Terms and conditions of purchase

1. general
All orders placed by Toffee Tec GmbH, Sweet Tec GmbH, Ragolds GmbH, Ragolds Management Service GmbH and Sweet Pack Tec GmbH (hereinafter: “we” or “us”) for the delivery of goods and provision of services (hereinafter jointly: “Deliveries”) and all business relationships between us and the sellers, service providers or suppliers (hereinafter jointly: “Seller”) established thereby shall be governed exclusively by the following Terms and Conditions of Purchase. Unless otherwise agreed, the Terms and Conditions of Purchase shall also apply as a framework agreement for future contracts without us having to refer to them again in each individual case. We hereby expressly object to any other terms and conditions of the respective Seller.

However, the prerequisite for the validity of these Terms and Conditions of Purchase is that the Seller is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.

Individual agreements made with the Seller in individual cases (including collateral agreements, supplements and amendments) shall in any case and irrespective of formal requirements take precedence over these Terms and Conditions of Purchase. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements. Unless expressly stipulated otherwise, transmission by e-mail, fax, letter, other electronic form (e.g. via SAP) or text form shall suffice to comply with the written form requirement under these Terms and Conditions of Purchase.

2. partial invalidity
Should individual provisions of these Terms and Conditions of Purchase be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.

3. placing of orders
Orders from us are always placed in writing. The content of orders placed verbally shall only be binding if it is confirmed in writing.

4. order confirmation
Orders placed by us must be confirmed in writing within a period of three working days or executed without reservation (e.g. by dispatching the goods). Any later confirmation or confirmation deviating from the order shall be deemed a new offer and shall require our acceptance.

The quantities specified in the orders may only be exceeded or fallen short of with our consent. Consent shall be deemed to have been given if the ordered goods are delivered in silo vehicles as bulk or liquid goods and the deviation amounts to a maximum of +/- 3% of the total quantity.

5. delivery date, default, default lump sum, performance by third parties
Agreed delivery dates (deadline, date and/or time) are binding. If the seller recognizes that he will not be able to fulfil his contractual obligations in whole or in part or not in time, he must inform us immediately in writing, stating the reasons.

In the event of non-compliance with agreed delivery dates, the Seller shall be in default without further reminder, unless the Seller is not responsible for this. In the event of default, we shall be entitled to our statutory rights; in particular, we shall be entitled (i) to continue to demand delivery or, after the fruitless expiry of a reasonable grace period, (ii) to withdraw from the contract or (iii) to assert claims for damages instead of or in addition to performance (including costs for covering purchases, if applicable).

In addition, in the event of default, we reserve the right to demand lump-sum compensation for our damage caused by default in the amount of 1% of the order value affected by the default per completed calendar week, up to a maximum of 5%. 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. The lump-sum compensation for damages caused by delay shall be offset against any damage actually incurred.

Without our prior written consent, the Seller shall not be entitled to render partial performance or to have the performance owed by it rendered by third parties (e.g. subcontractors). In the event that services are provided by third parties with our consent, the Seller shall ensure that the provisions of the relevant order, including these Terms and Conditions of Purchase (in particular clause 13), are complied with. When commissioning third parties, the Seller must also ensure and take appropriate measures to check that third parties comply with the applicable environmental, labor and social security standards (e.g. with regard to work permits, minimum wage, occupational safety).

6. deterioration of financial circumstances
In the event of a not insignificant deterioration of the seller’s financial circumstances, we have the right to withdraw from the order by means of a unilateral written declaration, provided that fulfillment of the order in accordance with the contract can no longer be expected.

7. prices
The prices quoted are fixed prices (pure value of goods without VAT) and include packaging and freight costs DDP, place of delivery specified by us (Incoterms® 2020). Returnable containers shall be returned by the Seller at its own expense.

8. transfer of risk
The agreed place of delivery (see clause 7) is also the place of performance for the delivery and any subsequent performance (obligation to deliver). The risk of accidental loss and accidental deterioration of the ordered goods shall only pass to us when the ordered goods are handed over to us at the place of performance, even if shipment has been agreed.

9. insurance, product and other liability
The seller has sufficiently covered product liability insurance for personal injury and property damage. Proof of insurance cover must be provided at our request.

The Seller shall indemnify us against all third-party claims asserted against us on the basis of product liability laws or other legal bases, insofar as these have their cause in his sphere of control and organization and for which he himself is liable in the external relationship (e.g. due to a defect in the product purchased by us from the Seller and placed on the market). Within the scope of its indemnification obligation, the seller must reimburse the necessary expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) that arise from or in connection with claims asserted by third parties, including product recalls carried out by us. We shall inform the seller of the content and scope of recall measures and give him the opportunity to comment.

In all other respects, the Seller’s liability shall be governed by the statutory provisions, unless otherwise stipulated in these Terms and Conditions of Purchase.

We shall only be liable to the Seller for damages up to a maximum amount of 10% of the respective order value. This does not apply and our liability is unlimited (i) in cases of intent and gross negligence, (ii) in the event of injury to life, body or health, (iii) within the scope of expressly assumed guarantees or (iv) in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner regularly relies and may rely (“cardinal obligation”). These liability rules also apply mutatis mutandis to the conduct of and claims against our employees, legal representatives and vicarious agents.

10. invoice and payment
Invoices for executed orders must be sent to us by the seller in proper form upon dispatch of the goods directly by e-mail to the address specified in the order and must contain the following information, among other things:

Our order and customer number, customer article number of each delivered product, wagon/truck or container number, number, type and weight of individual packaging, type of packaging, lot/batch number, type, quantity and unit price, total price, VAT identification number and all applicable legal requirements of an invoice. Each order shall be invoiced separately. Unless otherwise agreed in writing, the term of payment is 30 days net or 21 days 3% discount after receipt of goods and invoice.

11. Assignment of claims
The Seller is not entitled to assign existing claims against us or otherwise dispose of them without our prior consent; this does not apply to monetary claims. The Seller shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.

12. notification of defects
As soon as the ordered goods have been received at the agreed place of receipt, we shall inspect them for obvious defects (e.g. externally visible transport damage, delivery note details) in the normal course of business. With regard to the quantity, only the number of pallets entered in the carrier’s transport bill will be acknowledged; the actual quantity received will be determined by our warehouse staff at a later date. We shall notify the Seller of any differences or other defects resulting from the subsequent inspection as soon as they are discovered. The notification of defects shall in any case still be considered immediate if it is made within 14 days.

13. food law and food safety, compliance
The seller guarantees that the goods comply with the valid food law regulations of the applicable German and European law, in particular the German Food, Commodities and Feed Code.

The Seller undertakes to refrain from any unauthorized additives and false declarations in the goods and to take the legally prescribed measures to ensure food safety (including in accordance with the German Food Hygiene Regulation and Regulation 852/2004/EC on the hygiene of foodstuffs) in order to prevent contamination and/or adulteration of the goods. We shall be entitled, after reasonable advance notice and with due regard to the Seller’s operating procedures and confidentiality interests, to carry out suitable inspections at the Seller’s premises regarding compliance with the applicable food law requirements and the Seller’s measures to ensure food safety and to prevent unauthorized contamination and adulteration (in particular “food fraud”). The Seller shall cooperate with us in good faith in complying with the relevant requirements, where necessary.

The seller is obliged to comply with the provisions of the Supply Chain Duty of Care Act and the other human rights and environmental requirements specified by us, of which we inform the seller, and to address them appropriately along the supply chain.

14. confidentiality
The Seller is obliged to treat all information or documents from us which become accessible within the scope of the contractual relationship and which are designated as confidential or are recognizable as confidential according to the other external circumstances (hereinafter: “Confidential Information”) with the same care as corresponding own confidential documents and knowledge, to keep them secret from third parties and to use them only for the purpose of executing the contract. The confidentiality obligation applies to Confidential Information in any form (written, verbal, electronic) and irrespective of whether the Confidential Information is classified as business secrets within the meaning of the German Business Secrets Act (GeschGehG).

The Seller is entitled to pass on Confidential Information to its own employees, upstream suppliers or subcontractors (insofar as permitted under Section 5 (4)), insofar as they in turn are obliged to maintain confidentiality in a corresponding manner and insofar as their knowledge is necessary for the performance of the contract.

Excluded from the obligation to maintain confidentiality is information that (i) was expressly exempted by us from a confidentiality obligation, (ii) was already known to the Seller without breach of a confidentiality obligation prior to disclosure, (iii) was already public at the time of disclosure or becomes public without breach of the confidentiality obligation, (iv) was independently developed by the Seller without access to the Confidential Information or (v) must be disclosed by the Seller due to an official order, court decision or legal regulation (in this case we must be informed immediately). Furthermore, mandatory statutory provisions according to which the disclosure of business secrets is permissible shall remain unaffected.

15. industrial property rights of third parties
The Seller warrants that no industrial property rights of third parties are infringed by the products delivered by him. He shall indemnify us against all claims asserted against us by third parties due to the infringement of industrial property rights and shall reimburse us for all necessary expenses in connection with such claims. However, this shall only apply if the seller is at fault.

16. place of jurisdiction, applicable law
The place of jurisdiction for all disputes arising from or in connection with the contractual relationship between the Seller and us, irrespective of the legal grounds, shall be Ludwigslust, provided that 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. 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 Terms and Conditions of Purchase or an overriding individual agreement or at the Seller’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

These Terms and Conditions of Purchase and the contractual relationship between the Seller and us, in which these Terms and Conditions of Purchase are included, shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of law rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).