1. General
MIAVIT GmbH issues orders on the basis of these general terms and conditions for purchases. Any different terms and conditions of the supplier do not become content of the contract, even if we do not expressly object to them. Even if we accept delivery/performance having knowledge about different terms and conditions of the supplier without an express objection against the applicability of such terms and conditions, this is not to be understood as an agreement with the applicability of the terms and conditions for deliveries.
2. Offers / conclusion of the contract
2.1 Offers from the supplier must be submitted in binding form and free of charge. The supplier must automatically point out in the supplier's offer any price changes and any change with regard to the product (quality, composition, origin etc.) compared to previous orders.
2.2 If we submit an offer by issuing our order, we are bound to the order for three workdays after the order has been received. Order confirmations from the supplier must be sent to
3. Delivery dates & contract penalty
3.1 All delivery dates and volumes are binding. Delivery deadlines will be calculated starting as of the order date. Delivery deadlines in an order confirmation which deviate from the delivery dates set forth in our order are only determinative if we have expressly consented to such different deadlines in writing. Compliance with the delivery date depends on proper delivery to the address we have stated for the delivery or the location where the delivered items will be used.
3.2 If the supplier recognizes that agreed delivery dates cannot be complied with for any reasons whatsoever, the supplier must notify this to us without undue delay and state the likely duration and reasons for the delay in text form. This does not affect our claims for delay.
3.3 In the event of delay, the supplier undertakes to pay a contract penalty in the amount of 0.5 % of the gross order value of the goods that are delivered late for each calendar day of the delay up to a maximum of 5 % of the gross order value of the delayed delivery. The contract penalty becomes due when the supplier exceeds the agreed date, unless the suppler is not responsible for exceeding the deadline. We are entitled to reserve the right to assert the contract penalty until the (final) invoice has been settled.
4. Delivery, packaging and markings
4.1 Deliveries are made within Germany "delivery duty paid" [frei Haus] to the location stated in the order. If the destination is not stated and unless agreed otherwise, the delivery must be made to our business headquarters in 49632 Essen (Oldb.). The risk of accidental loss or deterioration passes to us when the handover takes place there. The respective destination is the place of performance for the delivery and any supplementary performance.
4.2 The shipment must be announced to us in advance in writing so that we know the information about the number of units, the package sizes and weights before the goods arrive. This also applies for any special provisions for handling the goods, especially for unloading, transport and storage in our business premises.
4.3 We are open to accept deliveries from 8:00 am – 4:00 pm, Monday through Friday.
4.4 The received weights determined by employees on our shop scales apply for the determination of weight.
4.5 The supplier is required to comply with the agreed specifications and requirements with regard to packaging and labelling.
4.6 The supplier is required to apply the legally required markings at the own expense to the sales packaging delivered by the supplier.
4.7 The supplier is also required to comply with the respectively applicable
- export control and customs provisions,
- packaging regulations
and
- transport provisions.
4.8 In the event that a violation of the above duties of the supplier leads to damaged goods, delays, non-approval for export or import or other damages, the supplier is liable and will hold us harmless. This does not apply if the supplier proves that it was not responsible for the violation of duty. However, this does not affect strict liability under the law pursuant to § 24 German Act on Food and Feed Materials [Lebensmittel- und Futtermittelgesetzbuch, "LFGB"].
5. Warranty and complaints about defects
5.1 We only carry out an inspection of received goods immediately after they are received and only with regard to externally visible (transport) damage and deviations in terms of identity and volume which can be recognized from the outside. We will complain about such defects without undue delay after delivery. We will conduct any further examination, based on the circumstances, as soon as practical in the normal course of business. We will give notification about the determination of any defects without undue delay after they have been identified.
5.2 We have the full claims under the law related to defects and warranty; in any event, the purchaser is entitled to demand from the supplier, at the selection of the purchaser, correction of the defect (corrective performance) or delivery of goods which are free of defects. This does not affect the right to claim damages instead of performance. We are entitled to correct the defects ourselves or have them corrected by a third party at the expense of the supplier in the event of an emergency or if there is special urgency which requires immediate action and renders the setting of a grace period beforehand unreasonable [unzumutbar] when the interests of both sides are considered.
5.3 To the extent not agreed otherwise, the time bar period for claims for defects is 36 months calculated starting with the delivery of the goods.
6. Documentation and origin of goods
6.1 The supplier will always provide to us for each ordered item product data sheets as well as a safety data sheet automatically at the latest upon delivery. The corresponding analysis certificate will accompany each delivery to us.
6.2 The delivery and freight papers must contain all information for tracing back the delivered party without any gaps and free of ambiguities. The supplier must state information about the origin of raw materials (country of origin) before performing the delivery contracts. Upon request, the upstream sources (producer and/or supplier) of the party must be notified in order to assure the ability to trace goods.
6.3 Upon our request, the supplier will submit a certificate of origin for the goods.
7. Certification and audits
Suppliers of raw materials must have at least one of the two certifications GMP+ or FAMI QS.
We are entitled, but not required, to ourselves conduct an audit of the supplier or have an audit conducted by an expert and/or advisor chosen by us.
This includes an examination of the operations and the quality assurance system of the supplier and a subsequent assessment. The knowledge obtained in this manner will become our basis for further awarding orders as well as for the internal classification of the operations.
8. Subcontractors
If the order is supposed to be completely or partially performed by the supplier's subcontractors and/or third parties retained by the supplier, the supplier must designate by name the subcontractors/third parties for the purpose of quality assurance and especially in order to assure that items can be traced back. The performance by a subcontractor/third party requires our prior written consent which can only be refused for just cause [wichtiger Grund]. The supplier undertakes to impose on the subcontractor/third party all obligations under this Agreement, especially with regard to the aspects and measures for quality, and the supplier must ensure compliance.
9. Disposal of packaging
Except as agreed otherwise, we will handle the disposal of transport packaging materials and pass on the costs we incur for this purpose. Otherwise, the supplier is required to pick up and properly dispose of the transport packaging without undue delay at the own expense at the delivery address or location for use indicated by us.
10. Confidentiality and data protection
10.1 The supplier undertakes to use all confidential information obtained from us, above all with regard to specifications, production processes, products, current research and development projects as well as all corporate data related to us exclusively for the performance of the purpose of the contract and to keep such information confidential and not to disclose it to third parties without our written consent. The duty of confidentiality does not apply for information which is generally known, legally acquired from third parties without a violation of duties to maintain confidentiality or developed independently by third parties or information which must be disclosed due to obligations under the law or on the basis of an order by a court or public authority. To the extent permissible and possible, the supplier will inform us in advance in the latter situation about the pending disclosure and will limit the disclosure to the absolutely required scope.
10.2 The supplier will only disclose confidential information to those employees who must know the information for the purpose of performing this Agreement, and the supplier must impose on these employees their own obligations to maintain confidentiality in the extent set forth in paragraph 1. This applies accordingly if the supplier discloses information to sub-suppliers; this does not affect the requirements for consent under paragraph 1 as well as Section 8.
10.3 The provisions in the law in the German Data Protection Act [Bundesdatenschutzgesetz] must be complied with.
11. Jurisdiction and applicable law
11.1 The courts at our registered office have exclusive jurisdiction for all disputes under and in connection with the contract between us and the supplier.
11.2 The law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies.
12. Severability
If individual provisions of this Agreement are invalid, this does not affect the validity of the other provisions.