1. General
These conditions apply to all current and future orders for deliveries and other services from Pickenpack Seafoods GmbH.
Additional conditions apply to the delivery of foodstuffs as well as additives and food packaging materials.
Our conditions of purchase apply exclusively; the supplier's conditions of sale and delivery are hereby expressly rejected. They shall not apply even if we do not object to them again. The execution of the order shall be deemed as acceptance of these terms and conditions. Changes, additions and exclusion of these conditions are only effective if they have been confirmed in writing by Pickenpack Seafoods GmbH.
2. Order and order confirmation
Our orders must be confirmed in writing by the supplier immediately after receipt. Verbal agreements must be confirmed by us in writing to be valid.
2.1 Subcontracting of orders to third parties
The passing on of orders to third parties without our written consent is not permitted and entitles us to withdraw from the contract in whole or in part and to demand compensation for damages.
2.2 Secrecy
The supplier shall treat the conclusion of the contract as confidential and may only refer to business connections with us in advertising materials after our written consent.
The contracting parties undertake to treat as business secrets all commercial and technical details which are not in the public domain and which become known to them through the business relationship. Subcontractors shall be bound accordingly.
3. Delivery dates and consequences of delay
The delivery time stated in our order is binding. The timeliness of deliveries shall be determined by the date of receipt at the receiving office specified by us within normal business hours. The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the stipulated delivery time cannot be met. Notwithstanding any other rights, in the event of delay we shall be entitled to demand damages instead of performance and rescission after the fruitless expiry of a reasonable period. If we demand damages, the supplier shall be entitled to prove to us that he is not responsible for the breach of duty. We are entitled, but not obliged, to conclude a covering purchase.
The same shall apply in the event of a delay in performance due to force majeure, e.g. strike and riot, unless the supplier informs us thereof without delay.
If a contractual penalty has been agreed for delay, further claims and our right to withdraw from the contract shall remain unaffected. We may still claim the contractual penalty even if we did not reserve it for ourselves when accepting the performance but demanded it within two weeks of accepting the performance.
4. Transfer of risk and shipment
Pickenpack Seafoods GmbH and the supplier determine the mode of transport by reference to the ICC Incoterms® 2010 rules in the order documents. In any case, however, we have the right to prescribe a specific mode of transport. If no individual agreement has been made, the clause "delivery duty paid" (delivered duty paid, ICC Incoterms® 2010 rules) shall generally apply.
We shall not bear any additional costs for an accelerated transport necessary to meet a delivery date.
Each delivery shall be accompanied by delivery notes with detailed information on the contents as well as complete order identification. As long as these details are missing or incomplete, the goods shall be stored at the expense and risk of the buyer. Advice must be given for deep-frozen goods by 12.00 noon on the day before arrival at the latest.
5. acceptance, default of acceptance
Unforeseen events beyond our control, such as war, danger of war, riot, use of force by third parties against persons and property, sovereign intervention, industrial disputes at our premises or those of our suppliers or customers, fire, interruptions of the intended transport connections as well as shortages of raw materials and energy, which make acceptance or receipt impossible for us, entitle us to postpone acceptance or receipt accordingly and exclude default of acceptance.
6. prices, terms of payment
The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free domicile", including packaging. The return of packaging requires special agreement.
The statutory value added tax is not included in the price.
The supplier shall indicate the order identification and the numbers of each individual item in invoices. As long as this information is missing, invoices are not due.
Unless special agreements exist, Pickenpack Seafoods GmbH will pay with a 2% discount at 14 days or within one month net by cheque or bank transfer. Payment periods shall commence provided that the following conditions are fulfilled
a) complete performance of the Contractor's services,
b) receipt of the duly issued delivery note,
c) receipt by us of the properly issued invoice.
Payments do not constitute recognition of the delivery/service as being in accordance with the contract. We shall be entitled to rights of set-off and retention to the extent provided by law.
7. Warranty - General Provisions
In the event of a warranty claim, we shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier, at our discretion, either rectify the defect or deliver a new item. We expressly reserve the right to claim damages, in particular damages in lieu of performance. In the case of foodstuffs, the supplier shall be responsible for ensuring that the goods comply with German foodstuffs law.
We are entitled to remedy the defect ourselves at the supplier's expense if there is imminent danger or special urgency.
The limitation period is 36 months, calculated from the transfer of risk.
The supplier shall bear the costs and risk of returning defective delivery items.
The above provisions shall apply accordingly to the deliveries and services provided by the supplier under the warranty.
External defects must be notified within 5 working days of receipt at the receiving point specified by us.
External defects are hereby defined without exception as defects which are recognisable from the external packaging condition of the goods and do not necessarily relate to the goods or the foodstuff itself.
Obvious defects shall be notified within 20 working days if they can be detected by a sampling inspection to be carried out by us within an internal sampling plan and within the scope of a specified interval inspection.
Open defects are hereby defined as defects that can be detected by simple functional testing and visual inspection and, in the case of foodstuffs, by simple sensory testing.
Hidden defects may also be notified later, but immediately after detection.
Hidden defects are defined as defects which either do not relate to the entire delivery quantity and thus only to a partial quantity and/or can only be detected by analytical and/or microbiological examinations and/or only become apparent in the course of further use.
Technical properties disclosed by means of a data sheet, specification, technical information sheet or similar shall be deemed to be contractually guaranteed properties of the object of the Contractor's delivery/service.
In the case of delivery contracts or recurring deliveries of the same goods, we reserve the right to inspect the deliveries at a fixed delivery interval and also to complain about deliveries not inspected by us until the expiry of the warranty period and/or, in the case of foodstuffs, until the expiry of the assigned best-before date, provided that any defect that has occurred was not caused by ourselves or improper storage within our area of responsibility.
The supplier warrants that the delivery/service will not cause any infringement of law, in particular with regard to compliance with laws, regulations or other provisions of any official body. The supplier is obliged to inform us immediately if the goods to be delivered by him are subject to an export licence requirement.
8. Special obligations of the supplier when supplying foodstuffs
8.1 Duties of care under food law
The supplier shall inspect the goods to be delivered for compliance with the provisions of the specifications, the LMBG and the other laws, ordinances and directives under food and competition law prior to our delivery. Among other things, chemical-biological, sensory and other usual examinations specific to the product are necessary for each batch. Records of the tests are prepared and made available to us on request for a period of up to 5 years after delivery.
In accordance with the Lot Identification Ordinance, the supplier shall identify each batch by means of a corresponding marking which enables proof of the respective raw material purchase and shall ensure that the corresponding examination protocols can be assigned to each batch.
The supplier guarantees that only approved raw materials, additives, auxiliary substances, preservatives, dyes, etc. are used and that the manufacturing methods, labelling and equipment, including the identification of additives and foreign substances, comply with the statutory provisions. The supplier shall indemnify us and our customers against all claims under civil and criminal law which are brought against them in the event of a breach of these regulations.
We are entitled to demand proof of origin, quality, processing and quality controls from the supplier to the extent that the supplier is entitled to demand proof from his suppliers. He shall oblige his suppliers to provide him with corresponding evidence. In this respect, the supplier shall assign its own claims to us upon request. For each case in which, after our request, no inspection records are submitted for a specific batch or these cannot be clearly allocated, the supplier undertakes to pay a contractual penalty in the amount of € 1,250.00, but not more than 5 % of the delivery value.
8.2 Measures to promote conservation fisheries
In order to promote stock-conserving fisheries, we only use fish raw materials for which the measures listed below are confirmed by the seller. Monitoring is carried out via the respective raw material specification as well as our corresponding audits of the suppliers.
The raw material supplier confirms that he is neither directly nor indirectly involved in the processing of or trade with fish species that are threatened with extinction and are protected by law.
The raw material supplier confirms that the fish supplied originates from sea areas for which total allowable catches (TACs) or comparable international catch regulations exist.
The supplier of the raw material confirms that the relevant legal provisions have been complied with when catching the fish supplied.
The supplier of raw materials shall inform Pickenpack Seafoods GmbH of the catch area and the catch method for each batch.
The raw material supplier confirms and assures that the raw materials purchased and used by him are caught, transported and processed exclusively by registered and authorised vessels/factories and that the raw materials do not originate from illegal fishing.
The supplier of raw materials shall use appropriate systems and facilities to ensure that the raw materials used can be traced back at all previous stages of production to the respective catching vessel, including the corresponding registration and IMO number.
The supplier of raw materials shall regularly and independently inform himself, without being requested to do so, about the "black lists" of illegally operating fishing vessels published by NAFO, NEAFC and other relevant organisations and shall demonstrably ensure that he does not procure any materials from such vessels.
8.3 Compliance with ETI-Base Code and BSCI Code of Conduct
The supplier undertakes to comply with the laws applicable in the respective country. The supplier is aware of its social responsibility towards its employees and undertakes to comply with the principles and objectives of the ETI Base Code and the BSCI Code of Conduct in their respective valid versions. The supplier shall take measures to ensure that all its business partners involved in the production processes along the upstream supply chain comply with these requirements in the same way.
8.4 Quality Management/Product Safety
The supplier undertakes to set up a quality management system, e.g. based on the International Food Standard, BRC Global Standard (food) or DIN EN ISO 9001:2000 with corresponding documentation.
The supplier undertakes to implement a HACCP concept and to document the traceability in accordance with the requirements of Regulation 178/2002 of the European Parliament and of the Council of 28.01.2002 and Regulations 852/2004 and 853/2004 of the European Parliament and of the Council of 29.02.2004. We have the right to check compliance with the HACCP concept by means of spot checks.
We or an expert (auditor) commissioned by us shall be entitled to inspect the documentation within 2 weeks after prior notice. In addition, the supplier and/or producer shall grant an auditor authorised and commissioned by us unrestricted access to its production facility and actively support the auditor in carrying out corresponding audits.
In this respect, the supplier shall submit the relevant documents upon request.
8.5 Manufacturer's liability
Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties on first demand, insofar as the cause falls within his sphere of control and organisation and he himself is liable in relation to third parties.
Within the scope of his liability for cases of damage within the meaning of the preceding paragraph, the supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB which result from or in connection with a recall action carried out by us. We shall inform the supplier about the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give him the opportunity to comment. Other legal claims shall remain unconsidered.
The supplier undertakes to maintain a product liability insurance with a sum insured of € 10 million per personal injury/property damage - lump sum - for the duration of this contract, i.e. until the respective expiry of the limitation period for defects; if we are entitled to further claims for damages, these shall remain unaffected.
9 Samples, taking of samples
We are entitled, at our discretion, both to demand samples of the manufactured products from the current production from the manufacturer and to buy them from the subsequent trade levels through their field service and to have them examined by commissioned institutes or chemical laboratories. In the event of complaints, the costs shall be borne by the supplier. Pickenpack Seafoods GmbH will send the supplier copies of the test results. Such samples may be requested up to a maximum of 4 times a year.
10 Packaging
The goods are to be packed in such a way that transport damage is avoided. Packaging materials shall only be used to the extent necessary to achieve this purpose and must comply with the applicable statutory regulations in terms of their composition. Only environmentally friendly packaging materials may be used. The contractor's obligation to take back packaging shall be governed by the statutory provisions.
The costs for the disposal of sales packaging and for the disposal of transport packaging shall be borne by the supplier unless otherwise agreed. 11.
11 Retention of title by the supplier
Any retention of title on the part of the supplier shall cease to apply to deliveries and/or services paid for.
12 Place of Performance and Jurisdiction
The place of performance for the supplier's delivery obligation is the specified place of delivery. Lüneburg is agreed as the place of jurisdiction for all legal disputes arising from the contractual relationship as well as its origin and effectiveness with order recipients who are registered traders. The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980.
13. final provisions
Should individual parts of these provisions be or become invalid in the future, this shall not affect the validity of the remaining provisions.
Status: April 2017