GENERAL TERMS AND CONDITIONS OF PURCHASE (INGREDIENTS AND FLAVOURS) OF HÄLSSEN & LYON GMBH 

1.    General Provisions 

1.1 The following General Terms and Conditions of Purchase apply to the entire business relationship with our business partners (hereinafter after referred to as the “supplier”). We shall not acknowledge any deviating, conflicting or supplementary general terms and conditions of business and delivery proposed by the supplier, even if we do not comment on such provisions or execute the contract without reservation.

1.2 Our General Terms and Conditions of Purchase shall only apply if the supplier is an “entrepreneur”, as defined in Section 14 of the German Civil Code (BGB), a legal person under public law or a special fund under public law. An updated version of these General Terms and Conditions of Purchase shall also apply to any future contracts with the same supplier without the need for us to refer to them again in each case; we shall immediately inform the supplier about any changes to our General Terms and Conditions of Purchase.

1.3 Any individual agreements made with the supplier (including any side agreements, additions and amendments) shall take precedence over these General Terms and Conditions of Purchase. The content of such agreements shall be specified in our written confirmation.

1.4 Any legally relevant declarations and notifications to be submitted to us by the supplier after the contract has been concluded (e.g. set deadlines, complaints for defects, declaration of withdrawal from the contract or price reductions) must be made in writing to be effective.

2.    Conclusion of Contract 

2.1 The supplier must immediately confirm our orders in writing or execute them without reservation, particularly by delivering the goods. By confirming the order or delivering the goods, the supplier shall agree to our General Terms and Conditions of Purchase.

2.2 The applicable product specifications, quality indications and quantities shall be those specified in our order. The delivery of excess goods shall be accepted to the customary extent within the industry, provided such is appropriate for the order volume. Any other deviations from the order shall be considered a new offer and must be accepted by us. The supplier shall not be entitled to make partial deliveries without our prior written consent.

3.    Delivery 

3.1 Unless otherwise agreed, the goods shall be “delivered duty paid” (DDP, Incoterms 2020) to the address indicated in the order.

 3.2 Please announce your delivery at least 48 hours in advance by contacting wareneingang@haelssen-lyon.de; please also note our General Terms and Conditions of Delivery. 

3.3 The order number(s), article number(s), batch number(s), quantities and other information specified in the order must be indicated in all accompanying documents, such as dispatch notes, waybills, delivery notes and parcel labels in accordance with the labelling of each product.

3.4 The order – or essential parts of it – may only be executed by third parties with our prior written consent.

4.    Delivery Deadlines and Delays 

4.1 The delivery dates specified in the order shall be binding. If no delivery date is indicated in the order or otherwise agreed, the goods must be delivered immediately. The supplier must immediately inform us in writing if circumstances arise or become apparent that will prevent delivery dates from being met.

4.2 If the supplier fails to perform its duties within the agreed delivery time, we shall be fully entitled to assert our legal claims.  

4.3 If the supplier defaults on its delivery obligations, we may (in addition to any further legal claims) demand lump-sum compensation for the damages caused by the delay amounting to 1% of the net price of the delayed products per full calendar week, but no more than 5% of the net price. We reserve the right to prove we have incurred a greater degree of damage. The supplier reserves the right to prove we have incurred no damage at all or a much lesser degree of damage.

5.    Transfer of Risk, Delayed Acceptance 

5.1 The risk of accidental loss or deterioration shall be transferred to us when the goods are handed over at the place of delivery. If a formal acceptance procedure has been agreed, this shall determine the moment at which the risk is transferred.

5.2 The goods shall be considered to have been handed over or accepted if we fail to accept them on time. The statutory provisions shall determine whether we are late to accept a delivery.

6.    Other Requirements 

6.1 General Requirements 

(a) The supplier shall guarantee that the delivered products are fully marketable, usable and suitable for the specified or usual purpose and that they meet the specifications indicated in the order and the applicable provisions, particularly EU regulations and German legal principles and requirements. The supplier shall comply with the latest food safety requirements, particularly those relating to general safety (REGULATION (EC) No. 178/2002), pesticide residue levels (REGULATION (EC) No. 396/2005) and maximum contaminant levels (REGULATION (EC) No. 1881/2006). The products shall meet the requirements of the “THIE Compendium for Tea / Herbal and Fruit Infusions”.

Any products certified as organic shall meet the requirements stipulated in the latest version of Regulation (EU) 837/2007 and Regulation (EU) 889/2008. In addition, organic products must reflect the guidelines established by the Federal Association of Organic Processors, Wholesalers and Retailers (BNN), particularly the reference values for pesticide residues. Hälssen & Lyon GmbH reserves the right to reject any goods which do not meet such specifications or for which the supplier fails to provide conclusive information.

(b) The supplier must promptly provide us with any evidence, certificates and other documents required to sell the products, such as clearance forms, certificates of origin and certificates of conformity; all such documents must be provided free of charge. 

6.2 Traceability 

The supplier shall guarantee the complete traceability of the delivered products – and the substances, items and (raw) materials used to produce them – in accordance with the applicable legal provisions. If a complaint is made by a public authority and/or customer, the supplier must immediately provide us with the necessary information for traceability purposes upon request. 6.3 Hygiene 

The supplier shall guarantee that the requirements stipulated in Regulation (EC) 852/2004, the HACCP Principles and similar hygiene standards (e.g. Codex Alimentarius, International Featured Standards for Food, BRC Global Standard for Food Safety) and the principles of good production practices have been met by the delivered products in all production, processing and distribution stages.

6.4 Transport, Packaging and Labelling 

(a) All deliveries must be packaged, labelled and transported in accordance with the statutory provisions and the requirements stipulated in the order and these General Terms and Conditions of Purchase.  

(b) Unless otherwise agreed, the labelling must include the following information on the smallest packaging unit in addition to the legally prescribed data:

• Order number
• Article number
• Batch number
• Quantity 

Pallets must be labelled appropriately at least on one narrow and one short side. The labelling must be clearly visible. The labelling may only be changed with our prior written consent.

(c) All deliveries must be packaged and secured during transport in such a way to prevent damage, moisture penetration and contamination from foreign items. (d) If pallets are used for transport, they must be clean, dry and in perfect condition. Only EUR-pallets in a new condition shall be exchanged; the supplier shall be billed at replacement value for any EUR-pallets that can no longer be exchanged.

6.5 Quality Assurance 

(a) The supplier shall guarantee the execution of consistent inspections, including the inspection of the incoming substances, items and (raw) materials used to manufacture the products, to ensure compliance with the statutory provisions, the criteria specified in these General Terms and Conditions of Purchase and any specifications indicated in the order, particularly those relating to (food) safety and hygiene.

(b) The supplier hereby allows us or authorised third parties to access its premises upon prior consultation and conduct an audit during its normal operating and working hours.

7.    Prices and Terms of Payment 

7.1 The price indicated in the order shall be binding.  All prices shall include the statutory rate of value added tax.

7.2 Unless explicitly agreed otherwise, the prices shall include free delivery, all (additional) services offered by the supplier and any additional costs (e.g. packaging, transport and insurance, customs duties, charges and other public levies). The supplier must take back transport packaging at its own expense if we request such. 7.3 The statutory provisions shall determine whether we are in arrears.

7.4 The default interest rate shall be 5 percentage points above the base rate. We shall not owe any maturity interest. 

7.5 We shall be entitled to offset and withhold payments to the extent permitted by law.

7.6 The supplier shall be entitled to withhold and offset claims against its undisputed or legally established counterclaims.

8.    Proprietary Rights and Confidentiality 

8.1 The supplier shall not be entitled to the prolonged or extended retention of its proprietary rights.

8.2 We shall reserve the proprietary rights and copyrights to any orders we place and their conditions, as well as any descriptions, plans, calculations, illustrations, execution instructions and other information (hereinafter referred to as “documents”). Any such documents must only be used to provide the contractually agreed services and must be returned upon completion of the contract; in such cases, any copies made by the supplier must be destroyed, unless this is prevented by statutory retention obligations. The documents must be kept secret from third parties, even after the contract has ended. This obligation to maintain confidentiality shall only expire if the knowledge contained in the documents becomes available to the general public.

8.3 The above provision shall apply accordingly to any substances, materials, templates, samples and other items that we may provide to the supplier (hereinafter referred to as “supplies”). 

8.4 If the supplier processes, mixes or combines the delivered items, any such further processing shall be done for us. The same shall apply if we process the delivered products ourselves to such an extent that we shall be considered the manufacturer and shall acquire ownership of the new product in accordance with the statutory provisions, at the latest, when the delivered products are processed.

9.    Rights of Third Parties 

The supplier shall guarantee that the delivered products are unencumbered by third-party rights and that the delivery does not infringe any third-party rights, including any industrial property rights. The supplier shall indemnify us against any claims asserted by third parties as a result of any such infringements.

10.    Defective Deliveries

10.1 The statutory provisions shall apply to our commercial obligation to inspect deliveries and report defects, subject to the following conditions: Our obligation to inspect deliveries shall be limited to defects that might be revealed by our visual inspection of incoming goods, including the delivery documents, and our random quality and quantity controls. However, we shall still be obliged to report any defects found at a later date. In all cases, a complaint for defects shall be considered prompt and timely if it is received by the supplier within 10 calendar days. 10.2 We shall have unrestricted legal warranty and regress claims within the supply chain (regress to the supplier); by way of derogation from the statutory provisions, however, the warranty period shall be 36 months. As stipulated in the statutory provisions, the supplier shall be particularly liable for ensuring the products have the agreed qualities when the risk is transferred to us; in any case, the agreed qualities shall be those indicated in the order and in Section 6 of these General Terms and Conditions of Purchase. 10.3 Neither the approval of samples nor the acceptance or payment of an invoice shall constitute a waiver of our warranty rights.

11.    Liability 

11.1 The supplier’s contractual and non-contractual liability shall be based on the statutory provisions. We shall not acknowledge any limitations of liability. 

11.2 The supplier shall be held liable for any claims for personal injury or property damage asserted by third parties due to a defective product delivered by the supplier; in such cases, the supplier shall be obliged to release us from any liability. If we are obliged to recall products due to a defect in the products delivered by the supplier, all costs associated with the product recall shall be borne by the supplier.

11.3 The supplier must take out and maintain product liability insurance at its own expense with at least EUR 5 million of coverage per personal injury or property damage claim; the supplier must send us a copy of the insurance policy at any time if we request such.

12.    Place of Jurisdiction and Applicable Law

12.1    Hamburg shall be the sole – and international – place of jurisdiction for any disputes arising from these General Terms and Conditions of Purchase and the underlying contractual relationship. However, we shall also be entitled to take legal action at the supplier’s general place of jurisdiction.

12.2    All contracts shall be subject exclusively to German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Version as of September 2020