General Terms and Conditions of Purchase (GTCP)

General Terms and Conditions of Purchase of Byodo Naturkost (AEB Byodo)

1. scope and form

1.1. Our General Terms and Conditions of Purchase (GTCP) apply to all business relationships with our business partners and suppliers (“Seller”). The GPC shall only apply if the Seller is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law. 1.2. The GPC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 651 BGB). Unless otherwise agreed, the GPC in the version valid at the time of the Buyer’s order or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case. 1.3. Our GPC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the seller shall only become part of the contract if and insofar as we have expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if we accept the seller’s delivery without reservation in full knowledge of the seller’s General Terms and Conditions. 1.4. Individual agreements made with the Seller in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GPC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements. 1.5. Legally relevant declarations of intent and notifications by the Seller in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form. Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected. 1.6. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPC.

2. subcontractors

2.1. Without our prior written consent, the Seller shall not be entitled to have the service owed by it performed by third parties (e.g. subcontractors). The Seller shall bear the procurement risk for its services unless otherwise agreed in individual cases (e.g. limitation to stock). 2.2. The seller may not prevent third parties from concluding contracts with us for other deliveries/services.

3. offer, order, order confirmation

3.1. The preparation of offers by the seller and the sending of samples are free of charge. Offers must be submitted by the deadline specified in the request. The seller must adhere exactly to our specification and the wording of the inquiry in his offer. In the event of deviations, this must be expressly pointed out. 3.2. The seller undertakes to enclose the following documents with offers and order confirmations without being requested to do so and free of charge:

the corresponding product and packaging specification
Declaration of conformity in accordance with the statutory provisions, in particular with regard to plastic food contact materials and articles.
Proof of suitability for the intended use, including declarations of no objection, migration tests, etc.
with regard to any export of the goods to other countries within and/or outside Europe, the written documents and declarations required or appropriate for the export, such as certificates of origin, health certificates, clearance certificates, etc. The documents must be submitted in English.
with regard to the products for which a free trade agreement, preferential origin system, etc. applies, the corresponding evidence (long-term supplier’s declaration, preferential origin certificate) to prove the application. The legal regulations must be observed when creating documents. In addition, the long-term supplier declarations for the following year must be submitted by 01.12. at the latest. to transmit them to us.

3.3. Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded. 3.4. The Seller is obliged to confirm our order in writing within a period of 3 working days with a delivery date or, in particular, to execute it without reservation by dispatching the goods (acceptance). Delayed acceptance shall be deemed a new offer and requires acceptance by us. 3.5. Verbal agreements, changes or additions to orders are only binding if they have been confirmed by us in writing.

4. prices, terms of payment, prohibition of assignment

4.1. The price stated in the order is binding. All prices include statutory value added tax if this is not shown separately. 4.2. Unless otherwise agreed in individual cases, the price shall include all discounts, all services and ancillary services of the Seller as well as all ancillary costs (e.g. proper packaging, transportation costs including any transport and liability insurance). 4.3. Unless otherwise agreed in writing with the seller, each complete delivery shall be accompanied by an invoice stating the invoice recipient, the customer, the order number, the number of products delivered in the same position as in the order and delivery bill. Otherwise, the same information as for the delivery bill under § 6 para. 1 is shown in the table below. The proper invoice must be sent to us mainly to the e-mail address eingangsrechnung@byodo.de or submitted by separate post. 4.4. The agreed price is due for payment within 60 calendar days of complete delivery and performance and receipt of a proper invoice. If we make payment within 14 calendar days, the seller shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment is deemed to have been made on time if our transfer order is received by our bank before the payment deadline; we are not responsible for delays caused by the banks involved in the payment process. 4.5. We do not owe any maturity interest. The statutory provisions shall apply to default of payment. 4.6. We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we are still entitled to claims against the seller arising from incomplete or defective services. The Seller shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.

5 Delivery, delivery time, delay in delivery, transfer of risk

5.1. The delivery time specified by us in the order, stating the delivery date at the place of performance, is binding. The seller is obliged to inform us in writing immediately, but at the latest within 3 working days, why he will probably not be able to meet agreed delivery times, stating the reasons. 5.2. Closing times and company vacations must be communicated to us by the supplier in good time. 5.3. The seller is obliged to state information in accordance with § 6 paragraph 1 on all shipping documents, delivery bills, packing slips and consignment notes. 5.4. A delivery bill must be enclosed with each delivery. If the delivery bill is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to us separately from the delivery bill. 5.5. Our orders are subject to the Incoterms 2010. Unless otherwise agreed in writing, DDP Mühldorf, duty paid, shall apply. The respective destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver). 5.6. If the seller does not provide its service or does not provide it within the agreed delivery period or is in default, our rights – in particular to withdraw from the contract and to claim damages – shall be determined in accordance with the statutory provisions. The provisions in the following paragraph remain unaffected. 5.7. If the seller is in default, we may – in addition to statutory claims – demand lump-sum compensation for our damage caused by default in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late in total. We reserve the right to prove that higher damages have been incurred. The seller reserves the right to prove that no damage at all or only significantly less damage has been incurred. 5.8. The Seller shall be released from its respective obligation to perform if performance is not possible due to circumstances for which it is not responsible, as defined below as “force majeure”. The unforeseeable events listed below, which – even if they were foreseeable – are beyond the Seller’s control and whose effects on the fulfillment of the contract could not be prevented by reasonable efforts on the part of the Seller, shall be deemed force majeure. This includes only war (declared or undeclared), warlike condition, riot, revolution, rebellion, military or civilian coup, insurrection, tumult, riot, embargo, government order, sabotage, epidemic, fire, flood, typhoon, hurricane or other severe weather on a catastrophic scale, earthquake and landslide. The Seller shall immediately inform the Buyer in writing of the occurrence of an event of force majeure in accordance with the above paragraph, its effect on existing contractual relationships and its expected duration. 5.9. The risk of accidental loss and accidental deterioration of the goods shall pass to us upon handover at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance.

6. delivery instructions/delivery conditions

6.1. Delivery bills must contain the following information:

our order number with date
Article number, type and quantity
Batch number
Code number of the organic inspection body
Best before date
Unloading point of the delivery

This information must also appear on the invoice. The exact delivery date must also be stated on the delivery bills. 6.2. Delivery by the seller or a third party commissioned by the seller must take place during our normal business hours. Our goods delivery times are Monday to Thursday from 08.00 to 13.00 and 14.00 to 16.00. Fridays from 07.30 am to 11.00 am. 6.3. The following procedure must be observed for direct deliveries:

The goods may only be shipped with a neutral CMR and our delivery bill. No other documents from the seller (e.g. pallet labels) may be used. All documents must be checked and approved by us.
The CMR may only contain information from Byodo. Please state our name and address as the sender. Our registered office in 84453 Mühldorf (Germany) is to be entered as the place of delivery.
In order to prepare our delivery bill, we require the seller’s delivery bill with details in accordance with § 6 para. 1.
After delivery, the seller must send us the signed delivery bill.

6.4. Euro pallets (EPAL) that correspond at least to class A according to the application recommendation of Gütegemeinschaft Paletten e.V. are accepted as loading aids. All pallets must be labeled accordingly and meet the basic requirements of the food processing industry over and above these standards. The basic dimensions of the pallet must not be exceeded either by the load or by securing measures or labeling. 6.5. The load on the pallet must be secured with non-colored, adaptive-free stretch film. The top edge of the pallet can be extended up to max. 2 cm into the stretching. The fork clearance must be guaranteed. The delivery of raw materials as palletized goods that are not packaging materials shall be made exclusively on food-safe plastic or hygiene pallets. 6.6. Each pallet must be provided with a pallet label stating the product name (German and English), the quantity, the batch number, the best-before date, the EAN 128 in accordance with the current GS1 standard/specifications, the Byodo logo, the organic inspection body (DE-ÖKO-013 inspection body) and the contents. The barcode on the pallet label must be legible and must not contain any information about the supplier. 6.7. For each delivery we receive 2 retained samples for incoming goods inspection.

7. quality regulations

7.1. The supplier is obliged to deliver our products in accordance with the underlying samples, analysis requirements, raw material specifications or other product specifications. Required evidence such as organic certificates in accordance with the statutory provisions, in particular in accordance with EC Organic Regulation No. 834/2007 and No. 889/2008, analysis results, certificates or test certificates shall be supplied to us by the Seller at no extra cost at the latest with the order confirmation. Details can be found in the corresponding product specification and analysis request. 7.2. If our analyses show that the requirements for our products pursuant to Section 7 para. 1 or if this is uncertain, the Supplier shall bear the costs of this and further sampling, analyses and, if applicable, expert evaluations, unless it proves that this data does not indicate any violations of what has been agreed here with regard to the products. 7.3. The supplier guarantees in particular

that our products meet the legal requirements for organic products, in particular those of the EC Organic Regulations No. 834/2007, No. 889/2008 and 1235/2008;
that they comply with the specifications of the current orientation values and guide values published by the Bundesverband Naturkost Naturwaren (BNN) e.V. at www.n-bnn.de;
that our products can be labeled as organic products without restriction;
that, in particular, there are no circumstances – known or unknown to the supplier at the time of delivery – before, during or after delivery – that give rise to a presumption or suspicion within the meaning of Section 91 (1) of the German Civil Code (BGB). 1 or 2 of Regulation (EC) No 889/2009 that the rules of organic production have not been complied with;
that when Regulation (EU) 2018/848 becomes applicable at the end of 2020 as successor to EC Organic Regulations No. 834/2007, 889/2008 and 1235/2008, our products will comply with its provisions as well as the provisions of the delegated acts, implementing acts and national implementing standards in the EU Member States relating to this new EU Organic Regulation;
that our products and their labeling and packaging comply with all laws and other legal requirements. In particular, the Supplier shall provide our products with all written instructions, information and warnings relating to the products that are necessary for their safe use or for us to comply with any legal or other obligations that may apply to us. The supplier also guarantees that our inspection body DE-ÖKO-013 is noted on the labels.
that the regulations for compliance with all food law and other legal regulations and official requirements are observed.

7.4. The supplier undertakes to systematically plan, define, implement and monitor quality assurance measures within the framework of an appropriate quality management system to ensure the highest level of quality and compliance with its contractual obligations to us. 7.5. The seller informs us

about any necessary changes in the agreed product and packaging specifications, if he considers their relevance or necessity.
about changes in the origin of the raw materials used and about changes in the processing of our products at all times, especially if it cannot be ruled out with certainty that these changes may be perceived by consumers through their senses or that they may cause allergic reactions.
about the necessary reprinting of labels and other materials 8 weeks before the reprinting regarding the necessity of this reprinting, at the same time about the planned date and about the latest date at which changes can still be made.
if it becomes aware of circumstances that could give rise to the suspicion that the products contain unauthorized organisms or substances, in particular pathogens or traces of agrochemicals or genetic modifications.

7.6. We are entitled to request samples or specimens of our products from the seller at the seller’s expense at any time, especially if we suspect that legal values have been exceeded. Furthermore, we are also entitled to carry out unannounced inspections in the fields, production and storage facilities within the sphere of influence of the supplier and its upstream suppliers. The relevant inspections are for orientation purposes only and do not constitute an anticipation of the incoming goods inspection, so that any defects identified during the incoming goods inspection can be claimed in full. 7.7. We must be notified in writing at least six months before the planned implementation of any changes to the quantities and/or composition of the products in the ingredient lists (recipe changes), in particular also changes regarding the presence or possible traces of allergens as well as packaging changes in deviation from the product specification agreed by us with the supplier. Corresponding changes always require our express written consent, unless required by mandatory statutory provisions.

8. notice of defects, claims for defects

8.1. The statutory provisions shall apply to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery) and in the event of other breaches of duty by the seller, unless otherwise specified below. Otherwise, we shall be entitled to reduce the purchase price or withdraw from the contract in the event of a material defect or defect of title in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and expenses in accordance with the statutory provisions. 8.2. In accordance with the statutory provisions, the seller shall be liable in particular for ensuring that the goods have the agreed quality when the risk passes to us. In any case, those product descriptions which – in particular by designation or reference in our order – are the subject of the respective contract or have been included in the contract in the same way as these GPC shall be deemed to be an agreement on the quality. It makes no difference whether the product description comes from us, the seller or the manufacturer. 8.3. Notwithstanding § 442 para. 1 sentence 2 BGB, we shall also be entitled to claims for defects without restriction if the defect remained unknown to us at the time the contract was concluded as a result of gross negligence. 8.4. The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, incorrect and short delivery) or which are recognizable during our quality control in the random sampling procedure. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our complaint (notification of defects) shall in any case be deemed to be immediate and timely if it is sent within 3 working days of discovery or, in the case of obvious defects, of delivery. 8.5. Subsequent performance shall also include the removal of the defective goods and reinstallation, provided that the goods have been installed in another item in accordance with their intended purpose. The costs incurred by the seller for the purpose of inspection and subsequent performance (including any removal and installation costs) shall be borne by the seller even if it turns out that there was actually no defect. Our liability for damages in the event of unjustified requests to remedy defects shall remain unaffected; however, we shall only be liable in this respect if we recognized or were grossly negligent in not recognizing that there was no defect. 8.6. If the Seller does not fulfill its obligation to provide subsequent performance – at our discretion by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement of the expenses required for this or a corresponding advance payment from the Seller. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Seller of such circumstances immediately, if possible in advance. 8.7. In the event of complaints, we generally charge an administration fee of 5% of the net price of the defective goods. This amount is made up of personnel costs incurred. 8.8. The supplier is obliged to collect rejected products immediately at his own expense. After a complaint has been lodged, we shall only be obliged to store the products in accordance with the statutory provisions insofar as this is reasonable in consideration of other business operations. In this case, we shall only be liable for damage to or destruction of the products if this is due to intentional or grossly negligent conduct and if other conduct would have been reasonable in view of the operational interests. 8.9. We are not obliged to accept products for which there was already a product complaint, even if this was deemed to have been rectified.

9. supplier recourse

9.1. Our statutory rights of recourse within a supply chain (supplier recourse pursuant to Sections 478, 479 BGB) are available to us without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (rectification or replacement delivery) from the seller that we owe our customer in the individual case. Our statutory right of choice (Section 439 (1) BGB) is not restricted by this. 9.2. Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses pursuant to §§ 478 para. 2, 439 para. 2 BGB), we shall notify the seller and request a written statement, briefly explaining the facts of the case. If the statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer; in this case, the seller shall be responsible for providing evidence to the contrary. 9.3. Our claims arising from supplier recourse shall also apply if the goods have been further processed by us or one of our customers prior to their sale to a consumer.

10 Retention of title, confidentiality

10.1. We reserve the right of ownership and copyright to illustrations, calculations, execution instructions, product specifications and other documents. Such documents are to be used exclusively for the contractual service and returned to us after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and insofar as the knowledge contained in the documents provided has become generally known. 10.2. The above provision shall apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items which we provide to the Seller for production. Such items shall – as long as they are not processed – be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss. Any processing, mixing or combination (further processing) of items provided by the seller shall be carried out on our behalf. The same applies if we further process the delivered goods, so that we are deemed to be the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions. 10.3. The transfer of ownership of the goods to us must take place unconditionally and without regard to the payment of the price. 10.4. In the event of a breach of the confidentiality obligations, we are entitled to claim damages. Furthermore, the seller undertakes to pay us a contractual penalty in the amount of 1% of the annual order volume, but at least € 10,000.00.

11. industrial property rights

11.1. The supplier shall be liable for ensuring that the delivery and use of the goods and/or the manufactured product does not infringe patents or other industrial property rights of third parties. If claims are asserted against us by a third party for this reason, the seller shall be obliged to indemnify us against these claims upon first written request and to hold us harmless in all other respects. 11.2. The supplier’s obligation to indemnify relates to all expenses necessarily incurred by us from or in connection with the claim by a third party.

12 Product liability, indemnification, insurance

12.1. If the seller is responsible for product damage, he shall indemnify us against third-party claims to the extent that the cause lies within his sphere of control and organization and he himself is liable in relation to third parties. 12.2. Within the scope of its indemnification obligation, the seller shall bear expenses in accordance with. §§ Sections 683 and 670 of the German Civil Code (BGB) arising from or in connection with claims by third parties, including recall campaigns carried out by us. We will inform the seller about the content and scope of recall measures – as far as possible and reasonable – and give him the opportunity to comment. Further statutory claims remain unaffected. 12.3. The Seller shall take out and maintain product liability insurance with a lump sum cover of at least € 10 million per personal injury and/or property damage. If the business relationship extends to the packaging sector, a flat-rate minimum cover amount of € 2 million is sufficient. The seller is obliged to provide us with corresponding proof of cover on first request.

13. statute of limitations

13.1. The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below. 13.2. Notwithstanding § 438 para. 1 number 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem (Section 438 (1) (1) BGB) shall remain unaffected. Furthermore, claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against us – in particular in the absence of a limitation period. 13.3. The limitation periods of the law on sales, including the above extension, apply – to the extent permitted by law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.

14 Place of performance, place of jurisdiction, applicable law

14.1. Unless otherwise contractually agreed, the place of performance for payments and deliveries shall be our registered office in 84453 Mühldorf (Germany). 14.2. If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in 84453 Mühldorf (Germany). The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GPC or an overriding individual agreement or at the Seller’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive responsibilities, remain unaffected. 14.3. These GTCP and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, private international law and in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

15. arbitration tribunal

15.1. All disputes arising out of or in connection with this contract or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law. 15.2. The arbitration tribunal shall consist of a single arbitrator. 15.3. The place of arbitration is Munich and the language of the proceedings is German. 15.4. The applicable law in this matter is German law.

16. code of conduct for suppliers

16.1. The seller is obliged to comply with the laws of the applicable legal system(s). In particular, it will not participate actively or passively, directly or indirectly, in any form of bribery, violation of the fundamental rights of its employees or child labor. It will also take responsibility for the health and safety of its employees in the workplace, comply with environmental protection laws and promote and demand compliance with this Code of Conduct from its suppliers to the best of its ability. 16.2. If the seller culpably breaches these obligations, we shall be entitled to withdraw from or terminate the contract without prejudice to further claims. If it is possible to remedy the breach of duty, this right may only be exercised after a reasonable period of time to remedy the breach of duty has elapsed without result.

17. data protection

We are entitled to process and store the data about the seller received in connection with the business relationship – even if these originate from third parties – within the meaning of the Federal Data Protection Act and to have them processed and stored by third parties commissioned by us.

18. severability clause

Should individual provisions of this contract be or become invalid, the remaining provisions of this contract shall remain unaffected. In such a case, the parties undertake to replace the ineffective provision with a legally effective provision that comes as close as possible to the economic result of the ineffective provision. The same applies to any loopholes in the contract.

19 Final provisions

Only the German version of these GPC is binding. If the content of the English translation or a translation in another language differs from the German version, the German version shall take precedence over the translation.