General Terms and Conditions

General delivery conditions
for Schwarz Cranz GmbH & Co. KG

Conclusion of contracts
1.1 Supply agreements concluded by us are always subject to the following supply conditions ("conditions"), even if we do not expressly refer to them in the future. These conditions apply exclusively. We do not recognise General Terms and Conditions that contradict these and/or additional conditions if we have not approved such conditions explicitly. This also applies if we do not explicitly revoke such conditions or we perform our contractual obligations without expressing any reservations in this regard.

1.2 Individual agreements take precedence over these conditions; our written confirmation is required for approval of the content of such agreements. With the exception of the managing director or an authorised representative, our employees are not authorised to come to a verbal agreement that differs from this.

1.3 In the case of electronic order processes, the use of an electronic data interchange (EDI) process will be agreed that guarantees the origin, authenticity and integrity of the data.

1.4 We retain all rights to images, drawings, calculations, data, service descriptions and other documents ("information"). Suppliers are only permitted to pass this information on to or make it accessible to third parties with our express written permission.

Orders
1.5 Our offers are always subject to change in terms of delivery amount, delivery options and price.

1.6 We can accept orders or commissions within a period of fourteen (14) days. Our written order confirmation shall apply exclusively to the legal relations between us and our customers, including these conditions; if an EDI process has been agreed, the order confirmation will be supplied in the agreed EDI format. For orders carried out without an order confirmation, our invoice shall take the place of the order confirmation.

Prices and payment conditions
1.7 Our prices exclude VAT but include packaging free of charge within the Federal Republic of Germany for a minimum delivery amount of 30kg. For deliveries under 30kg, we charge a freight surcharge of 0.50 €/kg.

1.8 The list prices at the time of ordering apply. Alternatively the list prices valid on the day of shipment shall apply if the delivery takes place more than three months following conclusion of the contract.

1.9 Our invoices shall be paid without delay within 14 days of invoicing and delivery. Receipt of payment in our account is the decisive date. Once the payment deadline has passed, the customer is in arrears. During this period, interest will be charged on the invoice amount at the legally applicable interest rate. We reserve the right to lodge a claim for further-reaching damage. Our right to claim commercial maturity interest remains unaffected.

1.10 If we take bills of exchange by special agreement, this is only on condition that they are eligible for discounting. All fees shall be borne by the purchaser.

1.11 For initial orders, we may require prepayment or cash on delivery.

1.12 If the buyer fails to comply with the agreed terms of payment or if, after the contract has come into effect, circumstances come to our knowledge which suggest that the creditworthiness of the buyer is substantially reduced and this affects the payment of outstanding claims by the customer, we reserve the right to supply outstanding deliveries only if prepayment or a security deposit is made. We are also entitled to revoke the collection authorisation of the buyer due to the prolonged retention of title of claims that have been assigned to us.

1.13 The customer shall only have rights of set-off and retention if his or her counter claims have been declared final and absolute or are uncontested.

1.14 Our representatives shall be entitled to accept payments only on the basis of a collection authority in writing.

Deliveries, shipping, transfer of risk
1.15 Deliveries shall be made to the agreed destination.

1.16 Partial deliveries shall be permissible if the partial delivery is usable for the customer within the framework of the contractual stipulation and the customer does not accrue any considerable additional expenditure or costs as a result of partial deliveries.

1.17 Additional costs arising from particular shipping arrangements requested by the customer shall be borne by the customer; the same applies to any cartage costs.

1.18 Provided no alternative agreement has been made, we reserve the right to specify the type of shipment (in particular packaging, type of shipping, transport company).

1.19 The risk of accidental loss and the accidental deterioration of the goods shall pass to the customer as soon as the products are handed over at the latest. In the case of shipment, the risk for accidental loss and accidental deterioration of the goods as well as risk of delay shall pass to the shipping company, freight carrier or the person responsible for shipping upon handover of the goods.

Delivery time
1.20 Delivery time specifications are only approximate values, provided the delivery time has not been expressly listed as "fixed" in writing.

1.21 We shall not be liable for delays to deliveries or deliveries that are not possible as a result of force majeure or other events that were not foreseeable at the time of the completion of contract, e.g. incorrect deliveries, failures to deliver or the failure to deliver promptly by suppliers, breakdowns in business operations, difficulties with the supply of materials or energy, strikes, measures imposed by official bodies or institutions or caused by their failures that we are not responsible for. In case of obstructions of temporary duration, the delivery deadlines shall be extended accordingly. Should the obstruction not be of temporary duration, we reserve the right to withdraw from the affected contracts.

1.22 The occurrence of our delay in delivery is determined in accordance with the statutory regulations, but the customer is required to send us a reminder of the delay. Claims by customers for compensation, for example because of non-fulfilment and claims for replacement of damages owing to delays are limited in accordance with section 9 of these conditions.
1.23 Fresh and smoked meat and sausage goods should be unpacked immediately following receipt and stored in well-ventilated cool rooms in summer and in frost-free conditions in winter. Tinned food should always be stored in a cool, dry place. Provided goods are stored correctly, the best before dates listed in the price lists apply.

1.24 Packaged goods are supplied by us without pricing labels. Customers are required to ensure that they are marked with price details in accordance with legal regulations.

Retention of title
1.25 We reserve the right to the property of the sold goods until the full payment of all of our current and future claims resulting from our current business dealings with the customer (secured claims).

1.26 The goods subject to retention of title may neither be pledged to third parties, nor assigned as collateral before the full payment of the secured claims. The customer is required to inform us immediately if and when third parties gain possession of the goods belonging to us.

1.27 The customer shall not be entitled to dispose of and/or process the items under retention of title in the ordinary course of business. In this case, the following conditions apply.

(a) The retention of title covers the products which are produced by processing, mixing or combination of our goods at their full value, whereby we are deemed the manufacturer. In case of processing, mixing or combining our goods with products of a third party, the title of which is retained, we shall acquire joint ownership in proportion to the invoice value of the processed, mixed or combined goods. Furthermore, the same applies for the resulting product as for the supplied goods which are subject to retention of title.

(b) The customer assigns to us now and immediately all claims against third parties arising from the resale of the goods or products equal to the amount of our approximate share of joint ownership pursuant to the aforementioned clause as security. We accept the assignment. The obligations of the customer stated in para. 2 shall also apply in view of the assigned claims.

(c) The customer has the right to collect the claims assigned in the ordinary course of business.

(d) We have the right to revoke the authorisation of the customer to collect the claims assigned at any time. At our demand, the customer shall provide us with all information concerning the stocks of our goods under retention of title and information about the claims assigned to us in addition to the relevant invoice copies at any time and also notify third-party debtors of the assignment of the claim. We will however only exercise these rights in the cases listed under section 3.6.

1.28 In the event of any third party action against goods delivered under retention of title or any claims assigned to us, the customer shall notify the enforcement agencies about our rights and immediately inform us about such action and pass on all the required information to enable us to intervene. Costs for any interventions are to be borne by the customer.

1.29 If the value of our securities exceeds the total of the secured claims by more than 20 per cent, we are required, at the customer's request, to release securities of our choice of that amount.

Guarantee
1.30 The legal regulations apply with regard to the rights and obligations (in particular sections 377, 381 of the German Commercial Code) of the customer in terms of factual and legal shortcomings, provided no alternative stipulations are made in the following. In all cases, the special legal provisions for end delivery of the goods to a consumer remain unaffected.

1.31 Any obvious defects are to be notified immediately at the latest within 3 days after receipt of the goods or, in the case of hidden defects, after their discovery. Vacuum-packed goods with leaks should be offered for sale immediately or returned to us within 3 days. If the customer fails to inspect the goods and/or report any defects as required, goods will be deemed accepted. If accepted goods are later claimed to be spoiled, the only evidence that we will accept stating that the purchaser did not cause the defect is a veterinary-medical report.

1.32 Faulty goods should be stored correctly and sent back to us free of charge on request. If the notice of defect is justified, we will reimburse costs for the cheapest shipping method. If the faulty goods deteriorate due to incorrect storage or poor transportation, the customer is required to compensate us for the damage thereby incurred.

1.33 If the delivered goods are faulty, we are obligated and entitled to either deliver a free replacement of our choice or credit the calculated value of the faulty goods. Our right to refuse to rectify the situation under the legal requirements remains unaffected. Should the rectification not be successful, the customer has legal warranty rights to bring claims for damages only in accordance with section 9.

1.34 In case of testing samples by food authorities, the customer shall immediately send two cross check samples to us in order to enable us to identify the products. If the customer violates this rule, he or she bears the burden of proving that the product originates from us in case of any complaints from authorities.

Liability
1.35 Our liability to claims for damages, no matter on what legal grounds, and in as much as it is in matters of fault, is limited in accordance with this paragraph 9.

1.36 We do not take ownership of liability for ordinary negligence by our governing bodies, statutory representatives, employees or other auxiliary persons. This shall not apply in the case of failure to meet obligations fundamental to performance of the contract, i.e. obligations whose fulfilment is a prerequisite for enabling the proper fulfilment of the contract in the first place and whose violation endangers the object of this contract and in which the customer may normally trust.

1.37 Our liability shall in principle be limited to damage that we foresaw at the time of conclusion of contract as potential consequences of a breach of contract or could have foreseen by applying due care and attention. Indirect damages and consequential damages are only subject to compensation in so far as such damage is typically to be expected when using the item supplied as stipulated.

1.38 The limitations in this section 9 do not apply for liability (i) due to wilful conduct, (ii) for guaranteed quality features, (iii) injury to life, limb or health or (iv) in accordance with the product liability law.

Place of fulfilment, place of jurisdiction, applicable law
1.39 Place of fulfilment for all services is Neu Wulmstorf.

1.40 This contract shall be governed by the laws of the Federal Republic of Germany with the exclusion of the UN Convention on the International Sale of Goods (CISG).

1.41 If the contractor is a registered merchant pursuant to the Commercial Code, a legal entity under public law or a special asset under public law, the exclusive, including international, place of jurisdiction for all disputes arising from this contractual relationship is Stade. However, we are entitled to bring action against the supplier at the court of his or her place of residence.


General purchase conditions
of Schwarz Cranz GmbH & Co. KG

Anwendungsbereich; EDI-Verfahren
1.1 These general purchase conditions ("conditions") apply exclusively. We do not recognise General Terms and Conditions that contradict these and/or additional conditions if we have not approved such conditions explicitly. This also applies if we do not explicitly revoke such conditions or we perform our contractual obligations without expressing any reservations in this regard.

1.2 Individual agreements take precedence over these conditions; our written confirmation is required for approval of the content of such agreements. With the exception of the managing director or an authorised representative, our employees are not authorised to come to a verbal agreement that differs from this.

1.3 In the case of electronic order processes, the use of an electronic data interchange (EDI) process will be agreed that guarantees the origin, authenticity and integrity of the data.

1.4 We retain all rights to images, drawings, calculations, data, service descriptions and other documents ("information"). Suppliers are only permitted to pass this information on to or make it accessible to third parties with our express written permission.

Orders
1.5 The supplier is obligated to accept and confirm our order without delay.

1.6 The product, quality and quantity specifications apply in accordance with our order or other special arrangement.

1.7 Any changes to the recipe should be agreed with us at least twelve (12) weeks in advance. For this purpose, the required product specifications shall be sent to us without us having to request them. If we have not agreed to a change in recipe, we reserve the right to refuse acceptance of the goods in question provided the changes are not merely immaterial.

1.8 The order or essential components of the order may only be fulfilled by third parties with our prior written agreement.

Prices and payment conditions
1.9 The prices agreed in the order are binding.

1.10 Provided no express agreement exists to the contrary, prices for delivery are free of charge and include costs for packaging.

1.11 The supplier is required to create an invoice for each order detailing the respective order number(s), material number(s) and batch number(s); if an EDI process has been agreed, invoices shall be issued in the agreed EDI format. Invoices that do not meet these requirements will not be recognised.

1.12 We pay invoices within thirty (30) days after receipt net. Discounts can be agreed separately.

1.13 Settlement of the invoice does not imply waiving of the guarantee rights.

1.14 If payment is delayed, the supplier reserves the right to charge interest of 5 per cent above the respective applicable base interest rate.

1.15 We are entitled to exercise our rights of off-set and rights of retention without limitation.

Deliveries
1.16 The delivery dates listed in the order are binding. All deliveries shall be sent to the following delivery address by the supplier at their own cost, provided alternative arrangements have not been made: Schwarz Cranz GmbH & Co. KG, Justus-von-Liebig-Str. 2, 21629 Neu Wulmstorf. Delivery should be made Monday to Thursday from 6 a.m. to 2 p.m. Deliveries made outside these times require express written consent. Early delivery requires our prior written consent.

1.17 For each delivery we must have received a written order confirmation in advance; if an EDI process has been agreed, order confirmations shall be issued in the agreed EDI format. Delivery amounts differing from those specified on the order confirmation should be specified by the time of delivery at the latest. We are not obliged to accept partial deliveries.

1.18 A delivery note must accompany every delivery. In all accompanying documentation, such as dispatch notes, consignment notes, delivery notes and parcel labels, the order number(s), material number(s) and respective batch number(s) and any other information requested in the order should be listed in accordance with the marking of individual products.

1.19 All deliveries must be packed, transported and marked in accordance with legal regulations and the regulations named in these conditions.

1.20 If there are any deviations from the delivery requirements named in these conditions, we reserve the right to refuse acceptance of the goods.

1.21 The tare weight of pallets, trolleys and boxes should be listed on the means of transport. For goods delivered in boxes, cartons or loose goods, the number of packed items and their tare weight must be listed on the delivery note. For goods packed in cartons or goods delivered in boxes, at least five (5) empty cartons or boxes should be weighed from various pallets. The tare average ascertained in this way is subtracted from the gross incoming weight.

1.22 The supplier should immediately inform us of known, expected or potential delivery delays by fax or email. The expected duration and reason for delay, as well as measures taken to prevent or overcome such delays, should also be given.

1.23 In the event of delay in delivery we shall be entitled to statutory claims without limitation.

Special features for foodstuffs and food additives ("products")
General requirements

(a) The supplier is responsible for the marketability of the supplied products. He or she guarantees that the delivered products meet EU regulations in particular, as well as German laws and regulations and also BfR (Federal Office for Risk Evaluation) recommendations if necessary.

(b) The supplier guarantees the continuous and seamless traceability of the delivered products as well as the ingredients, raw materials, additives etc. used in the manufacture of the products in accordance with the legally applicable guidelines. On request the supplier is required to present us with the required information about traceability without delay in case of a complaint made by local authorities and/or customers.

(c) The supplier guarantees – provided no other specifications have been made in the product specification or on products and in accompanying documentation – that the products supplied by him or her

  • are not genetically modified foodstuffs or do not contain any ingredients or additives produced from genetically modified organisms; only permitted are adventitious or technically unavoidable traces of modified material that do not exceed applicable limits for labelling requirements;
  • are not treated with ionising radiation and
  • do not contain any allergens.

(d) The supplier is obligated to make available all the required certificates and other documents we need to sell the products, such as certificates of compliance, certificates of origin, certificates of conformity etc. free of charge without delay.

(e) The supplier shall make available the current results of microbiological tests for all supplied items produced on his or her behalf every month. The supplier guarantees to permit microbiological testing of the supplied items to be carried out by a laboratory accredited to DIN EN ISO/IEC 1725:2005 standards using accredited testing methods at least once a month. A copy of certificates that are concerned with quality-defining features of the supplied items shall be made available to us by the supplier in the current valid form.

f) The supplier shall supply the address of the veterinarian responsible without us having to request it.

(g) Products should be transported exclusively in strictly hygienic vehicles under strictly hygienic conditions. The height of the loading area for the delivery vehicle must be between 120 cm and 140 cm above the carriageway. Pallet height (including the pallet(s)) should be max. 160 cm on delivery. Goods must not be delivered on mixed pallets. For hanging goods, unloading via euro connector must be guaranteed.

(h) Half pig carcasses, calves, quarters of beef and parts thereof as well as comparably larger pieces of meat should be transported in hanged form. All other meat deliveries should be protected against negative influences in hygienic conditions. Goods in containers should be transported separately from other goods to ensure that no contact is possible. They should not be transported underneath hanging goods. Unpacked and packed meat shall be kept physically separate. Loose goods in boxes should be covered with a film to ensure hygienic conditions. Only cleaned Euro meat hooks are permitted. Packed goods should be delivered in Euro boxes (E1, E2) and on plastic Euro pallets (H1). We accept no liability for other transport containers and materials that are made available to us on an exchange basis.

(i) Meat products must not exceed a delivery core temperature of 5 degrees Celsius. Poultry, lagomorphs, small game and meat preparations must not exceed a core delivery temperature of 4 degrees Celsius. Innards and by-products should not exceed a core delivery temperature of 3 degrees Celsius. Mince/minced meat and mechanically separated meat must not fall below a core temperature of 2 degrees Celsius. Deep frozen food must not exceed a core delivery temperature of minus 18 degrees Celsius.

(j) Pork will only be accepted by us if it has a pH value of between 5.6 and 6.0 upon receipt.

(k) We will only recognise different categories and commercial categories if these are clearly listed separately on the delivery note and transport carrier. If there is no clear separation, we will pay the price of the lowest delivered commercial category or the highest fat grade.

(l) Costs for weight loss during transport shall be borne by the supplier.

(m) Meat pieces that have fallen down during transportation or touched the floor shall not be accepted or will be considerably trimmed..

(n) Partial pieces that cannot be used for their original purpose due to damage or cuts will be returned if we choose to do so or downgraded to processed meat.

(o) Every delivery shall contain an endorsement signed by the official veterinarian on the delivery note or a free health certificate.

Labelling requirements
(p) Each smallest packaging unit in every delivery should be labelled in accordance with legal requirements and the conditions named in these conditions and in the order.

(q) Unless otherwise specified, identification must comprise the following details:

  • Sales description
  • Best before dates and storage conditions
  • Name and address of manufacturer or distributing company
  • Batch number
  • Schwarz-Cranz material number.

(r) Products of animal origin must be labelled with EU identity or health mark.

(s) Goods delivered in boxes should be labelled with slaughterhouse or cutting plant number, item description and slaughter and cutting dates. On E2 boxes, the labelling must be directly applied to the bottom third of the E2 box on the narrow front and back.

(t) Deep-freeze transports must be labelled with slaughterhouse and cutting plant number, item description, slaughter and cutting dates, date of freezing and best before date. Deep frozen goods may only frozen for max. one month at point of delivery and labelled with a maximum best before date of 90 days.

(u) Hanging pieces of pork meat must be labelled on several hooks, at least the first and last hook of each rail with a sticker/sleeve that contain the cutting plant no, the slaughter and cutting date and the item description.

(v) For beef, each identity number with individual weight must be listed on the delivery note. With packed beef products, the label must be easily readable and applied directly underneath the packaging on each individual pack. With loose beef products, the label must be adhered to the transport packaging.

(w) Q&S goods must be clearly labelled with a label, sticker or stamp. The delivery note must state that the goods are Q&S goods.

(x) Organic goods must be clearly labelled with a label, sticker or stamp. The delivery note must state that the goods are organic goods.

Hygiene
The supplier's staff are only permitted to enter the production facilities following consultation with one of our employees responsible for hygiene and only via the hygiene lock and equipped with single use hygienic clothing (overall, foot protectors, cap and mouth protector) from Schwarz Cranz GmbH & Co. KG. Only those who possess valid training in accordance with section 43 of the IfSG (law on protection against infection) are permitted to enter the production facilities; the supplier's staff must provide proof of this requirement. The hygiene regulations stipulated for the production facilities should be adhered to.

Transfer of risk; protection of ownership
1.24 The danger of accidental destruction or accidental deterioration of the goods is transferred to us upon proper and complete delivery to the named delivery address.

1.25 Extended or lengthened reservations of proprietary rights are not permitted.

Defect liability
1.26 The commercial duty to examine and to notify defects shall be governed by the statutory provisions to give notice as follows: our duty to inspect as part of the incoming lot control is limited to defects which are revealed by an external examination, including examination of the delivery papers and by our quality control team by way of random sample tests. Our obligation to give notice of defects discovered at a later point in time remains unaffected. In all cases our objection shall be deemed timely and without delay if it is delivered to the supplier within 10 working days.

1.27 We are entitled to all legal warranty rights without limitation. We are especially entitled to rectification of defects or shipment of replacement free of defect of our choice and to request compensation within the scope determined by law. For parts and goods used when remedying any defect, the liability for defects shall commence anew with handover.

1.28 The supplier shall guarantee that all delivered goods conform to the legal and judicial regulations and approvals as well as the agreed specifications, comprise the agreed material and are free of material and legal defects, are free of defects relating to material, production or construction according to the technological state-of-the-art at the point in time of the order as well as of faults which prevent or restrict their use for the usual or contractually agreed purpose. Defects also include improper packaging, "leaks" and similar faults. The supplier guarantees that the sale of the delivered goods does not infringe regulations including packaging and labelling regulations. The supplier also guarantees that the requirements of section 5 have been adhered to.

1.29 When delivering packaging material, the supplier guarantees its unrestricted marketability and usability as well as suitability for the concrete purpose described. The supplier guarantees in particular that the packaging material will not have any negative impact on the packed product.

1.30 The costs for the purposes of rectification shall be borne in full by the supplier.

1.31 Faulty or damaged goods and improperly packed goods will not be accepted or if the defect, damage or improper packaging is only discovered at a later point, will be returned at the supplier's cost and risk. For defects that involve part of the delivery, we reserve the right to return the entire delivery. This does not apply if the undamaged part of the delivery can be separated from the damaged part without extra expenditure and we can use the undamaged part of the delivery.

1.32 We can inform the supplier's veterinarian of any defects at any time.

Rights of third parties
The supplier guarantees that the goods are delivered free from the rights of third parties and that delivery of goods does not infringe the rights of third parties. The supplier shall indemnify us on first demand from all third party claims.

Liability; insurance
1.33 The contractual and the non-contractual liability of the supplier is based on legal regulations. We do not acknowledge any limitations regarding the liability of the supplier.

2. The supplier is obligated to indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage or use of the delivered goods at first demand. The above indemnification shall not apply if the claim is based on a grossly negligent or intentional breach of duties on our part.

2.1 If we are obliged to initiate a product recall due to defects in one of the products delivered by the supplier, the supplier shall bear all costs caused by the recall, if such defects could not be discovered in the course of a proper inspection on our part. Insofar as this is possible and reasonable, we shall inform the seller regarding contents and extent of product recalls and give him or her the opportunity to comment. Further legal claims shall remain unaffected.

2.2 The supplier shall, at all times during the term of this contract, maintain product liability insurance with an adequate minimum insurance amount of at least five (5) million EUR for each single occurrence of personal and property damage. The supplier shall send us a copy of the product liability policy upon request at any time. This shall not affect any claims for damages.

Quality assurance
The supplier shall agree with the quality assurance guidelines specified by Schwarz Cranz GmbH & Co. KG. The supplier of products of animal origin agrees that we may visit and audit slaughterhouses and abattoirs during working hours with prior notice.

Place of fulfilment, place of jurisdiction
2.3 Place of fulfilment for all services is Neu Wulmstorf.

2.4 This contract shall be governed by the laws of the Federal Republic of Germany with the exclusion of the UN Convention on the International Sale of Goods (CISG).

2.5 If the contractor is a registered merchant pursuant to the Commercial Code, legal entity under public law or a special asset under public law, the exclusive, including international, place of jurisdiction for all disputes arising from this contractual relationship is Stade. However, we are entitled to bring action against the supplier at the court of his or her place of residence.