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General terms of purchasing

General Purchasing Terms and Conditions


§ 1 General

(1) The following Terms and Conditions are an integral part of every
contract concluded by Genuport Trade GmbH and any company affiliated
with it with other companies.
(2) These Purchasing Terms and Conditions apply exclusively. Conflicting
terms and conditions of the business partners only apply if they have been
confirmed by GENUPORT in writing.
(3) Furthermore, these Purchasing Terms and Conditions apply to all
future business transactions without this having to be expressly agreed at
the time of their conclusion. The present Purchasing Terms and Conditions
apply even if GENUPORT accepts goods without reservation in the
knowledge of deviating or conflicting terms and conditions.


§ 2 Contract conclusion

(1) The supplier is obliged to accept GENUPORT's order within a
reasonable period of time, at the latest, however, within a period of 72
hours/three working days.
(2) Delivery time indicated by GENUPORT in the order is binding. The
supplier is obliged to inform GENUPORT immediately in text form if it is
anticipated that the latter will not be able to deliver within the specified
delivery time.
(3) Should the supplier be in default, GENUPORT may, additionally to
further legal claims, seek liquidated damages for default in the amount of 1
% of the net price per completed calendar week, but in total not more than
5 % of the net price of the goods delivered late. GENUPORT reserves the
right to prove a higher damage. The supplier reserves the right to prove
that no damage or lesser damage has occurred.


§ 3 Contract Content

(1) Any agreed prices are for delivery in accordance with individually
agreed INCO terms.
(2) The supplier delivers goods which it has manufactured itself in
accordance with specifications/product data sheets agreed with GENUPORT
with regard to the production process and the product ingredients, or which
it has commissioned to be manufactured on this basis, or which it has
purchased on this basis.
(3) The supplier is required to observe the specifications/product data
sheets at all times and may not modify them without GENUPORT's prior
information or consent (propriety brand) in text form. GENUPORT reserves
the right to change the specifications, in particular, if this should become
necessary due to the relevant food law.
(4) GENUPORT reserves the right to extend the specifications to include
storage and transport requirements and shall inform the supplier
accordingly without delay.

§ 4 Company inspections

(1) GENUPORT has the right to make unannounced inspections of the
supplier's premises where the products are manufactured, as well as all
other premises of the supplier, to inspect documents regarding the
manufacture, storage and transport of the products.
(2) GENUPORT is entitled to request that such inspection and
examination be carried out by an independent company, which GENUPORT
is free to choose for the purpose of such inspection.


§ 5 Retention of documents

The supplier is obliged to keep documents relating to the manufacture,
storage, delivery and sale of the products for a period of at least five years
from the date of delivery and to make these documents available to
GENUPORT upon request.


§ 6 Indemnification

(1) Upon first request, the supplier is obliged to indemnify GENUPORT
against any liability towards third parties or claims of third parties arising
from the manufacture, delivery, storage or use of the delivered goods. This
indemnification obligation does not apply if the claim is based on gross
negligence or intentional breach of duty on the part of GENUPORT.
(2) The supplier is obligated to immediately notify GENUPORT of any
lawsuits filed against it or of the assertion of claims and to provide
GENUPORT upon request with all documents relating to this matter.
(3) During the term of the contract, the supplier is obliged to maintain at
all times a product liability insurance with sufficient minimum coverage of at
least EUR 20 million per case of damage/property damage as well as a
recall cost insurance, which is adequate for the goods to be delivered by it,
and to prove this to GENUPORT annually, without being requested to do so,
by submitting appropriate documents.

§ 7 Warranty
(1) The products, including their declaration and packaging, comply in
every respect with all applicable legal requirements and industry standards
of the country in which they are to be used or sold to end users (country of
sale). Insofar as no country of sale is communicated by GENUPORT, the
Federal Republic of Germany is deemed to be the communicated country of
sale.
(2) The products are safe, marketable in the country of sale, fit for the
intended use and comply with the specifications and the currently valid
GFSI standard in all respects.
(3) The products are labelled in accordance with the specifications and
legal requirements in accordance with the legal situation in the country of
sale and in accordance with GENUPORT's requirements.
(4) Regarding required packaging, the supplier shall provide declarations
of conformity or furnish corresponding evidence of the packaging's
suitability.
(5) Within a reasonable period of time, GENUPORT is obliged to inspect
the goods for deviations in quality and quantity. Notification of defects is
deemed to have been made in due time if it is received by the supplier
within seven working days of the date of receipt of the goods. With regard
to hidden defects, this period only begins with the discovery of the defect.
(6) GENUPORT is entitled to the full extent of the statutory claims for
defects. GENUPORT is in particular entitled to demand, at its discretion,
rectification of the defect or delivery of a defect-free item or compensation
for damages.

§ 8 Quality assurance

(1) The supplier is equipped with a quality assurance system that
complies with the legal requirements in the country of sale and is
continuously developed. The supplier shall maintain complete and
comprehensive documentation that illustrates the implementation of its
measures in this regard in a clear and orderly manner.
(2) The supplier is obliged to have every batch of the products to be
delivered inspected for compliance with the legal requirements of the
country of sale. When requested, the supplier shall submit inspection
reports, declarations of no objection and certificates proving that the
delivered goods and the packaging comply with the applicable legal
regulations in the country of sale as well as the agreed specifications.
(3) The supplier shall inform GENUPORT immediately if circumstances
become known to the supplier, which give rise to doubts about the quality,
safety, or organic quality of the products delivered. Circumstances of this
kind are particularly deemed to exist if a state examination office or a
publicly appointed and sworn expert states in writing that a product
supplied is not marketable, harmful to health or unfit for human
consumption.
(4) Should official investigations reveal a suspicious factor for certain
products in general, the supplier is obliged to commission at its own
expense an analysis of the delivered goods if and insofar as the delivered
goods belong to the products for which the suspicious factor exists.
(5) For each batch of finished goods, the supplier shall retain reserve
samples in the amount of two packaging units for a product-specific period
of time: For products that have a best-before date (BBD) on the packaging,
the supplier shall retain the return samples for the duration of the BBD plus
a further three months. For products for which no BBD is indicated on the
packaging, the supplier shall retain the return samples for a period of three
years from the date of delivery.

§ 9 Force majeure

(1) The contracting parties will be released from their performance
obligations for the duration of the disruption in cases of force majeure, in
particular in cases of disruption of their performance due to pandemics or
epidemics.
(2) Should GENUPORT be unable to accept or store the goods due to force
majeure or the effects of pandemic or epidemic events, GENUPORT is
entitled to demand that the supplier postpone the delivery date to a later
date. During this period, claims for expenses or damages due to delay do
not arise.
(3) In the event that delivery or the acceptance or storage of the goods is
not possible within six weeks after the agreed delivery date, GENUPORT
may withdraw from the contract.


§ 10 Trademark protection, rights of use for own brands

(1) In agreement between the contracting parties, the articles to be
supplied are manufactured on the basis of the product requirement specified
by GENUPORT and confirmed in text form. Any manufacturing by third
parties, subcontractors, or other companies of a group of companies to
which the supplier belongs is subject to GENUPORT's written consent.
(2) To the extent that GENUPORT determines the design and features of
the private label with regard to the products to be delivered, GENUPORT is
the owner of all rights of design and protection in respect of the features of
the private label, the packaging and its design, in particular under
trademark, design patent and copyright law.
(3) The packaging, labelling, presentation and design of the articles will
be agreed upon by the contracting parties.
(4) At no time, even after termination of the contractual relationship, will
the supplier raise any objections to GENUPORT's rights and proprietary
marks or to the use thereof.
(5) Furthermore, the supplier undertakes not to use for itself the
trademarks registered for GENUPORT and the unregistered trademarks,
features and community designs to which GENUPORT is entitled, not to
make them available to the public in a manner similar to a rights holder, not
to apply for them as trademarks or designs or to have them protected.
(6) Should the supplier have developed the features of the private label
exclusively for GENUPORT or have had them developed exclusively for
GENUPORT by third parties, the supplier shall transfer the rights derived
from the copyright to GENUPORT and grant all exclusive rights of use and
exploitation in perpetuity without separate remuneration. This also applies
after termination of the business relationship.
(7) The supplier undertakes to use the features and the name of the
private label exclusively for products for GENUPORT and not to manufacture
products of these private labels for third parties or to sell or otherwise
supply them to third parties.
(8) In the event that a product which is not a GENUPORT private label
product has been jointly developed by the contracting parties, the supplier
undertakes to treat the recipe as strictly confidential, not to use it for any                                                                                                  purpose other than that agreed herein and, in particular, not to pass it on to                                                                                                  third parties.


§ 11 Final Provisions 

(1) The place of performance for payment and delivery of the products is
GENUPORT's registered office in Norderstedt (Schleswig-Holstein),
irrespective of any agreed INCO terms.
(2) German courts have exclusive international jurisdiction for all
disputes. The exclusive place of jurisdiction is Hamburg, alternatively the
registered office of GENUPORT in Norderstedt (Schleswig-Holstein).
GENUPORT is entitled to sue the supplier at the latter's place of business.
(3) The law of the Federal Republic of Germany applies.


Status: May, 2021