General Terms and Conditions of Purchase of Rola Weinbrennerei und Likörfabrik GmbH & Co. KG (“Rola”)
Regulations applicable to the agreement
1.1 The legal relationship between us and the Seller is exclusively governed by these General Terms and Conditions of Purchase. Agreements deviating from our General Terms and Conditions of Purchase, in particular conditions of the Seller to the contrary, are only valid with our explicit written confirmation. This also applies if provisions to the contrary are enclosed to the offer or any order confirmation of the Seller or mentioned herein. If these General Terms and Conditions do not contain any particular provisions, the legal provisions apply.
1.2 The performance by third parties of services owed by us without our prior written consent is excluded.
2.1 Agreed delivery dates are fixed dates and must be strictly complied with. The continuation of our interest in the receipt of the goods is subject to the compliance with the date of delivery.
2.2 As soon as the Seller expects that stipulated delivery dates cannot be complied with, they shall inform us immediately and indicate the reasons and estimation duration of the delay.
2.3 The transport risk is borne by the Seller.
- Guarantees, defects of the goods
3.1 The Seller guarantees that the goods delivered by them correspond to the contractual agreements between the parties in view of their composition, quality, packaging, declaration and specifications. The Seller further guarantees that the goods comply with the legal provisions of the country in which they shall be delivered and are marketed. The Seller guarantees in particular compliance with the provisions of the applicable local food laws of the relevant country.
3.2 If the supply agreement is based on a sample provided by the Seller and accepted by us, the Seller shall effect all deliveries and – if agreed – partial deliveries in a quality and composition corresponding to that of the sample. The delivery is then effected with the explicit guarantee that all deliveries and partial deliveries have the characteristics of the sample.
3.3 The Seller further guarantees that the goods are free from third-party rights, in particular that there are no property rights of third parties with respect to the goods and no domestic and foreign industrial property rights or other ancillary copyrights which could be violated due to the delivery to us or any resale of the goods to final consumers. The Seller undertakes to examine the industrial property situation with due diligence and to ensure in an appropriate manner that there are no third-party rights with respect to the goods.
3.4 If third parties still claim any rights out of or in connection with the goods, the Seller is obliged to inform us immediately about the claims raised and all facts known to the Seller which are relevant for the assessment of these claims. Then, the Seller shall – after prior coordination with us – reject the claims made by the third party or reach an agreement with such third party; further claims on our part towards the Seller remain unaffected by the foregoing.
3.5 The Seller explicitly waives their right under the assumption of approval of Section 377 HGB under which the goods are deemed accepted if the notification of defects is not effected immediately after identification unless the defect is evident. Even though the Seller has not assumed any warranty for the quality of the goods, they waive the objection that defects remained hidden to us due to gross negligence (Section 442 BGB) in consideration of the organizational structure of our logistics which is known to the Seller.
3.6 If the Seller – due to measures of the authorities in charge of the surveillance of compliance with legal provisions – gains or has gained knowledge that the goods do not comply with the legal provisions of the country in which they shall be delivered and are marketed, the Seller shall inform us immediately about this.
- Legal consequences of violations of obligations
4.1 -Without prejudice to our further rights under Section 437 BGB, we can withdraw from the agreement without notice in case of non-compliance with fixed dates and/or guarantees and/or the obligation item 3.3, sentence 2 without notice.
4.2 Since, in consideration of the organization of our logistics, the continuation of our interest in receiving the goods depends on complete, timely and defect-free delivery, the foregoing also applies if only partial amounts are delivered instead of the agreed amounts at the stipulated delivery dates or if only some of the goods are defective.
- Retention of title and prohibition of assignment:
5.1 Our wholesale customers do not accept any extended retention of title or any assignment of claims towards our company.
Any clause in your terms of delivery that would result in your taking action on our customers shall be agreed to be invalid.
5.2 Assigning any claims of the seller against us to a third party shall be subject to prior written consent.
We are entitled to offset any counterclaim against claims of the Seller against us.
- Termination of the agreement
We may terminate the agreement in the event of a considerable deterioration of the Seller’s financial situation, in particular if lasting seizures or other execution measures are undertaken against the Seller which will jeopardize our claims. The same applies in particular if the Seller requests the opening of insolvency proceedings or comparable legal proceedings or if such proceedings are opened or rejected for lack of assets.
- BSCI Code of Conduct
The “Code of Conduct” of Business Social Compliance Initiative (BSCI) as applicable is an integral part of this agreement as social minimum standard and shall be complied with by the Seller. The following items are of particular relevance:
- Any form of discrimination in terms of employment, remuneration, access to further education, promotion, the termination of an employment relationship or retirement on grounds of sex, age, religion, race, caste, social background, disability, ethnic or national origin, nationality, membership in employee’s organisations including trade unions, political opinion or other personal characteristics is not tolerated.
- Child labour and any form of exploitation is banned according to the provisions of the ILO convention and the United Nations and/or the national laws and is not accepted.
- Any form of forced labour, the retention of identity documents of employees at the beginning of the employment relationship, the exercise of physical punishment, psychological and physical coercion and verbal insults are not accepted. Each staff member may exercise the freedom of assembly and the right to collective bargaining without limitations.
The Seller shall take note of the BSCI Code of Conduct as applicable and keep themselves informed about any and all changes in an independent manner. The set of rules is available for inspection e. g. at www.bsci-eu.com with the link to “documents und bsci tools”.
- Place of jurisdiction, choice of law
9.1 Landshut is the exclusive place of jurisdiction. However, we are also entitled to sue the Seller at the Seller’s general place of jurisdiction.
9.2 The legal relationship between the Seller and us are exclusively governed by the laws of the Federal Republic of Germany. UNICITRAL purchase law does not apply.
- Severability clause
If individual provisions are invalid, the remaining provisions remain fully valid. If applicable, invalid provisions are to be replaced by applicable provisions coming as close as possible to the economic purpose of the invalid provision.