General Terms and Conditions of Purchase
borchers fine food GmbH & Co. KG
1. Scope of application
1.1. These General Terms and Conditions of Purchase (hereinafter referred to as "GTCP") shall apply to all contracts concluded by borchers fine food GmbH & Co. KG (hereinafter referred to as "Buyer") with suppliers or service providers (hereinafter referred to as "Seller") for the delivery of goods or the provision of services and are intended exclusively for business relationships with companies.
1.2. Validity of the Terms and Conditions extends not only to the first transactions between the parties, but also expressly to all additional and follow-up orders.
1.3. As per these Terms and Conditions, a merchant is either someone who runs a commercial business or someone who has their company name entered in the commercial register.
1.4. An entrepreneur is a natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, is acting in the exercise of its commercial or independent professional activity. These GTCP shall apply exclusively; any terms and conditions of the Seller that conflict with or deviate from these GTCP shall not be recognised unless the Buyer has expressly agreed to their validity. These GTCP shall also apply if the Buyer accepts the delivery or service without reservation in the knowledge of conflicting or deviating terms and conditions of the Seller.
1.5. These GTCS shall also apply to all future transactions between the contractual parties, even if they are not expressly agreed anew.
1.6. The Buyer shall be entitled to amend or supplement these GTCP at any time. Customers shall have the right to object to any such amendment. If the objection is not made in text form within four weeks of receipt of the notification of amendment, these shall become effective in accordance with the respective amendment. Sellers shall be informed in text form at the beginning of the period that the notification of change shall be deemed accepted if no objection is made within four weeks
2. Conclusion of contract and contract amendments
2.1. Orders placed by the Buyer are only legally binding if they are made in writing or in text form. The Buyer shall be entitled not to accept deliveries without a prior binding order. Any ambiguities within an order must be clarified by the Seller with the Buyer in writing or in text form.
2.2. The Seller shall confirm the order within three (3) working days or fulfil it by dispatching the goods without reservation.
2.3. Orders, contracts and call-offs as well as amendments and supplements thereto must be made in text form.
2.4. Amendments or additions to a contract, including these GTCP, must be made in text form to be effective.
3. Delivery and delay
3.1. The agreed delivery dates and deadlines are binding.
3.2. Deliveries must be made within the agreed deadlines to the receiving centre specified by the Buyer.
3.3. The Seller is obliged to inform the Buyer immediately in writing if circumstances arise or become recognisable which indicate that the agreed delivery date cannot be met, otherwise it can no longer invoke such circumstances at a later date.
3.4. In the event of a delay in delivery, the Buyer shall be entitled to the statutory claims, in particular the right to cancellation and compensation. Acceptance of a delayed delivery or service does not constitute a waiver of claims for compensation. The Seller shall also be liable for such damages incurred by the Buyer as a result of claims by third parties due to delayed delivery, insofar as these were foreseeable at the time the contract was concluded.
4. Prices and terms of payment
4.1. The agreed prices are fixed prices and, unless otherwise agreed, include delivery "free domicile" and packaging.
4.2. Invoices shall be sent digitally to [email protected] after delivery or performance of the service, stating the order number.
4.3. Unless otherwise agreed, payments shall be made within 45 days of receipt of the invoice and delivery of the goods or provision of the service.
5. Transfer of risk, dispatch, packaging
5.1. The risk is only transferred to the Buyer upon proper delivery of the goods at the agreed place of fulfilment.
5.2. Shipping shall be at the Seller's expense. The goods must be properly packed in order to avoid transport damage.
5.3. The Seller is obliged to use environmentally friendly packaging materials.
6. Quality standards, inspection for defects and warranty
6.1. The Seller warrants that the delivered goods comply with the procurement specifications previously approved with the Buyer, which are agreed separately. The Buyer may request samples and analyses to ensure these standards.
6.2. The purchase of the goods to be delivered is exclusively subject to a positive analysis result. Depending on the raw material, this certificate of analysis shall be based either on a batch-specific certificate of analysis to be submitted or on a batch-specific release sample, which shall be subjected to an external analysis (duration: approx. 14 days) by the Buyer. The delivered goods shall be thoroughly inspected by the Buyer to ensure that they meet the agreed quality requirements.
6.3. In the event that the Buyer identifies defects, the Seller is obliged to rectify the defects immediately or provide a defect-free delivery. The Buyer's statutory claims for defects shall remain unaffected.
7. Liability
7.1. The Seller shall be liable in accordance with the statutory provisions.
7.2. The Seller shall indemnify the Buyer against all third-party claims asserted due to defects, infringements of industrial property rights or other breaches of duty by the Seller.
8. Confidentiality
8.1. The Seller is obliged to keep secret all information of which it becomes aware in connection with the business relationship with the Buyer and which is labelled as confidential or is confidential in nature.
8.2. This confidentiality obligation shall also apply after termination of the contractual relationship.
9. Retention of title
9.1. Title to the delivered goods shall pass to the Buyer upon full payment.
9.2. Any prolonged or extended retention of title by the Seller is excluded.
10. Intellectual property rights
10.1. The Seller guarantees that the delivery and use of the goods delivered or services rendered do not infringe any third-party rights, in particular copyrights, patents, trademarks or other intellectual property rights.
10.2. The Seller shall indemnify the Buyer against all third-party claims resulting from the infringement of any such rights.
10.3. All documents, drawings, samples and other information provided by the Buyer shall remain the intellectual property of the Buyer and may only be used by the Seller within the scope of the purpose of the contract.
11. Data protection
11.1. The Buyer shall process personal data of the Seller in accordance with the applicable data protection laws.
11.2. The Seller undertakes to process all personal data transmitted to it only within the scope of the contractually intended purposes.
12. Place of fulfilment, place of jurisdiction and applicable law
12.1 Unless otherwise agreed, the place of fulfilment for deliveries and services shall be the Buyer's registered office.
12.2. The place of jurisdiction is Oyten.
12.3. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the provisions of private international law.
13. Severability clause
Should any provision of these GTCP be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same shall apply to any possible gaps in the provisions.
14. Final provisions
14.1. Amendments or additions to these GTCP must be made in writing.
14.2. Ancillary agreements do not exist.
14.3. The Seller may not transfer rights and obligations arising from this contract to third parties, either in whole or in part, without the prior written consent of the Buyer.
