GENERAL CONDITIONS OF PURCHASE
1. Conclusion of contract, formal requirements
For all legal relationships between the supplier and Panther UG (limited liability) (hereinafter referred to as Panther), the following general terms and conditions of purchase (hereinafter referred to as AEB) of Panther apply exclusively. Conditions of the supplier and deviating agreements only apply if Panther has acknowledged them in writing. Neither silence nor acceptance of the service or its payment by Panther shall be deemed to be acknowledgment. The delivery contract and any changes, ancillary agreements, declarations on its termination and other declarations and notifications must be in text form within the meaning of Section 126b of the German Civil Code (BGB), unless otherwise specified in these AEB.
2. Delivery, Shipping
Deliveries shall be made "free domicile" to the storage location specified by Panther, unless otherwise specified, including packaging and preservation. Shipment shall be made at the risk and expense of the supplier. The supplier shall not be entitled to make partial deliveries, unless Panther has expressly agreed in writing to a partial delivery in the respective individual case upon prior request of the supplier in this respect.
3. Delivery times, delays in delivery
Agreed dates and deadlines are binding. Receipt of the goods by Panther or by a recipient designated by Panther is decisive for compliance with the delivery date or the delivery period. The supplier must immediately notify Panther in writing of any discernible delay in its performance, stating the reasons and the expected duration of the delay. If the supplier fails to provide the aforementioned written notification, Panther is entitled to demand a contractual penalty from the supplier. This amounts to 0.5% of the net order value per omitted advertisement. The supplier can only invoke causes of a delay for which he is not responsible if he has complied with the duty of notification. If the supplier is in default with the delivery, Panther is entitled to demand a contractual penalty from the supplier. This amounts to 0.5% of the net order value for each started week of delay, but a maximum of 5% of the net order value. The legal claims to which Panther is entitled due to delay are not affected by the agreement of the contractual penalty or its assertion. Any contractual penalties paid shall be offset against claims for damages. The contractual penalty can be asserted by Panther until the goods delivered late have been paid for.
4. Quality, Acceptance
The supplier guarantees that the goods correspond to the agreed qualities. The following minimum requirements must be met for all goods to be delivered by the supplier to Panther: • The applicable food law regulations and in particular the principles of food hygiene must be observed. The basis is the current status of the Food Hygiene Regulation (VO (EG) 852/2004). • Each product has the respective applicable legal regulations in its content composition and declaration, such as the German Food and Feed Act (LFGB), applicable (EG / EU) regulations, in particular the Food Information Regulation (VO (EU) No. 1169/2011 ), to comply with the respective implementation regulations, DIN/ISO standards and other food law standards/recommendations in the current version. • Analysis methods according to § 64 LFGB are to be applied for the determination of analytical key figures. • Allergens contained in the products as well as possible cross-contamination must be fully reported in advance and properly declared. In this respect, the legal basis is formed by the corresponding current German and international regulations in their respective current versions. • In particular, the supplier also guarantees that the goods delivered by him do not contain any genetically modified organisms (GMO) in accordance with the regulation on genetically modified food and feed (Regulation (EC) No. 1829/2003) and that GMOs are also not included in the manufacturing process be used. This also applies to all raw materials used, including additives and flavors. • The supplier must take preventive protective measures to secure the production site (food defence) against possible willful manipulation (physical, chemical or biological contamination, sabotage, espionage). • If there is a product supply agreement, the supplier must provide an analysis certificate from an independent, accredited laboratory for each product, which confirms the marketability of the product for the German/European market. Panther has the right at any time to commission a laboratory in its own name and for the account of the supplier. Panther will inform the supplier in advance that the laboratory will be commissioned. Based on the agreed product specification, Panther only carries out an incoming goods inspection to the extent of a minimum inspection with regard to externally visible damage and deviations in identity and quantity that are visible on the delivery note. Panther will immediately give notice of any obvious defects. In addition, Panther will immediately give notice of hidden defects as soon as they are determined in the normal course of business. In this respect, the supplier waives the objection of delayed notification of defects. If defects are found, Panther is entitled to return the defective goods at the suppliers expense after a reasonable deadline for collecting the goods has expired without result. In the event of significant quality defects or recall campaigns, Panther reserves the right to charge an administration fee of up to €500.00.
5. Prices, terms of payment
The agreed prices are fixed prices. Unless otherwise agreed, payment is made within 14 days with a 3% discount or within 45 days without deduction. The period begins upon receipt of the contractually owed service from the supplier and a proper and verifiable invoice. If early deliveries are accepted, the period begins at the earliest with the agreed delivery date and with receipt of a proper and verifiable invoice. The choice of payment method is left to Panther.
6. Assignment Prohibition
The supplier is not entitled to assign claims to which it is entitled against Panther or to have them collected by third parties. The regulation of §354a HGB remains unaffected.
7. Warranty, Guarantee
If the delivery item is defective, Panthers claims are based on the statutory provisions, unless otherwise stated in the following provisions. The supplier is responsible for all claims asserted by third parties for personal injury or damage to property that can be traced back to a defective product delivered by him. He is obliged to release Panther from the resulting liability. If Panther is obliged to carry out a recall campaign against third parties because of a defective product delivered by the supplier, the supplier shall bear all costs associated with the recall campaign. In the event of a recall, Panther reserves the right to charge an administration fee of up to EUR 500.00 per recall and EUR 50.00 per retail store supplied to the Panther customer. Unless otherwise required by law, the supplier shall be liable for defects that occur within 36 months of receipt of the delivery by Panther or acceptance (if such is stipulated by law or contract). In the case of supplementary performance, this period is extended by the time in which the delivery item cannot be used in accordance with the contract. The same deadlines apply to supplementary performance. The statute of limitations for claims due to defects in the delivered goods occurs at the earliest 2 months after the end customers claims have been satisfied. This expiry suspension ends no later than 5 years after delivery to Panther. The supplier is obliged to maintain adequate insurance cover for the duration of the delivery relationship, in particular for all risks listed in Section 6. The supplier must provide proof of this at Panthers request.
8. Self-Reason by Panther
After informing the supplier, Panther can carry out the supplementary performance itself or have it carried out by third parties if there is a particular urgency. There is a particular urgency if the supplier cannot carry out the supplementary performance himself after setting a deadline for immediate supplementary performance and Panther, taking into account the circumstances of the respective individual case, in particular to prevent unusually high damage or to maintain Panthers ability to deliver to its customers, it is not possible and unreasonable to have the supplementary performance carried out by the supplier. The supplier shall bear the costs incurred as a result.
9. Damage to reputation and return of goods
The supplier undertakes to do everything and not to refrain from doing anything to prevent damage to the reputation and business of Panther and/or its customers. In particular, the supplier undertakes to sell goods whose actual marketability is reduced due to official information and/or media reports or whose further sale could damage the good reputation of Panther and/or the customer at his own expense, waiving the purchase price or reimbursement of the take back the purchase price already paid. This does not apply if Panther is responsible for the reduced marketability or suitability for damage to reputation or if Panther was aware of this at the time the contract was concluded. When assessing the question of whether there is reduced marketability or suitability for damage to reputation, the decisive factor is whether the high level of trust placed in the product range by Panther customers and their satisfaction with the product could be impaired.
Substances, parts, containers, packaging or the like (provisions) provided by Panther remain the property of Panther. In the case of processing, connection or mixing of items provided, Panther receives co-ownership of the new product in the ratio of the value of the item provided to the value of the entire product. The supplier is not entitled to a right of retention, regardless of the reason, for the materials provided. Provisions may not be made accessible to third parties and may not be used for purposes other than those agreed.
11. Third Party Rights
The supplier is liable for ensuring that the delivery of the goods does not violate the rights of third parties, i.e. in particular property rights, sales connections or industrial property rights of any kind, such as patents, trademarks, utility models, design patents, copyrights, etc. In the event of culpable infringement, the supplier shall indemnify Panther against all third-party claims.
The supplier shall treat the information provided to him by Panther confidentially, shall not make this accessible to third parties (including sub-suppliers and companies affiliated with the supplier) without Panthers written consent and shall not use it for purposes other than those specified by Panther. Panther reserves ownership and all other rights (e.g. copyrights) to the information made available by Panther. In the event of a culpable violation of this obligation, a contract fee of €10,000 will be due immediately for each case of culpable violation. The supplier reserves the right to have the adequacy of the contractual penalty determined in court. Any contractual penalties paid shall be offset against claims for damages.
The place of performance for deliveries and services is the destination specified by Panther. German law applies to the contractual relationship with the exception of the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is Aachen, but Panther is entitled to sue the supplier if necessary at another competent court. Should any provision of these GTC be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions.