General Terms & Conditions

Section 1 - Unless otherwise agreed in writing, these General Terms and Conditions of Purchase (“General Terms”) are applicable to all purchases of goods (“Goods”) and services (“Services”) by Paulig from the Supplier. These General Terms supersede and exclude any other terms and conditions, including but not limited to general terms and conditions of the Supplier, which may be referred to in a quotation, confirmation, invoice or any other document issued by the Supplier.

Section 2 - The following terms have the meaning as set out thereafter:
“Purchaser” or “Paulig”: Panesar Foods Limited and/or any affiliated company which, directly or indirectly, controls or is controlled by or is under common control with Panesar Foods Ltd and which orders or purchases the Goods and/or Services.
“Supplier”: the seller of the Goods and/or Services.
“Specifications”: the description of the Goods and/or Services, contained in the Order or which is referred to in the Order or which has been otherwise approved by the parties and relates to the Goods and/or Services.
“Order”: the purchase order placed by Paulig for the delivery of Goods and/or Services.

Section 3 – The Supplier shall send the Purchaser a written confirmation of an Order. Terms included by the Supplier in the confirmation of an Order, which are not in accordance with the Order, will not come into force unless accepted by the Purchaser in writing. A valid and binding contract shall be considered to be made between the Purchaser and the Supplier when (i) an Order from the Purchaser is accepted by the Supplier in writing; or (ii) the Supplier starts the performance of the Order; or (iii) the Supplier undertakes any other conduct that recognizes the existence of a contract between the parties.

Section 4 - The Goods and Services shall be delivered at the delivery date and location specified in the Order or otherwise agreed between the parties in writing. The delivered Goods and the Services rendered must conform to the Order, Specifications, any other quality requirements agreed upon between the parties and any samples provided prior to delivery as well as be suitable for the purpose for which they are intended. Any change in raw materials, composition or formulation of the Goods or any other change that may affect the quality, fitness or function of the Goods or change in the place of manufacturing thereof or any change in the performance, scope or deliverables of the Services requires the prior written consent of the Purchaser.

The Goods must be packed in such a way that the package protects the Goods against damage and deterioration during shipment, handling and storage. The packaging material used shall comply with applicable EU regulations. The Supplier as well as Goods and Services must always comply with and conform to any and all applicable laws and regulations and authority guidelines, including but not limited to those pertaining to trade sanctions and anti-corruption, data privacy, employment and safety regulations, environmental laws, regulations concerning technical equipment as well as all EU food legislation applicable to raw materials, food contact packaging materials and food products, to the extent applicable to the Goods or the Services. The Supplier shall maintain all necessary permits, licenses and registrations needed for its operations and delivery of the Goods and/or Services to the Purchaser.

Print release for packaging, when relevant, shall be requested by the Supplier from the Purchaser for each print run.
Goods that are food products shall not be irradiated and shall be free from GMO and comply with EU legislation in force regarding GMO and full traceability. In case the Goods have to be shipped or stored in any special way, such as but not limited to cool transport and cool storing, this has to be clearly communicated in writing by the Supplier.

Section 5 – The Supplier shall provide suitable, qualified and experienced personnel to perform any Services. The Supplier shall perform the Services and provide the Service results reliably, timely, promptly, accurately and in all aspects in a workmanlike manner and in accordance with best practices in the relevant industry and generally accepted professional standards. To the maximum extent allowed under applicable law, the employees of the Supplier assigned to perform the Services shall in no circumstances be deemed as employees of the Purchaser regardless of the level of supervision Purchaser may exercise over the employees.
The liability and responsibility of the Supplier under these General Terms and an Order shall also cover the activities or a delivery by a subcontractor appointed by the Supplier for the delivery of Goods and/or Services.

Section 6 - The Purchaser shall, as soon as practicable after delivery, inspect the Goods in respect of the quantity and immediately visible damage. In other respects, the Purchaser has always the right to assume that the Goods are of agreed quality and in conformity with what has been agreed on and has no obligation to make any laboratory analysis or in other ways inspect the Goods upon delivery. Receipt of the Goods/Services does not imply acceptance of the Goods/Services.

Purchaser is entitled to reject the Goods and/or Services, without any costs to Purchaser, if the Goods/Services do not comply with the Specifications, delivery date and/or delivery location, or other requirements set in these General Terms or agreed upon between the parties in writing. In case the Goods/Services are found not to be in conformity with the Specifications or other requirements set in these General Terms or agreed upon between the parties, the Purchaser will as soon as possible give notice to the Supplier specifying the nature of the lack of conformity. The Purchaser is entitled to require the Supplier to, within a reasonable time not exceeding seven (7) calendar days, take back such Goods at Supplier’s expense and to replace them with Goods that meet the requirements as described in these General Terms or to correct the non–conformity of the Goods/Services immediately. Supplier shall compensate Purchaser for all direct damages resulting from such non-conformity.

For the sake of clarity, the Purchaser shall have the right to recall or withdraw Goods from the market which do not comply with the Specifications or which authorities recommend to recall. The Supplier shall compensate for all direct losses and damages related to recall or withdrawal.

If the Goods, which do not conform to these General Terms or the Specifications have been used by the Purchaser or the Purchaser’s customer in another product which due to such non-conformity of the Goods falls short of Purchaser’s or Purchaser’s customer’s expectation, and this non-conformity of the Goods has neither been noticed by the Purchaser, nor should according to these General Terms have been noticed by the Purchaser, the Supplier shall compensate the Purchaser for all direct damages.
In case of non-conformity of the Goods/Services, the Supplier shall investigate the root cause thereof and take corrective actions without undue delay. The Supplier shall inform the Purchaser of any corrective actions taken.

The Supplier is liable for personal injuries and for damage to property the Goods may cause. If a third party makes a claim for compensation of damages or loss caused by the Goods towards the Supplier or the Purchaser, the other party shall be immediately informed thereof. If the Purchaser, on the basis of product liability, is under an obligation to compensate a third party for a damage that the Supplier, on the basis of aforesaid, is liable for, the Supplier shall indemnify and hold the Purchaser harmless for any and all costs and damages, including possible reasonable legal costs, which the Purchaser suffers to pay due to such damage or loss. The Supplier shall without compensation give the Purchaser all documents and material at its disposal and needed by the Purchaser in a pending product liability claim.

Section 7 - Ownership and risk of the Goods are transferred to Purchaser upon delivery, unless (i) otherwise agreed in writing, or (ii) the Goods are rejected by Purchaser in accordance with these General Terms. Unless otherwise agreed the term of delivery of Good(s) shall be DDP (Incoterms 2010). Ownership of the deliverables resulting from the Services are transferred to Purchaser upon delivery.

Upon delivery, Goods that are food products must have at least three quarters (¾) of their aggregate time of usage (Best Before time) left unless otherwise agreed in writing.

Section 8 - The Supplier is not authorized to assign any Order placed by the Purchaser or agreements between the Supplier and Purchaser in whole or in part to third parties without prior written consent from Purchaser. Purchaser is entitled to assign any and all agreements or Orders with the Supplier to its parent company Paulig Ltd or any affiliated company of Paulig Ltd.

Section 9 - The Supplier warrants that the Goods and/or Services or delivery thereof do not infringe any third-party intellectual property or other rights. The Supplier indemnifies Purchaser and its employees against all claims of third parties with respect to damage resulting from the delivered Goods and/or Services infringing third party rights.

Section 10 – If the delivery of Goods and/or Services is delayed and the delay is not attributable to the Purchaser, the Purchaser has the right to demand full compensation from the Supplier for all direct damages suffered. If the delay lasts more than five weeks, the Purchaser has the right to cancel the Order or contract without incurring any liability and the Supplier shall reimburse any direct damages incurred by the Purchaser.

Section 11 - Unless otherwise explicitly agreed, Goods and/or Services have a warranty period of until the expiry of the shelf-life of the Goods in case of food products and in the minimum eighteen (18) months from the delivery of any other Goods and twelve (12) months from the acceptance of the Services. During this period, the Supplier will repair all defects at his expense insofar as they are due to material, construction, or design defects or a deviation from the Specification or any requirements of these General Terms. The warranty excludes wear and tear and/or broken parts due to misuse or lack of maintenance. The Supplier remains, during the warranty period, responsible for any warranty given by other manufacturers of third-party components. No supplementary cost will be charged for any shipment of replacement part, travel, and lodging expenses of a technician if the deficiency is part of the warranty.

Section 12 - The Supplier shall be adequately insured against product liability (insurance covering a minimum of 2 MEUR and including the territories to which the Purchaser is selling the Goods) and other liability risks. The Supplier is likewise obliged to ensure that Goods, as long as they have not yet been delivered to Purchaser's premises, are adequately insured against risks of damage or loss. Evidence of insurances shall be provided by Supplier to Purchaser upon request.

Section 13 - The Supplier shall ensure that its employees and third parties rendering Services to or on behalf of the Supplier comply with any and all applicable regulations and requirements of these General Terms. The Supplier is liable for its employees and third parties rendering Services to the Supplier regarding the execution of the Services and production of the Goods.

Section 14 - Purchaser shall be entitled to terminate partially or fully an Order or suspend payments related to the same by providing a written notice to the Supplier, with immediate effect in case of:

1. (a failure by the Supplier to perform one or more obligations under an Order or these General Terms which has not been rectified within ten (10) business days of a written notice thereof;
2. insolvency of the Supplier, a filing of a petition for or a declaration of bankruptcy or a procedure of judicial reorganization by the Supplier;
3. termination of the business of the Supplier.

Section 15 - The Purchaser has with three (3) days’ notice the right to carry out inspections of the Goods before delivery and the right to inspect the premises of the Supplier during normal working hours (or, in case the Supplier is not the manufacturer of the Goods, also the manufacturer’s premises). Inspections performed before delivery will not reduce Supplier’s duties or liability. At all times Purchaser is authorized, but not obliged, to check or inspect the Goods (including the manufacturing conditions) or Services, irrespective of where these Goods may be or where the Services are being carried out. Purchaser is always entitled to enter the premises of the Supplier to perform such inspections and examinations.

Section 16 - The price of the Goods and/or Services shall be as set forth in the Order. Prices include all materials, licenses and labour expenses, but do not include value added or similar taxes. Such taxes and duties, when applicable, shall be added to the Supplier’s invoices. Unless otherwise agreed in writing, invoicing shall be made by sending one invoice per purchase order and the invoice may not be dated prior to delivery. Unless otherwise agreed in writing, Purchaser shall not be obliged to pay any invoices which have been submitted later than ninety (90) days after the performance of the Services or delivery of the Goods, which the respective invoice pertains to. Any expenses for materials or travel shall be reimbursed by Purchaser only to the extent they are expressly agreed in the Order or otherwise in writing by the Purchaser and shall be invoiced separately.

Unless explicitly agreed otherwise in writing, the term of payment is 60 (sixty) days from the date of invoice. All invoices from the Supplier shall refer to the relevant Order(s). Payment by Purchaser does not constitute acceptance of the Goods and/or Services by the Purchaser.

The Purchaser has the right to set off payments due from the Supplier from any payment due to the Supplier.

Section 17 - All intellectual property rights and the know-how which the Purchaser, or any affiliated company of the Purchaser, possesses at the time of entering into a contract, is and will remain the property of the Purchaser or the relevant affiliated company. The Supplier shall not acquire any intellectual property rights whatsoever herein.

The Supplier grants a non-exclusive, eternal, irrevocable, global right to use any intellectual property rights related to the Goods and/or the Services provided by the Supplier. All Specifications, recipes, designs, drawings, models, sketches, slides, software and/or other aids, supplied or developed by Purchaser or acquired, developed and/or designed by the Supplier on behalf or for account of Purchaser, remain the property of Purchaser. In relation to Goods that are food products, all recipes and Specifications shall belong to the Purchaser. The Supplier shall maintain such Specifications, designs, drawings, models, sketches, slides, software and/or other aids in good condition and store them separately and mark them as property of Purchaser and return them to Purchaser upon termination of the Order or at any other moment upon request from Purchaser.

The Supplier shall keep any information regarding Purchaser and Purchaser’s affiliated companies and their business, the Goods, Services, Orders and/or agreements between the parties confidential. The Supplier ensures that its employees and third parties rendering Services to the Supplier also keep aforementioned information confidential.

Section 18 - Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, provided that the non-performing party is without fault in causing such default or delay, and that such default or delay could not have been prevented by security measures and cannot be by passed by the non-performing party using alternative sources, workaround plans or other measures.

A party shall be relieved from its contractual obligations under this section only if it

1. informs the other party thereof promptly after the appearance of the force majeure event;
2. takes all appropriate measures in the force majeure situation that can reasonably be expected from an actor within its field of business; and
3. takes all reasonable measures to mitigate the damages due to the force majeure and to secure the provision of the agreed Goods and/or Services.

A party can terminate an Order in case the force majeure of the other party lasts more than five (5) weeks.

Section 19 - All Orders and agreements are subject to the law of the country of domicile of the Purchaser. The parties shall attempt to settle any dispute arising from or in connection herewith amicably. To the extent an amicable solution is not reached within four (4) weeks of a party issuing notice of dispute to the other party, any dispute, controversy or claim arising out of or relating to the Order, or the breach, termination or validity thereof or these General Terms shall be finally settled by arbitration in accordance with the Arbitration Rules of the central Chamber of Commerce of the country of the domicile of the Purchaser. The language of the proceedings, documentation and decision shall be English.

Section 20 - If any term or provision of these General Terms is held to be void, illegal or unenforceable, the validity or enforceability of the remainder of these General Terms shall not be affected and the void, illegal or unenforceable term shall be replaced by a new one being as close to the replaced term as legally possible.

Section 21 - Purchaser and Supplier may share and use personal data to perform this agreement or in connection with it. Each party warrants that, in relation to such personal data, it will comply with applicable data protection legislation. Purchaser’s privacy policy is available on the website www.pauliggroup.com.

Section 22 - The Supplier accepts and commits to comply with the "Paulig Code of Conduct for Suppliers". The Purchaser reserves the right to cancel any Order with immediate effect in case of non-compliance with the Code of Conduct where the Purchaser, at its sole discretion, assesses that an action plan including the required corrective actions is not a sufficient remedy. The “Paulig Code of Conduct for Suppliers”, which may be updated by Paulig from time to time upon prior written notice to the Supplier, is available at https://www.pauliggroup.com/sustainability/managing-sustainability.