordance with the most recent version and to all subsequent transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction. They shall only apply towards entrepreneurs as defined in § 310 subsect. 1 of the German Civil Code.

(3) Our terms apply exclusively. We hereby object to any counter- confirmation, counter-offer or other reference by the Supplier to its general terms and conditions, any dissenting terms and conditions of the Supplier shall only apply if we have confirmed the same in writing. Our General Terms and Conditions for Supply shall prevail also if we shall have accepted deliveries of the supplier without reservation even if we were aware of conflicting or deviating supplier terms.

(4) The Supplier may not assign any claims arising from transactions with us without our written approval.

(5) It is understood and agreed that the Supplier has manufactured the products (the “Branded Products”) to be supplied to us according to certain specifications with regard to the manufacturing process and the product ingredients (the “Specifications”) that we have provided to it for such purpose. The Supplier shall therefore not sell or otherwise transfer Branded Products to any third party without our prior written authorisation.

§ 2 Adherence to Specifications

(1) The Supplier always agrees to adhere to the Specifications and shall not change any parts of it without our prior written approval. We reserve our right to change the Specifications at any time if this shall be required through applicable food laws.

(2) We further reserve the right to extend the Specification to storage and transport requirements. We shall immediately notify to the Supplier of any such variation.

§ 3 Delivery; Price

The Supplier must accept and execute our order within 7 days.

The prices agreed by the Parties in their framework agreement and the payment deadlines specified therein shall be binding upon the Parties.

§ 4 Inspection of Facilities

(1) We shall have the right to inspection without prior notice in relation to

a) The premises of the Supplier at which Products are produced,

b) All other Supplier‘s facilities, equipment and documentation relating to manufacture, storage or delivery of Products and all components thereof; and

c) Products, prior to or during their shipment to us.

(2) We may engage the services of an independent firm, selected in our sole discretion to perform any such inspection.

§ 5 Laboratory Testing

The Supplier agrees to conduct at its own cost an analysis or testing of samples of the Products or samples of any components thereof in accordance with any testing schedule that we may impose from time to time. For such purposes, the Supplier agrees to send such samples to laboratory facilities selected in our sole discretion. The Supplier agrees to pay the reasonable costs of any such third-party laboratory testing.

§ 6 Records Retention

For a period of at least 5 years from the date of each shipment of Products, the Supplier agrees to keep complete records of the manufacture, storage, shipment and sale of the Products and, upon our request to make these records available to us upon demand.

§ 7 Indemnification

The Supplier agrees to full indemnification for our benefit (or any of our affiliate companies) from any liability/ claim because of the manufacture, delivery and storage of Products (“Product Liability”). It shall refund to us any payments that we shall have made to satisfy any such justified claims. The duty to indemnification and refund shall not apply if the underlying incident shall have provably been caused through gross negligence or wilful misconduct by us any of our employees, representatives, agents, or any affiliate. The Supplier shall immediately notify us of any litigation that shall have been started or of any claims that shall have been raised against it and shall upon our demand make available to us all relevant documents.

§ 8 Insurance

(1) The Supplier shall maintain a comprehensive liability insurance with a reputable insurance company which shall include product liability coverage, in the minimum coverage of 1 Mio € per occurrence for damage, injury and/or death to persons, and 1 Mio € per occurrence for damage and/or injury to property. Such insurance shall cover all affiliates of the Supplier to the extent that these are engaged in any of the services falling under these Terms and Conditions.

(2) The Supplier shall, on an annual basis, provide us with certificates of insurance evidencing such coverage. Each certificate shall indicate the coverage represented thereby.

§ 9 Representations and Warranties

The Supplier represents and warrants as follows:

(i) The Products shall comply in all respects with all applicable laws, rules and regulations of the country where the Product is manufactured, stored or through which it is shipped, and the countries where the Product shall be used.

(ii) The Products shall be manufactured to a high quality and in accordance with best industry practice. The Products are safe, merchantable, and fit for their intended purpose and shall comply fully with the Specifications in every respect.

(iii) The Products are labelled as required by the Specifications and by law (including, but not limited to, the laws of the country of manufacture and intended country or countries of use).

(iv) None of the Products shall contain any genetically modified organisms, or any ingredients components or products which are derived from the use of gene technology, save to the extent declared to, and previously agreed in writing by, us.

(2) We shall be required to check the products with a reasonable deadline for any sub-standard quality or shortfall in quantity. Objections shall be valid and not forfeited if raised and received by the supplier within five days after receipt of delivery. For hidden defects, the deadline shall start with the discovery of the same.

We are fully entitled to exercise all remedies granted by statutory law. Therefore, we shall have the right to demand supplementary performance in case of defective deliveries notwithstanding our right to demand compensation in lieu of delivery.

§ 10 Final Provisions

(1) The place of performance shall be Meinerzhagen.

(2) For our benefit, the courts of Meinerzhagen shall have jurisdictions over all disputes arising from these Terms and Conditions.

(3) The laws of Germany shall apply.

(4) The invalidity of any provision of these General Terms and Conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed as replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.