Note: These General Terms and Conditions of Purchase apply across all products. Further specific requirements may exist for individual product groups, which supplement and specify these General Terms and Conditions of Purchase and Procurement. Additional requirements are also regulated in the Code of Conduct (CoC).

§ 1 General provisions

1. These General Terms and Conditions of Purchase and Procurement (hereinafter referred to as “General Terms and Conditions of Purchase”) shall apply to all present and future business relationships between us and the supplier of goods and services (hereinafter referred to as “Supplier”) for their order and purchase by us. They shall not apply to natural persons who enter into a legal transaction solely for a purpose that cannot be attributed to their commercial or independent professional activities.

2. By accepting and executing an order and/or a purchase order, the supplier recognizes these General Terms and Conditions of Purchase in the version valid at the time of the order.

3. The General Terms and Conditions of Purchase can be accessed at any time on the website at https://www.meatcracks.de/.

4. Conflicting and/or deviating general terms and conditions of the Supplier shall not be recognized and shall not become part of the contract unless their validity is agreed to by us in writing upon conclusion of the contract; in this case, as well as in the case of separate agreement of special conditions for certain orders, the Purchasing GTC shall apply subordinately and in addition. The Purchasing T&Cs shall also apply if the contract is executed by the supplier without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from the Purchasing T&Cs.

5. Our acceptance of a delivery or service from the supplier does not constitute our consent to the supplier's general terms and conditions. Silence in response to an order confirmation from the supplier with contradictory declarations by the supplier also does not constitute corresponding consent.

6. The General Terms and Conditions of Purchase shall apply to all future transactions and contracts with the supplier, even if we do not expressly refer the supplier to them in the future.

§ 2 Conclusion of contract

1. The conclusion of the contract and all agreements made between us and the supplier for the purpose of executing this contract must be made in writing, at least in text form. The supplier must examine an offer technically and expressly point out to us in the offer any deviations from the inquiry documents.

2. If the offer on our part is made in the form of a binding order, we shall adhere to this offer for 14 calendar days after its receipt by the supplier.

§ 3 Scope of services

1. The content of the service results from the respective individual order. Documents, reports, ideas, drafts, models, samples and all other results arising during the provision of services are part of the order performance.

2. the supplier shall provide its services with the utmost care, taking into account the latest state of science and technology, the safety regulations of the authorities and trade associations, as well as its own existing knowledge and experience or that gained during the contract work. He guarantees compliance with the statutory regulations, the agreed technical specifications and other requirements.

3. Partial services are not permitted, unless otherwise expressly agreed in advance. In this respect, we are entitled to cancel any remaining quantity.

4. The execution of the ordered deliveries and services by third parties requires our prior written consent.

5. The supplier shall prepare drawings, data and other documentation (such as, but not limited to, certificates, certificates of analysis, documentation, ....) in accordance with our and the legal requirements, regulations and guidelines. In the event of ambiguities, the supplier is obliged to obtain all necessary information before commencing work. The IT systems and programs used for the documentation shall be determined by us. The supplier is obliged to obtain the relevant information before commencing or executing the order.

6. At our request, the supplier shall provide information on the composition of the delivery item, insofar as this is necessary for the fulfillment of official requirements at home and abroad.

7. As long as the supplier has not yet completely fulfilled his obligations, we are entitled, within the scope of reasonableness, to demand changes to the order with regard to design, execution, quantity and delivery time. The effects (e.g. additional or reduced costs, delivery dates, etc.) shall be mutually agreed. We may also demand changes to the delivery item after conclusion of the contract, insofar as this is objectively reasonable for the supplier. In the event of such a change to the contract, the effects on both parties, in particular with regard to additional or reduced costs and delivery dates, must be mutually agreed.

8. The supplier shall be obliged to notify us immediately in writing of any concerns it has about the manner in which we wish the service/delivery to be carried out and to propose any changes it considers necessary in order to meet the agreed specifications or legal requirements.

§ 4 Prices, place of fulfillment, terms of payment

1. The prices stated in the order are fixed prices. The price includes in particular costs for freight “free domicile”, insurance, customs duties, packaging and material testing procedures if necessary. Claims based on additional deliveries and/or services can only be asserted after prior written agreement and commissioning of the additional deliveries and/or services between the contracting parties. Otherwise, additional claims over and above the total fixed price are excluded.

2. Unless another place of performance has been agreed in writing in the contract, deliveries must be made to our registered office of Meat Cracks GmbH (Rienshof 2) (obligation to be performed at the place of performance) and must be insured by the supplier at the supplier's expense against transport damage, incorrect loading or unloading and theft.

3. Goods must be packed in such a way that damage during transportation and loading is avoided. Packaging materials shall only be used to the extent necessary to achieve the purpose. The supplier's take-back obligations, also with regard to transport and product packaging, shall be governed by the statutory provisions. The supplier assures that all packaging is licensed and registered with an appropriate system provider in accordance with the law and that the charges for this are paid in full and properly.

4. No remuneration shall be owed for demonstrations, presentations of products, sample shipments, negotiations and/or for the preparation of offers and projects, unless this has been agreed in writing in advance.

5. Due invoices can only be processed by us if they comply with the statutory requirements, in particular the German Value Added Tax Act (UStG), and contain the order number stated in our order as well as the details and/or documents agreed with the order; the supplier shall be responsible for all consequences arising from non-compliance with this obligation. In the absence of the aforementioned information and/or documents, the supplier shall not be authorized to assert the claim in question against us. From January 1, 2025, we will only accept electronic invoices that comply with the requirements of the EU Directive (2014/55/EU). Other invoices in electronic form (e.g. PDF) may still be tolerated for a transitional period, provided we agree to this.

6. Unless otherwise agreed in writing, payment of the purchase price shall be due 30 days after delivery and transfer of ownership of the goods, receipt of a verifiable invoice and receipt of all contractually required documents. Payment shall be made non-cash to the Supplier's business account. For this purpose, the supplier must provide appropriate bank details. This shall also apply to changes to the bank details. In the case of agreed partial deliveries, payment shall not be due until the last delivery. This shall not apply in the case of successive delivery contracts or in cases where a partial performance is canceled in accordance with Section 3.3 of these Purchasing GTC.

7. Insofar as the supplier has to provide material samples, test reports, quality documents (e.g. certificates, analysis results, ...) or other contractually agreed documents, the completeness of the delivery and service also presupposes the prior receipt of these documents by us.

8. We shall be entitled to rights of set-off and retention to the extent permitted by law. The supplier's rights of set-off and retention shall only apply insofar as these are undisputed or have been legally established. We are entitled to reduce invoice amounts by the value of returned goods as well as any expenses and claims for damages.

§ 5 Delivery date

1. The delivery date stated in the order, which must be carefully checked by the supplier in advance, is binding. The delivery date shall be the date of receipt of the goods at our place of business. If the delivery is made before the agreed delivery date, we reserve the right not to accept the delivery and to return it at the supplier's expense and risk.

2. The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him which indicate that the agreed delivery time cannot be met. Otherwise, it may no longer invoke such circumstances at a later date.

3. In the event of culpable delay in delivery by the supplier, we shall be entitled to demand a contractual penalty of 0.5% of the delivery value according to the final invoice for each day of delay or part thereof, but not more than a total of 10% of the delivery value according to the final invoice. We reserve the right to assert further statutory claims. The acceptance of a delayed delivery or service does not constitute a waiver of claims for compensation.

4. If we are in default of acceptance or debtor's delay, any claim for damages to which the supplier is entitled shall be limited to 0.5% of the delivery value per completed week, up to a maximum of 10% of the delivery value, unless the delay is due to an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of ours. If we are in default with a payment, the supplier shall be entitled to at least a lump sum payment of € 40 in accordance with § 288 BGB. This shall also apply if the claim for payment is a payment on account or other instalment payment. This lump sum shall be offset against any damages owed, insofar as the damage is due to the costs of legal action.

§ 6 Exemption from the obligation to perform, withdrawal from the contract

1. Force majeure shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. The contractual partners are obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.

2. We shall be released from the obligation to accept the ordered delivery in whole or in part and shall be entitled to withdraw from the contract if the delivery has become unusable for us due to the delay caused by the force majeure.

3. We are entitled to withdraw from the contract if the supplier applies for the opening of insolvency proceedings, insolvency proceedings are opened or the opening is rejected for lack of assets.

4. We shall also be entitled to withdraw from the contract if individual enforcement measures are taken against the supplier.

5. The statutory withdrawal regulations shall otherwise remain unaffected.

§ 7 Transfer of risk, documents

1. The transfer of risk shall take place upon acceptance of the delivery by us at our place of business.

2. The supplier is obliged to state our order number and article number on all shipping documents and delivery bills; if he fails to do so, we shall not be responsible for delays in processing.

3. Documents, reports, ideas, drafts, models, samples, etc. which we provide to the supplier shall remain our property. The supplier must return these to us without request immediately after fulfillment of his service.

§ 8 Warranty claims, guarantees

1. Warranty claims by us against the supplier for material defects and defects of title shall be determined in accordance with the statutory provisions. The warranty period shall be 24 months from the transfer of risk

2. The supplier guarantees that the goods and deliveries comply with the applicable statutory provisions. Furthermore, the supplier guarantees that any copyright levies have been paid to the relevant collecting societies. Reference must be made to the copyright levies included in the supplier's invoices in accordance with § 54 d UrhG.

3. An obligation for us to inspect and give notice of defects in accordance with § 377 HGB is excluded.

§ 9 Liability

1. The supplier shall be liable within the scope of the statutory provisions.

2. Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties upon first request to the extent that the cause lies within his sphere of control and organization and he himself is liable in relation to third parties. The obligation to indemnify shall also apply to all expenses necessarily incurred by us from or in connection with claims asserted by a third party, including the costs of legal representation. The supplier must insure himself against these risks to a sufficient extent as is customary in the trade.

3. We shall be liable in accordance with the statutory provisions for damages due to injury to life, limb or health, in the event of intent or gross negligence on our part, on the part of a legal representative or vicarious agent and in the event of damages covered by a guarantee or assurance provided by us. In the event of slight negligence, we shall only be liable for compensation for foreseeable damage typical of this type of contract and only insofar as we, a legal representative or vicarious agent have breached an obligation whose proper fulfillment is essential for the execution of this contract and on whose compliance the contractual partner could rely (cardinal obligation). Otherwise , liability is excluded to the extent permitted by law.

§ 10 Ownership, provision, mixing

1. If we supply and/or provide substances and materials, these shall remain our property. Processing or transformation by the supplier shall be carried out on our behalf. If the substances and materials are processed by us with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of its items to the other processed items at the time of processing.

2. If the item provided by us (substances/materials) is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier shall transfer ownership to us on a pro rata basis; the supplier shall hold the sole or co-ownership for us free of charge.

§ 11 Data protection

The statutory and operational provisions relating to data protection must be observed. The Supplier shall obligate the employees and vicarious agents who come into contact with the contractually owed service accordingly and shall provide us with a copy of this obligation upon request. The relevant statutory provisions shall apply with regard to personal data provided. Should additional requirements of applicable statutory or operational provisions necessitate additional protective measures, the contracting parties shall also ensure compliance with such protective measures. If personal data is processed or used by order, a data protection agreement must be concluded immediately in accordance with the provisions of the General Data Protection Regulation (GDPR).

§ 12 Undeclared work, minimum working conditions, minimum wage

1. The Supplier undertakes to observe and comply with the German Act to Combat Clandestine Employment [SchwarzArbG], the Posted Workers Act [AEntG] and the Minimum Wage Act [MiLoG] as amended from time to time. In particular, it must pay its employees at least the minimum wages prescribed by these laws.

2. The supplier is obliged to keep up-to-date records of the payment of the respective applicable minimum wage to its employees and to submit these records to us for inspection upon request. This includes, in particular, records of hours worked and wages paid.

3. If the supplier fails to provide the required evidence or breaches its obligation to pay the minimum wage, we shall be entitled to withhold payments due and to terminate the contract for good cause.

4. The supplier shall indemnify us against our liability for the supplier's obligation to pay the minimum remuneration. The indemnification obligation shall also apply in the event that claims are asserted against us for payment of the minimum remuneration with regard to the subcontractors used by the supplier.

5. The supplier must also indemnify us against third-party claims in accordance with the AEntG and SGB.

§ 13 Obligations Supplier

1. The supplier undertakes not to offer, grant, demand or accept any advantages within the business relationship with us, neither in business dealings nor in dealings with public officials, which violate applicable anti-corruption regulations.

2. The supplier undertakes not to enter into any agreements or concerted practices with other companies within the business relationship with us which have the purpose or effect of preventing, restricting or distorting competition in accordance with the applicable antitrust regulations.

3. The supplier shall comply with the applicable statutory regulations and ordinances on environmental protection, health and safety at work, the treatment of employees and the protection of human rights.

4. The supplier must observe the requirements of the Code of Conduct, which can be viewed at https://www.meatcracks.de/, and ensure that its subcontractors also act accordingly.

5. The supplier shall respond to inquiries regarding compliance, social responsibility and sustainability in the supply chain within a reasonable period of time and in compliance with the specified formalities. In addition, in the event of a suspected breach of the obligations under this clause, the supplier shall immediately clarify possible breaches and inform us of the clarification measures taken and, in justified cases, disclose the supply chain concerned. If the suspicion proves to be well-founded, the supplier must inform us within a reasonable period of time of the internal measures it has taken to prevent future violations. If the supplier does not comply with these obligations within a reasonable period of time, we reserve the right to withdraw from contracts with the supplier or to terminate them with immediate effect.

6. In the event of serious violations of the law by the supplier and violations of the provisions in this clause, we reserve the right to withdraw from existing contracts or to terminate them without notice.

§ 14 Property rights and confidentiality

1. The supplier is obliged to maintain confidentiality regarding all documents and information received from us. They may only be disclosed to third parties with our express consent. The confidentiality obligation also extends to personal data. The confidentiality obligation shall also apply after completion or failure of this contract; it shall expire if and insofar as the information contained in the documents provided has become generally known. Third parties used by the supplier to fulfill the obligations resulting from this contract shall be obligated accordingly. In the event of a breach of these obligations, we may demand immediate surrender and claim damages.

2. The conclusion of the contract shall be treated confidentially. The supplier's advertising materials may only refer to the conclusion of the contract with us with our written consent. We and the supplier undertake to treat as business secrets all commercial or technical details which are not in the public domain and which become known to them through the business relationship. Third parties used by the supplier to fulfill the obligations resulting from this contract shall be obligated accordingly.

3. The supplier guarantees that no rights of third parties are infringed in connection with his delivery. Should we be held liable by a third party in this respect, the supplier shall be obliged to indemnify us immediately on first demand against all claims resulting therefrom and to defend us against such claims. The obligation to indemnify also applies to all expenses necessarily incurred by us from or in connection with the claim by a third party. This also includes the costs of legal representation. The supplier must insure itself against these risks to a sufficient extent as is customary in the trade.

§ 15 Final provisions

1. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and legal norms referring to another legal system shall not apply. If copies of these General Terms and Conditions of Purchase have been made in languages other than German, only the German version shall be binding for us and the supplier.

2. Collateral agreements, amendments or supplements must be made in writing to be effective, as must the waiver of the written form requirement. The written form requirement within the meaning of these General Terms and Conditions of Purchase is also met by e-mail and fax.

3. Place of performance is Steinfeld-Mühlen. The place of jurisdiction for disputes arising from or in connection with the contractual relationship between us and the supplier shall be our current place of business, provided that the contractual partner is a merchant, a legal entity under public law or a special fund under public law.

4. Should any provision of these General Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining provisions.

Mühlen, 30.09.2024