Hammonia Oleochemicals GmbH [HOC]

General Terms and Conditions of Purchase

1 Scope of application, general

1.1 These General Terms and Conditions of Purchase ("Terms and Conditions of Purchase") of us, Hammonia Oleochemicals GmbH, apply to all business relationships with our suppliers (each a "Supplier") from whom we procure services or purchase goods.

1.2 The terms and conditions of purchase shall apply exclusively. Supplementary, conflicting or deviating conditions of the Supplier shall not apply unless we have expressly agreed to their validity in writing. This shall also apply if the delivery is accepted without reservation in the knowledge of conflicting or deviating conditions of the Supplier.

1.3 The Terms and Conditions of Purchase shall also apply to all future business relations with the Supplier, insofar as they are of the same or a related nature.

1.4 The Terms and Conditions of Purchase are deposited on our homepage on the Internet at www.hammonia-oleo.com. In this respect, the objection of non-access or non-knowledge on the part of the Supplier cannot be raised.

1.5 Individual agreements and contract amendments made in individual cases shall take precedence over these Terms and Conditions of Purchase. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

1.6 Legally relevant declarations and notifications by the Supplier with regard to the contract (e.g. setting of a deadline, reminder, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements remain unaffected.

1.7 Unless special provisions are made in the following provisions, the interpretation of the various contractual clauses shall be determined in accordance with the Incoterms® as amended from time to time.


2 Order, Order Acceptance, Sample

2.1 The Supplier is required to check our order without delay and to accept it by written confirmation no later than one (1) week after receipt or, in particular, to execute it without reservation by dispatching the goods ("Acceptance"). After expiry of this period, we shall no longer be bound by our order. The receipt of the declaration of acceptance or the receipt of goods in accordance with the contract by us shall be decisive for timely Acceptance. A delayed Acceptance by the Supplier shall be deemed a new offer and shall only lead to an order if we accept the offer in writing.

2.2 Our order shall be deemed binding at the earliest when placed in writing. Verbal orders are only valid if they are confirmed by us in writing without delay. The Supplier must point out obvious errors (e.g. spelling and calculation errors), ambiguous descriptions of the product in our order with regard to type, quality and type and incompleteness of the order to us for the purpose of correction or completion before Acceptance; otherwise the contract shall be deemed not to have been concluded.

2.3 If samples have been handed over to the Supplier by us and the order is placed on the basis of this sample, the properties of the sample shall be deemed to be the agreed quality of the goods.

2.4 The same applies to samples which originate from the Supplier and have been accepted by us as decisive for the order. We do not waive warranty claims by accepting or approving samples submitted.


3 Transfer of risk, transport costs

3.1 Unless otherwise agreed, the Supplier shall bear the costs of packaging and transport to the place of destination. If the place of destination is not specified and nothing else has been agreed, the delivery shall be made to our place of business in Hamburg. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

3.2 The Supplier is obliged to take back the packaging material used by him free of charge at our request.

3.3 The risk of accidental loss and accidental deterioration of the respective item shall pass to us upon handover at the place of performance. Insofar as an acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance. If we are in default of acceptance, this shall be deemed equivalent to handover or acceptance.


4 Delivery, delivery time, packaging

4.1 The Supplier is only entitled to make partial deliveries with our prior written consent.

4.2 The Supplier shall mark the delivery in the transport documents according to the specifications stated in the order. In addition, our order number must always be stated in the transport documents. If the information in the transport documents is incorrect or incomplete, we shall not be responsible for any delays in processing and payment resulting therefrom.

4.3 The delivery time stated by us in the order is binding. The Supplier is obliged to inform us immediately in writing if circumstances become apparent which could lead to non-compliance with the delivery time.

4.4 In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular, we are entitled to set a reasonable grace period and, after its fruitless expiry, to claim damages for non-performance and/or delay or to withdraw from the contract.

4.5 The Supplier shall ensure that there are no references to the manufacturer and/or supplier and/or its and its sub-suppliers on or in the goods, neither outside nor inside the packaging.


5 Defect investigation, warranty

5.1 The statutory provisions shall apply to our rights in the event of defects of material and defects of title of the goods (including wrong delivery and short delivery) and in the event of other breaches of duty by the Supplier, unless otherwise stipulated below.

5.2 In accordance with the statutory provisions, the Supplier shall be liable in particular for ensuring that the goods have the agreed quality at the time of the transfer of risk to us. In any case, those properties which are described as product descriptions - in particular by designation or reference in our order - or in accordance with Clause 2.3 or Clause 2.4 are the object of the respective contract or have been included in the contract in the same way as these Terms and Conditions of Purchase. It makes no difference whether the product description originates from us, from the Supplier or from the manufacturer.

5.3 We are not obliged to inspect the goods or make special enquiries about any defects at the time of conclusion of the contract. In partial deviation from § 442 (1) sentence 2 of the German Civil Code (BGB), we are therefore also entitled without restriction to claims for defects if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.

5.4 The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial duty to inspect and give notice of defects with the following provison: Our duty to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, wrong delivery and short delivery) or which are recognisable during our quality control in the random sampling procedure. If acceptance has been agreed, there shall be no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. We shall give notice of hidden defects within a reasonable period of time after they become known.

5.5 If the delivered goods do not comply with the agreed specifications or quality and packaging conditions, we are in particular entitled, at our discretion, either to refuse acceptance of the goods and demand subsequent delivery of replacement goods free of fault (replacement delivery) or to accept the goods and demand that the defects be remedied (rectification).

5.6 We are also entitled to have the defects in the delivered goods remedied ourselves or by a third party at the Supplier's expense and risk if the Supplier does not remedy the defects within a reasonable period despite being requested to do so. If the defects in the goods cannot be remedied or if this is unreasonable for us, and the Supplier has not collected the goods even after the expiry of a reasonable period of time, we are entitled to have the goods destroyed at the Supplier's expense, whereby our right to subsequent delivery of faultless goods remains reserved.

5.7 Otherwise, in the event of defects, we shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we shall be entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.

5.8 The Supplier's warranty period is 24 months; it begins with the transfer of risk.

5.9 We are entitled to return defective goods from the place of destination, but also from any other place where the goods are located at the time of discovery of the defect, to the Supplier at the Supplier's expense.


6 Supplier recourse

6.1 Our legally determined rights of recourse within a supply chain (supplier recourse pursuant to §§ 445a, 445b, 478 of the German Civil Code (BGB)) are available to us without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (repair or replacement) from the Supplier that we owe our customer in the individual case. Our statutory right of choice (§ 439 (1) of the German Civil Code (BGB)) is not restricted by this.

6.2 Before we acknowledge or fulfil a claim for defects asserted by our customer (including reimbursement of expenses pursuant to §§ 445a (1), 439 (2) and (3) of the German Civil Code (BGB)), we shall notify the Supplier and request a written statement, briefly explaining the facts. If a substantiated statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the Supplier shall be obliged to prove the contrary.

6.3 Our claims from supplier recourse shall also apply if the defective goods have been further processed by us or another entrepreneur, e.g. by installation in another product.


7 Product liability

7.1 The Supplier shall be responsible for all claims asserted by third parties for personal injury or property damage attributable to a defective product supplied by him. He is obliged to indemnify us against the liability resulting from this.

7.2 In this context, the Supplier is also obliged to reimburse all costs arising from or in connection with a recall measure carried out by us. We shall inform the Supplier of the content and scope of the recall measures to be carried out within the scope of the given possibilities and give him the opportunity to comment. Further claims for damages remain unaffected by this.

7.3 The Supplier undertakes to maintain product liability insurance at its own expense with a sum insured of at least EUR 5,000,000 per claim. The Supplier shall send us a copy of the liability policy at any time upon request.


8. Property rights, dangerous goods

8.1 The Supplier shall be liable for ensuring that no third-party property rights are infringed by its delivery.

8.2 The Supplier is obligated to indemnify us upon first request from claims of third parties in this regard and to reimburse us for all necessary expenses in connection with this claim. We are not entitled to conclude agreements on liability with the third parties without the Supplier's consent.

8.3 Prior to the conclusion of the contract, the Supplier shall expressly point out if the goods offered and to be delivered constitute dangerous goods and shall indicate the relevant codes. He shall also be responsible for ensuring that all relevant laws and regulations relating to hazardous goods, including packaging regulations, are complied with both by the Supplier and by third parties commissioned by him (e.g. forwarding agents).


9 Retention of title

9.1 Insofar as we provide the Supplier with materials and preliminary products as well as any other information and documents, we reserve all rights, including ownership rights, thereto. They may only be used for the purposes of the contract. They must be carefully stored by the Supplier, identified as our property and secured against damage of any kind.

9.2 Any processing, mixing, combination or transformation ("Further Processing") of these materials and preliminary products by the Supplier shall be carried out for us. If these materials and preliminary products are further processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item to the other processed items at the time of further processing. If the supplier's item is to be regarded as the main item, it is hereby already agreed that the Supplier shall transfer proportionate co-ownership to us. The Supplier shall keep the sole or co-ownership for us.

9.3 The same shall apply in the event of Further Processing of the delivered goods by us, so that we shall be deemed to be the manufacturer and shall acquire ownership of the product at the latest upon Further Processing in accordance with the statutory provisions.

9.4 The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the purchase price. If, however, we accept an offer of transfer of title by the Supplier conditional on payment of the purchase price in an individual case, the Supplier's retention of title shall expire at the latest upon payment of the purchase price for the goods delivered. We shall remain authorised to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the claim arising therefrom. This excludes all other forms of retention of title, in particular the extended retention of title, the passed-on retention of title and the retention of title extended to further processing.

9.5 Goods paid for by us but returned to the Supplier due to a breach of contract or a defect shall remain our property until complete fulfilment of our repayment claims associated with the reversal of the purchase contract. The Supplier is not entitled to pledge the paid goods or to assign them to third parties as security.


10 Invoicing, Payment, Prohibition of Assignment

10.1 The invoice must be issued by the fifth working day of the month following the complete delivery and service at the latest. We will only process and pay invoices if the order number evident from the order is stated on the invoice. We accept no liability for delays resulting from non-compliance with these aforementioned obligations.

10.2 In the absence of any agreements to the contrary, we shall pay within 30 calendar days of complete delivery and performance and receipt of a proper invoice. If we make payment within 14 calendar days, the Supplier shall grant us a 3% discount on the net amount of the invoice.

10.3 We do not owe any interest on arrears. The statutory provisions shall apply to default in payment.

10.4 We shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent provided by law. In particular, we are entitled to withhold due payments as long as we are still entitled to claims against the Supplier arising from incomplete or defective performance.

10.5 The Supplier shall only have a right of set-off or retention on the basis of counterclaims that have been legally established or are undisputed.

10.6 The Supplier may not assign its claims against us to third parties or have them collected by third parties without our prior written consent. Consent may not be unreasonably withheld. Our consent shall in any case be deemed to have been given in the case of assignment to the Supplier's house bank.

10.7 If the Supplier assigns his claims against us contrary to Clause 10.6 to a third party without our prior written consent, the assignment shall nevertheless be effective. We may, however, at our discretion make payment to the Supplier or the third party with discharging effect.


11 Secrecy

11.1 The Supplier is obliged to keep secret all trade and business secrets, including illustrations, drawings, calculations and other documents and information which we provide and/or disclose to the Supplier orally, in writing or in any other form within the scope of the business relationship, as well as the knowledge or conclusions gained therefrom (collectively "Confidential Information").

11.2 The Confidential Information may not be used for purposes other than those agreed in the contract and must be returned to us after completion of the contract. It may only be disclosed to third parties with our express consent. This shall apply irrespective of whether such Confidential Information has been designated as "confidential" or "secret" or in a similar manner as requiring secrecy.

11.3 The confidentiality obligation shall continue to apply for 5 years after the contractual relationship has ended.


12 Applicable law, arbitration tribunal

12.1 These Terms and Conditions of Purchase and the legal relationship between us and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG) or similar international agreements.

12.2 All disputes arising out of or in connection with the contract between us and the Supplier and/or these Terms and Conditions of Purchase shall be finally settled in accordance with the arbitration provisions of the German Association of Wholesale Traders in Oils, Fats and Oil Raw Materials (Deutscher Verband des Großhandels mit Ölen, Fetten und Ölrohstoffen e.V.). (GROFOR) to the exclusion of the ordinary course of law. The place of arbitration shall be Hamburg.


13 Salvatory clause

Should individual provisions of these Terms and Conditions of Purchase be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. A wholly or partially invalid provision shall be deemed to be replaced by a provision which comes as close as possible to the economic purpose of the invalid provision and is legally valid. The same shall apply in the event of a regulatory gap.


Effective February 2022