(1) The following General Terms and Conditions of Purchase(GTCP) apply to all offers and transactions concerning deliveries and services from our suppliers or service providers - hereinafter referred to as Suppliers - to Reichardt Expertise für Kosmetik GmbH & Co. KG or its subsidiaries - hereinafter referred to as Reichardt or we/us. These GTCP are an integral part of all contracts that we conclude with our Suppliers for the deliveries or services offered by them. Our General Terms and Conditions of Purchase in the version valid at the time of our order or in any case in the version last communicated in text form shall also apply to future offers and transactions relating to deliveries and services, even if these are not separately agreed.
(2) Our General Terms and Conditions of Purchase apply exclusively; this means that other regulations or terms and conditions of our Suppliers or third parties, in particular regulations deviating from or conflicting with these GTCP, do not apply even if Reichardt does not object in individual cases, unless Reichardt expressly agrees to their validity in text form through an authorised representative. Even if we refer to a letter that contains or refers to the terms and conditions of the Supplier or a third party, this does not constitute agreement with the validity of those terms and conditions. The requirement is fulfilled in particular, e.g. by email or fax, and is always sufficient unless another form, e.g. written form, is required by law or the following regulations.
(3) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in our order shall take precedence over the GTCP. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
(4) Acceptance and/or payment of invoices shall not constitute acceptance of the Supplier's General Terms and Conditions of Delivery printed on the invoice, attached to the invoice or referred to in the invoice.
(1) Insofar as our offers and orders - hereinafter referred to only as Orders - do not expressly contain a binding period, we shall be bound by them for seven calendar days from the date of the order. Timely acceptance shall be determined based on the receipt of the declaration of acceptance by us.
(2) Orders are only binding for Reichardt if they have been placed or confirmed in text form by email or fax by the responsible Purchasing Department at Reichardt. Reichardt orders the delivery or service with a desired date for the receipt of the goods or the provision of the service at Reichardt. Orders placed in text form must be confirmed to Reichardt within a period of 5 working days via an order confirmation in text form.
(3) Reichardt's Orders may not be transferred to third parties is not permitted without the prior written consent of Reichardt.
(4) Reichardt is entitled to change the time and place of delivery as well as the type of packaging at any time by means of a notification in text form with a notice period of at least seven calendar days before the agreed delivery date. The same shall apply to changes to product specifications insofar as these can be implemented within the framework of the Supplier's normal production process without significant additional expense. In such cases, the notification period as per the preceding sentences shall be at least one month. We shall reimburse the Supplier for any proven and reasonable additional costs incurred as a result of the change. If such a change results in delivery delays that cannot be avoided in the Supplier's normal production and business operations with reasonable efforts, the originally agreed delivery date shall be postponed accordingly.
The Supplier shall notify us in text form in good time before the delivery date, but at least within seven calendar days of receipt of our notification in accordance with sentence 1, of any additional costs or delays in delivery to be expected on the basis of a careful assessment.
(5) We are entitled to withdraw from the contract at any time by written declaration stating the reason if
(a) we can no longer use the ordered products in our business operations or can only use them at considerable expense due to circumstances occurring after conclusion of the contract for which the Supplier is responsible (e.g. non-compliance with legal requirements) or
(b) the Supplier's financial circumstances deteriorate after conclusion of the contract to such an extent that delivery in accordance with the contract cannot be expected.
(1) The prices stated in Reichardt's orders are binding. Unless expressly agreed otherwise between Reichardt and the Supplier, all prices are in Euros including delivery and/or transport to the respective place of delivery, including packaging and/or packaging disposal and including transport insurance, plus applicable value added tax. Reichardt is authorised to accept payment by any means of payment of its choice.
(2) If, according to the agreement made, the price does not include packaging, and the fee for any packaging not merely loaned is not expressly determined, this shall be charged at the Supplier's verifiable cost price. At Reichardt's request, the Supplier must take back the packaging at its own expense.
(3) Payment by Reichardt shall be made after receipt and acceptance of the goods delivered or the services rendered in accordance with the contract with a 3% discount for payment within 30 days or within 60 days net from receipt of the invoice at the accounting office specified on the invoice by Reichardt, provided that the invoice contains all the information listed in the following paragraph 4 and complies with the statutory provisions for such invoices, in particular the provisions of the German Value Added Tax Act (UStG). Explicitly affected bonus agreements are calculated and remunerated by the end of the first calendar month of the following calendar year for the previous calendar year.
(4) Our order number, batch number, Reichardt's article number, delivery quantity and delivery address must be stated in all order confirmations, dispatch notes, delivery documents, invoices and other correspondence. If one or more of these details are missing and this delays our processing in the course of our normal business operations, the payment deadlines specified in paragraph 3 shall be extended by the period of the delay.
(5) The Supplier is only entitled to set-off and retention rights against undisputed, legally established claims or claims expressly recognised by Reichardt in text form.
(6) Assignments of claims to which the Supplier is entitled from a purchase contract against Reichardt are not permitted without the prior consent of Reichardt in text form. The assignment clause does not apply if the Supplier has acquired the goods under extended retention of title from its subcontractor or upstream Supplier. This prohibition of assignment also does not apply to monetary claims.
(7) In the event of default in payment, we shall owe default interest in the amount of 5% above the applicable base interest rate in accordance with Section 247 BGB.
(1) Deliveries are made carriage paid (CPT) at the Supplier's own risk and expense to the place of delivery specified in the Order or, if no place of delivery is specified, to Reichardt's address specified in the Order. Reichardt can specify the packaging and shipping method in the Order. If not specified in the Order, the packaging and shipping method must be specified precisely by the Supplier in the order confirmation. The Supplier is always obliged to deliver in transport-safe packaging.
(2) The delivery note must be enclosed with the consignment. For parcel deliveries, this must be clearly visible on the outside of the parcel. A copy of any delivery notes for shipments made to third parties on behalf of Reichardt must always be sent to Reichardt. After dispatch, the Supplier must send Reichardt the dispatch note immediately. Dispatch notes and delivery notes must contain quantity and/or weight details as well as article numbers, drawing status and origin data.
(3) The Supplier is not authorised to make partial deliveries or render partial services. Reichardt may reject partial deliveries or partial services.
(4) Quantity deviations in deliveries in the form of an insufficient quantity will not be accepted. Quantity deviations in the form of excess quantities in the area of packaging materials are tolerated with a maximum of 5% of the order quantity. Deliveries of raw materials, consumables and supplies must be made in exact quantities. In the event of a deviation from the above provisions, we may demand that the Supplier take back the quantities/units delivered in excess or delivered at insufficient quantities at the Supplier's expense.
(5) All agreed performance and delivery dates as well as performance and delivery deadlines are binding. The time of arrival of the goods at the place of delivery or the time of performance at the place of performance shall be decisive for determining compliance with the delivery and performance deadlines. The Supplier is obliged to inform Reichardt immediately in text form if circumstances occur or can be identified according to which the delivery time cannot be met. The first working day of a calendar week, usually Monday, shall always be deemed to be the date of performance or delivery.
(6) If the day on which the delivery or service is to take place at the latest can be determined on the basis of the contract, the Supplier shall be in default at the end of this day without the need for a reminder.
(7) In the event of a delay in delivery, we shall be entitled to the statutory claims without restriction, including the right to withdraw from the contract and the claim for damages in lieu of performance after the fruitless expiry of a reasonable grace period.
(8) In addition, in the event of a delay in delivery, the Supplier undertakes to pay a contractual penalty of 2% of the order value or purchase price per calendar week or part thereof of the delay in delivery, up to a maximum of 20% of the order value or purchase price, after prior warning in text form to the Supplier and granting a reasonable grace period. This claim for payment of a contractual penalty can also be asserted by Reichardt by offsetting against the order price or purchase price. This contractual penalty shall be set off against the damage caused by the delay to be compensated by the Supplier. In addition, Reichardt expressly reserves further legal rights and claims, in particular the cancellation of the contract and/or the assertion of damages, in this case in particular damages for other coverage at the expense of the Supplier, e.g. machine downtime costs, etc.
(9) Even if despatch has been agreed, the risk shall only pass to us when the goods are handed over at the agreed destination.
(10) All events of force majeure, which cause a restriction of the undisturbed operations of Reichardt, entitle Reichardt to suspend the fulfilment of assumed purchase obligations until the end of the force majeure. In the event of a final shut-down of the operations or in the event that the fulfilment has become unreasonable after the end of the event of force majeure, Reichardt may withdraw from the contract in whole or in part or terminate the contract in whole or in part. In such cases, Reichardt is not obliged to compensate for damages or expenses.
(1) Any prolonged or extended retention of title is excluded to the extent permitted by law. The Supplier's rights to retention of title only apply to the extent that they relate to our payment obligation for the relevant products to which the Supplier retains title.
(2) Drawings, drafts, samples, manufacturer's instructions and other documents that Reichardt has provided to the Supplier for the submission of an offer or for the execution of an Order are non-binding and must be checked by the Supplier for their suitability for the fulfilment of the obligations entered into by the Supplier.
(3) Ownership and all property rights, in particular all copyrights, to the information, documents provided by Reichardt, in this case particularly orders, contracts, illustrations, calculations, descriptions, samples or manufacturer's instructions, shall remain with Reichardt. Such items or information may neither be used for purposes that do not serve the specific legal transaction between the Supplier and Reichardt nor made accessible to third parties without the express prior consent of Reichardt in text form. Such items and information can be reclaimed by Reichardt at any time if they are no longer required for the execution of the delivery or service. The Supplier undertakes to refrain from using such items or information unless this is the intended use within the scope of the contract and not to make such items or information accessible to third parties outside the intended use within the scope of this contract. The above obligations also apply beyond the term of existing contracts.
(4) Production facilities and materials provided by Reichardt, in particular tools, parts, containers, machines, equipment, substances provided or formulations produced as well as packaging or other items provided by Reichardt for the execution of the contract remain the property of Reichardt and may only be used as intended and within the scope of the respective contract with the Supplier. The Supplier undertakes to refrain from using such items unless this is the intended use within the scope of the contract and not to make such items accessible to third parties outside the intended use within the scope of this contract.
Such items are to be labelled by the Supplier as Reichardt property, carefully stored, maintained, serviced and secured against damage of any kind. Unless otherwise agreed in individual cases, the Supplier shall bear the costs of storage and maintenance. The contractual partners shall each bear half of the costs of repairs, unless agreed otherwise. However, insofar as these costs are attributable to defects in such items manufactured by the Supplier or to improper use by the Supplier, its employees or other vicarious agents, they shall be borne solely by the Supplier. The Supplier shall notify Reichardt immediately of any and all damage to these items that is not just insignificant. The Supplier is obliged to return the items to Reichardt in proper condition immediately upon request.
(5) Means of production, in particular tools, print templates, etc., which were produced by the Supplier for the execution of the deliveries and/or contracts, become the property of Reichardt upon full payment, even if they remain in the possession of the Supplier. Unless otherwise agreed in individual cases, the Supplier shall bear the costs of storage and maintenance. The contractual partners shall each bear half of the costs of repairs, unless agreed otherwise. However, insofar as these costs are attributable to defects in such items manufactured by the Supplier or to improper use by the Supplier, its employees or other vicarious agents, they shall be borne solely by the Supplier. The Supplier shall notify Reichardt immediately of any and all damage to these items that is not just insignificant. The Supplier is obliged to return the items to Reichardt in proper condition immediately upon request.
(1) In the event of defects, we shall be entitled to the statutory claims without restriction. However, the warranty period deviates from this and is 36 months.
(2) Deviations in quality and quantity shall in any case be deemed to have been notified in good time if we inform the Supplier of them within 14 calendar days of receipt of the goods by us. Hidden material defects shall in any case be deemed to have been notified in good time if the Supplier is informed within 14 calendar days of discovery. Irrespective of this, we charge a lump sum of EUR 250.00 for each complaint.
(3) Acceptance or approval of samples or specimens submitted shall not constitute a waiver of our warranty rights.
(4) The Supplier guarantees that the goods and services delivered to Reichardt are free of material and legal defects and that they correspond, in particular in their property, composition, quality, packaging, etc., to the intended use resulting from the order and that the goods or services to be delivered are suitable for the intended use specified by Reichardt. In addition, the Supplier warrants to comply with all legal or official regulations applicable in Germany and in the European Union (EU), in particular safety regulations, recognised rules of technology, all safety standards customary in the industry as well as the specifications contained in the Supplier's offers or Reichardt's orders regarding dimensions, quality and forms of execution as well as composition and that the necessary legal and official approvals are available for all deliveries and services.
(5) If Reichardt has to pay compensation for expenses, supplementary performance or damages to a customer due to a defect in the delivered goods or service that already existed when the risk was transferred from the Supplier to Reichardt, Reichardt may in any case also demand compensation from the Supplier for all expenses incurred by Reichardt.
In urgent cases, we are authorised to carry out rectification work ourselves or arrange for it to be carried out by third parties at the Supplier's expense. In urgent cases, we shall continue to be authorised to procure replacement deliveries from third parties. Any additional costs incurred as a result shall also be borne by the Supplier.
(6) If specimens or reasonable random samples from a delivery deviate from the contractual or legal provisions to an extent that is not just insignificant, Reichardt is entitled to withdraw from the contract as a whole. Further statutory claims, in particular those for rectification or subsequent fulfilment, reduction or compensation, remain unaffected.
(7) Upon receipt of our notification of defects in text form by the Supplier, the limitation period for warranty claims shall be suspended until the Supplier rejects our claims or declares the defect to be remedied or otherwise refuses to continue negotiations on our claims.
The requirement of written form is also fulfilled by electronic data transmission, e.g. by email or fax.
(8) In the case of a replacement delivery and/or rectification of defects, the warranty period for replaced and repaired parts shall recommence, unless Reichardt must assume from the behaviour of the Supplier that it did not consider itself obliged to take the measure, but only made the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.
(1) If a material defect becomes apparent within six months of the transfer of risk, it shall be presumed that this material defect already existed at the time of the transfer of risk, unless this presumption is incompatible with the nature of the item or the defect.
(2) If and to the extent that the justification of our warranty claims or our claims for damages depends on fault on the part of the Supplier, the Supplier must demonstrate and prove that it is not at fault. The fault of vicarious agents and other contractual partners of the Supplier shall be attributed to the Supplier.
(1) The Supplier is liable to Reichardt in accordance with the statutory provisions. The Supplier is also liable for all damages and expenses incurred directly or indirectly by Reichardt due to defects in the delivered goods or services. The Supplier shall continue to be liable , irrespective of fault, for compliance with the guarantees in accordance with the above Art. 6 (4) of these GTCP.
(2) If claims are asserted against Reichardt by third parties due to the defectiveness of the delivered goods and/or due to violation of legal or official safety regulations, the Supplier shall indemnify Reichardt against all claims upon first request.
(3) In particular, the Supplier bears responsibility for all claims asserted by third parties due to personal injuries or material damage where these can be traced back to the faulty product delivered by the Supplier, and it is obligated to indemnify Reichardt from the resulting liability.
(4) The Supplier shall also reimburse expenses incurred by Reichardt and Reichardt's customers in the run-up to or in connection with defect liability events for early damage prevention, defence or mitigation (e.g. recall campaigns).
(5) The Supplier shall reimburse the expenses that Reichardt is legally obliged to bear towards its customers and which are attributable to defects in the delivery purchased from the Supplier.
(6) The Supplier is obliged to maintain product liability insurance at its own expense with a sum insured of at least € 5 million, which covers the economic consequences, in particular those of civil liability, which may result from direct or indirect damage or consequential damage to be borne by Reichardt or third parties due to the products delivered by the Supplier or its suppliers or subcontractors. This insurance must also cover all economic risks resulting from product recalls. This insurance shall not constitute a limitation of the Supplier's liability, which shall remain in force irrespective of the conclusion of such insurance. The Supplier shall send Reichardt a copy of the insurance policy at any time upon request.
(1) In accordance with paragraph 2, the Supplier warrants that the products supplied by it do not infringe any industrial property rights of third parties in countries of the European Union or other countries in which it manufactures products or has products manufactured.
(2) The Supplier is obliged to indemnify Reichardt against all claims made by third parties against Reichardt due to the infringement of industrial property rights mentioned in paragraph 1 and to reimburse Reichardt for all necessary expenses, in particular costs of legal advice and legal defence, in connection with this claim.
This claim shall not apply if the Supplier proves that it is neither responsible for the infringement of the property right nor that it should have recognised it at the time of delivery if it had exercised due commercial care.
(3) Further legal claims of Reichardt due to defects of title of the delivered products remain unaffected.
(1) The Supplier undertakes to keep replacement parts for the products delivered to us for a period of at least ten years after delivery.
(2) If the Supplier intends to cease production of the replacement parts for the products delivered to us, it shall inform us of this immediately after his decision to cease production. Subject to paragraph 1, this decision must be taken at least six months before production is discontinued.
(1) The Supplier is obliged to keep the conditions of the Order as well as all information and documents provided by Reichardt or third parties for this purpose - with the exception of publicly accessible information - secret for a period of six years after conclusion of the contract and to use them only for the execution of the Order. It shall return them to Reichardt immediately upon request after completion of enquiries or orders. Special confidentiality agreements and statutory regulations concerning confidentiality shall remain unaffected.
(2) Without Reichardt's prior consent in text form, the Supplier may not refer to the business relationship in advertising material, brochures, etc. and may not exhibit delivery items and/or services manufactured for Reichardt.
(3) The Supplier shall obligate its subcontractors and service providers in accordance with this Art. 11.
(1) The Supplier agrees to comply with the applicable legal or official provisions on the treatment of employees, environmental protection and work safety, and to strive towards reducing the negative impact of its activities on people and the environment.
(2) Moreover, the Supplier shall observe the principles of the UN Global Compact Initiative. These largely relate to the protection of human rights, the right to wage negotiations, the abolition of forced labour and child labour, the abolition of discrimination during recruitment and employment, responsibility for the environment, the corruption prevention.
(3) The Supplier also undertakes to comply with the "Reach Regulation" (Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006).
It is therefore obliged to provide Reichardt with the necessary information about the substances specified in the "Reach Regulation" immediately upon first request.
(1) The Supplier of services and works warrants that it fulfils all obligations under the Minimum Wage Act (hereinafter referred to as MiLoG) as amended, in particular to pay its employees a wage at least equal to the statutory minimum wage consistently and on time. The Supplier undertakes to impose a similar MiLoG obligation on its subcontractors and lenders and to monitor compliance with it in a suitable manner.
(2) The Supplier must provide Reichardt with binding confirmation of compliance with the provisions of MiLoG for the previous year at the beginning of each year and, in the event of justified doubts, provide Reichardt with proof of compliance with the obligations under MiLoG.
(3) In the event of termination without notice for good cause according to Art. 14 (2) e) of these GTCP, Reichardt is entitled to have deliveries and services not yet provided within the scope of Orders placed carried out by other companies. Any damage, particularly additional costs, incurred as a result shall also be borne by the Supplier.
(4) In the event of a violation of the provisions of MiLoG, the Supplier shall indemnify Reichardt from all obligations and costs resulting therefrom against Reichardt upon first request and shall compensate Reichardt for any damage resulting from the violation. This obligation to indemnify and/or pay damages also applies in the event that the subcontractors or lenders commissioned by the Supplier violate the provisions of MiLoG and Reichardt is therefore held liable by third parties. Reichardt reserves the right to assert further claims for damages.
(1) Reichardt has the right at any time and without giving reasons to terminate the contractual relationship with the Supplier in whole or in part by declaration in text form, in particular to terminate or withdraw from the contract. In this case, all work on pending transactions, in particular ongoing productions, must be suspended. Reichardt must pay the Supplier the contractual remuneration incurred and owed up to that point, less any claims for damages or reimbursement of expenses to which Reichardt may be entitled in these cases. Reichardt expressly reserves the right to offset such claims. The Supplier must agree to offsetting against its claim for remuneration whatever it saves in expenses as a result of the termination or cancellation of the contract or which it acquires or maliciously fails to acquire through other use of its labour.
(2) Reichardt has the right to terminate the contractual relationship with the Supplier without notice, including all pending transactions at that time, in particular current orders, by means of a notification in text form, for good cause. Such good cause exists in particular in the following cases:
The Supplier violates its obligations from confirmed orders, the business relationship or from these Terms and Conditions of Purchase and does not remedy the violation within 14 calendar days after a request in text form to remedy this violation by Reichardt.
The financial situation of the Supplier or its subcontractor or upstream Supplier deteriorates to such an extent that the Supplier's ability to adequately fulfil its obligations under confirmed orders, the business relationship or these Terms and Conditions of Purchase is seriously jeopardised.
Liquidation, insolvency or other proceedings with similar effect are opened against the Supplier or the opening of such proceedings is refused for lack of assets or other reasons.
Liquidation, insolvency or other proceedings with similar effect are opened against a sub-supplier of the Supplier or the opening of such proceedings is refused for lack of assets or other reasons.
The Supplier is in breach of the obligations of these GTCP in accordance with Art. 5 (3) and (4), Art. 9 (1) and (2), Art. 11 and Art. 13.
(1) Place of fulfilment and jurisdiction is the registered office of Reichardt. The provision on the place of jurisdiction shall only apply if the Supplier is a merchant. Reichardt is also entitled to sue the Supplier at its registered office.
(2) The law of the Federal Republic of Germany shall apply excluding UNCISG.
(3) If individual provisions of these GTCP should be or become invalid, the validity of the remaining provisions shall remain unaffected. In this case, the parties are obliged to co-operate in the creation of provisions which achieve a legally effective result that comes as close as possible to the invalid provision. The same shall also apply to any contractual gaps.