AGB & AEG

General Terms and Conditions

§ 1 Validity
(1) All deliveries, services and offers of Sander Gourmet GmbH (hereinafter: Seller) are made exclusively on the basis of these General Terms and Conditions. These are an integral part of all contracts concluded by the Seller with its contractual partners (hereinafter also referred to as "Buyer") for the deliveries or services offered by the Seller. With the exception of § 1 para. 2, these General Terms and Conditions shall not apply if the Buyer is acting as a consumer within the meaning of § 13 BGB (German Civil Code) when concluding the contract with the Seller.

(2) Terms and conditions of the Buyer or third parties shall not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter that contains or refers to the terms and conditions of the Buyer or a third party, this does not constitute agreement with the validity of those terms and conditions.

§ 2 Offer and conclusion of contract
(1) All offers made by the Seller are subject to change and non-binding, unless they are expressly labelled as binding or contain a specific acceptance period. The Seller may accept orders or commissions within fourteen days of receipt.

(2) Information provided by the Seller on the object of the delivery or service (e.g. weights, dimensions) as well as our representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or labelling of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations are permissible insofar as they do not impair the usability for the contractually intended purpose.

§ 3 Services according to the buyer's specifications
If services are provided according to the Buyer's specifications or requirements (in particular production according to the Buyer's samples or recipes), the following shall apply:

a) The quality of the sample series accepted by the Buyer vis-à-vis the Seller shall be deemed to be the agreed quality.

b) The Buyer warrants that the execution of the order by the Seller does not infringe any third-party property rights. The Buyer shall indemnify the Seller against all third-party claims resulting from an infringement of third-party industrial property rights due to the contractual fulfilment of the Buyer's order. Further claims of the Seller remain unaffected.

§ 4 Prices, delivery costs and payment
(1) The prices shall apply to the scope of services and deliveries listed in the order confirmations. Additional or special services shall be invoiced separately. The prices are quoted in EURO ex works plus the respective statutory value added tax, any deposit costs (in particular for E2 transport crates and pallets) and, in the case of export deliveries, customs duties as well as fees and other public charges.

(2) Unless otherwise agreed, the costs for the delivery of the goods to a place other than the place of fulfilment agreed in the individual case (§ 6 para. 1 of these GTC) shall be as follows

(a) for deliveries to an address in the Federal Republic of Germany, Austria, Belgium, the Netherlands or Luxembourg: the Seller is entitled to charge a flat-rate shipping fee of EUR 20.00 per delivery; notwithstanding this, deliveries weighing 50 kg or more will be charged a flat-rate shipping fee of EUR 10.00.

(b) for delivery to a country outside the countries mentioned in (a): The delivery costs shall result from the agreement to be made separately.

(3) If the agreed prices are based on the Seller's list prices and delivery is to take place more than four months after conclusion of the contract, the Seller's list prices valid at the time of delivery shall apply (in each case less an agreed percentage or fixed discount).

(4) Invoice amounts are due within fourteen days without any deduction, unless otherwise agreed in text form (§ 126b BGB). The date of receipt by the Seller shall be decisive for the date of payment. Cheques shall only be deemed payment after they have been cashed.

(5) Offsetting with counterclaims of the Buyer or the withholding of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established.

(6) The Seller shall be entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, it becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the Buyer and which jeopardise the payment of the Seller's outstanding claims by the Buyer from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

(7) Insofar as a certain price is already agreed upon conclusion of the contract in the case of a contractual relationship which has as its object the regular delivery of goods by us, price increases due to subsequent changes in market prices or costs, e.g. due to force majeure, increases in taxes, customs duties, other levies, purchasing or inspection costs, freight, handling or storage costs or changes in exchange rates, shall remain reserved. A price increase shall only be considered if all of these cost factors result in an overall cost increase.

(8) Paragraph (7) shall apply accordingly in the case of a contractual relationship involving goods which are not to be delivered until four months after conclusion of the contract or later.

(9) If an increase in the agreed price of more than 20% occurs in accordance with the above rules (paragraphs 1 and 2), our contractual partner shall be entitled to withdraw from the contract or, in the case of paragraph (1) and in the case of other continuing obligations, to terminate the contract at the time at which this price change comes into effect.

§ 5 Delivery and delivery time
(1) Deliveries are ex works.

(2) Deadlines and dates for deliveries and services promised by the Seller are always only approximate, unless a fixed deadline or a fixed date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.

(3) Unless otherwise agreed in text form (§ 126b BGB), the route and means of dispatch shall be at the discretion of the Seller.

(4) The Seller may - without prejudice to its rights from default of the Buyer - demand from the Buyer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period in which the Buyer does not fulfil its contractual obligations to the Seller.

(5) The Seller shall not be liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in the supply chain). Disruptions of operations of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which the Seller is not responsible. If such events make delivery or performance significantly more difficult or impossible for the Seller and the hindrance is not only of a temporary nature, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of a temporary nature, the delivery or performance periods shall be extended or the delivery or performance dates postponed by the period of the hindrance plus a reasonable start-up period. If the Buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediate declaration in text form (§ 126b BGB) to the Seller.

(6) The Seller shall only be entitled to make partial deliveries if

- the partial delivery can be used by the Buyer within the scope of the contractual purpose,

- the delivery of the remaining ordered goods is ensured and

- the Buyer does not incur any significant additional expenditure or additional costs as a result (unless the Seller agrees to bear these costs).

(7) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for him, for whatever reason, the Seller's liability for damages shall be limited in accordance with § 8 of these General Terms and Conditions.

§ 6 Place of fulfilment, dispatch, packaging, transfer of risk, acceptance
(1) The place of fulfilment for all obligations from the contractual relationship is the registered office of the seller, unless otherwise specified.

(2) The mode of despatch and packaging shall be at the dutiful discretion of the Seller.

(3) The risk shall pass to the Buyer at the latest with the handover of the delivery item (whereby the beginning of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made. If dispatch or handover is delayed due to a circumstance for which the Buyer is responsible, the risk shall pass to the Buyer from the day on which the delivery item is ready for dispatch and the Seller has notified the Buyer of this.

(4) Storage costs after the transfer of risk shall be borne by the Buyer. In the case of storage by the Seller, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per week elapsed. We reserve the right to claim and prove further or lower storage costs.

(5) The Seller shall only insure the consignment against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Buyer and at the Buyer's expense.

§ 7 Warranty, material defects
(1) The warranty period is one year from delivery.

(2) The delivered items must be carefully inspected immediately after delivery to the Buyer or to a third party designated by the Buyer. With regard to obvious defects or other defects that would have been recognisable during an immediate, careful inspection, they shall be deemed to have been approved by the Buyer if the Seller does not receive a notice of defects in text form (§ 126b BGB) within two working days of delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the Buyer if the notice of defects is not received by the Seller within two working days of the time at which the defect became apparent; however, if the defect was already recognisable to the Buyer at an earlier time under normal use, this earlier time shall be decisive for the start of the notice period. At the Seller's request, a rejected delivery item shall be returned to the Seller carriage paid and in compliance with the storage conditions (in particular the storage temperature) stated on the goods label. In the event of a justified complaint, the Seller shall reimburse the costs of the most favourable shipping route; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use.

(3) In the event of material defects in the delivered items, the Seller shall initially be obliged and entitled to rectify the defect or make a replacement delivery at its discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, the Buyer may withdraw from the contract or reduce the purchase price appropriately.

(4) If a defect is due to the fault of the seller, the buyer can demand compensation under the conditions specified in § 8.

(6) The warranty shall lapse if the Buyer modifies the delivery item without the Seller's consent (which also includes a not insignificant deviation from the storage temperature stated on the goods label) or has it modified by third parties and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Buyer shall bear the additional costs of remedying the defect resulting from the change.

(7) If a best-before date has been agreed for the goods or is printed on the goods label, the Seller guarantees the shelf life of the goods until the specified date, provided that the Buyer has complied with the storage conditions specified on the goods label, in particular the minimum storage temperature, without interruption in the period between handover to the Buyer and expiry of the best-before date. The burden of proof for this lies with the buyer.

§ 8 Liability for damages due to fault
(1) The Seller's liability for damages, regardless of the legal grounds, in particular from impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and unauthorised action, is limited in accordance with this § 8, insofar as fault is involved in each case.

(2) The Seller shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are the obligation to deliver the delivery item on time, its freedom from defects that impair its usability more than insignificantly, as well as obligations to provide advice, protection and care that are intended to enable the Buyer to use the delivery item in accordance with the contract or to protect the life and limb of the Buyer's personnel or to protect the Buyer's property from significant damage.

(3) Insofar as the Seller is liable for damages in accordance with § 8 (2), this liability shall be limited to damages which the Seller foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which he should have foreseen if he had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

(4) In the event of liability for simple negligence, the Seller's obligation to pay compensation for damage to property and any further financial losses resulting therefrom shall be limited to an amount of EUR 2.5 million per claim (corresponding to the current sum insured under its product liability insurance or liability insurance), even if this involves a breach of material contractual obligations.

(5) The above exclusions and limitations of liability shall apply to the same extent in favour of the executive bodies, legal representatives, employees and other vicarious agents of the Seller.

(6) Insofar as the Seller acts in an advisory capacity and this advice is not part of the contractually agreed scope of services owed by the Seller, this shall be provided free of charge and to the exclusion of any liability. In particular, the advice is not part of the contractually agreed scope of services owed if it is provided free of charge.

(7) The limitations of this § 8 do not apply to the liability of the seller for intentional behaviour, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

§ 9 Retention of title, resale
(1) The retention of title agreed below serves to secure all existing current and future claims of the Seller against the Buyer from the supply relationship existing between the contracting parties (including balance claims from a current account relationship limited to this supply relationship).

(2) The goods delivered by the Seller to the Buyer shall remain the property of the Seller until all secured claims have been paid in full. The goods and the goods covered by the retention of title which take their place in accordance with the following provisions are hereinafter referred to as "goods subject to retention of title".

(3) The Buyer shall store the goods subject to retention of title free of charge for the Seller in accordance with the storage conditions stated on the label of the goods.

(4) The Buyer shall be entitled to process and sell the goods subject to retention of title in the ordinary course of business until the realisation event (paragraph 7) occurs. Pledges and transfers by way of security are not permitted.

(5) In the event of resale of the goods subject to retention of title, the Buyer hereby assigns to the Seller by way of security the resulting claim against the purchaser - in the case of co-ownership of the Seller in the goods subject to retention of title in proportion to the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. The seller revocably authorises the buyer to collect the claims assigned to the seller in his own name. The Seller may only revoke this direct debit authorisation in the event of realisation.

(6) The Seller shall release the goods subject to retention of title and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50?%. The selection of the items to be released thereafter shall lie with the Seller.

(7) If the Seller withdraws from the contract in the event of behaviour by the Buyer in breach of contract - in particular default of payment - (enforcement event), it shall be entitled to demand the return of the reserved goods.

(8) The Buyer shall only be entitled to resell the goods purchased from the Seller to third parties who are not end users of the goods with the prior written consent of the Seller. The above sentence shall not apply if the goods purchased by the Buyer and/or their packaging are designed in accordance with the contract using a trade mark or a sales designation or the Buyer's company name.

§ 10 Force majeure
(1) Neither party shall be responsible for any delay or failure in the fulfilment of its obligation under the contract if such failure is caused by a result of force majeure.

(2) Force majeure means an unforeseeable event beyond the reasonable control of the affected party. Force majeure includes, but is not limited to, fire, flood, crop failure, earthquake, explosion, disease, epidemic, pandemic, war and the consequences thereof, traffic congestion, riots, strikes, lockouts, shortage of raw materials, lack of sufficient access to means of transport, freight embargoes and intervention by the government or other authorities. In the event that the Seller's subcontractor is affected by such events and this affects the fulfilment of the Supplier's contractual obligation, this shall also be considered a force majeure event.

(3) If a force majeure event occurs, the affected party shall immediately notify the other party thereof (if possible in writing).

(4) Should a force majeure event lead to cost increases for the Seller, the Seller shall be entitled to assert a price adjustment against the Customer in accordance with § 4 of these GTCs.

(5) The event of force majeure does not entitle the customer to cancel orders that have already been placed. If the force majeure event lasts for more than 60 days, either party shall be entitled to terminate the contract with immediate effect by giving written notice to the other party. Neither party shall be entitled to claim damages or other costs of any kind as a result of such termination.

§ 11 Place of jurisdiction, choice of law, severability clause
(1) If the Buyer is a merchant, a legal entity under public law or a special fund under public law, or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the Seller and the Buyer shall be Wiebelsheim or the registered office of the Buyer, at the Seller's discretion. In such cases, however, Wiebelsheim shall be the exclusive place of jurisdiction for legal action against the seller. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

(2) The relationship between the Seller and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

(3) Insofar as the contract or these General Terms and Conditions contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions if they had been aware of the loophole.

Status: valid from 01.04.2022

Note on the General Terms and Conditions:

Mandatory notice according to § 36 VSBG:
Sander Holding GmbH & Co KG takes the concerns of its customers very seriously and handles them carefully in-house. Sander Holding GmbH & Co KG therefore does not participate in dispute resolution proceedings before a consumer arbitration board within the meaning of the VSBG. Nor is it obliged to do so.

General Terms and Conditions of Purchase

§ 1 Applicability
(1) The General Terms and Conditions of Purchase apply to all contracts of Sander Holding GmbH & Co KG, Sander Catering GmbH and Sander Gourmet GmbH (hereinafter referred to as Sander), insofar as they represent the purchase of foodstuffs within the meaning of Article 2 of Regulation (EC) No. 178/2002 and associated ancillary services, i.e. in particular packaging.

(2) The General Terms and Conditions of Purchase shall also apply to future contracts insofar as they have been effectively included in a contract. Amendments to these General Terms and Conditions of Purchase shall apply to future contracts insofar as they have either been effectively included again or the Supplier has been notified in writing of amendments to the General Terms and Conditions of Purchase.

(3) General terms and conditions of the supplier are not recognised. Acceptance of deliveries and payment for deliveries shall not constitute acceptance of the supplier's general terms and conditions.

§ 2 Conclusion of contract, form
Contracts with suppliers must be concluded in writing.

§ 3 Terms of delivery
(1) Deliveries shall be made on the basis of Incoterms® 2020 DDP (...named place of destination).

(2) The supplier must submit a certificate of origin regarding the origin of the goods or a movement certificate and ensure complete traceability on request if the goods are covered by a preferential agreement and autonomous preferential measures are taken. The supplier shall make the declarations required for the import of goods and any other formalities without being requested to do so.

§ 4 Prices, contract term, packaging

(1) Insofar as prices are not fixed for individual deliveries or periods, either party may announce a change in prices with a notice period of ten weeks. The price change shall become effective unless the other party objects to this announcement by the end of this period at the latest. In the event of an objection, the contract shall end. Fixed-term contracts shall be extended by one year in each case unless they are cancelled by one party in writing or in text form at least three months before the end of the basic term or the extension period.

(2) Only environmentally friendly packaging materials suitable for foodstuffs may be used as packaging. The Supplier is obliged to avoid waste by using packaging materials that are suitable for Sander. The articles are to be labelled accordingly with an EAN/barcode/QR code specified by Sander.

(3) The following details must be stated on the delivery note:
(a) Order number
(b) Article number and batch number
(c) Name of the supplier
(d) Number of packages
(e) Number of parts per package
(f) Net and gross weight of the total consignment
(g) Number of the delivery note

(4) If goods to be delivered must be labelled or packaged in accordance with special national or international shipping regulations, the supplier must do this even without an express request.

(5) All shipping documents must include the order numbers provided by the supplier, the designated recipients and the correct place of receipt of the goods

§ 5 Partial deliveries, quantity deviations

(1) Partial deliveries are only permitted with prior written consent. Partial deliveries without such consent shall not give rise to any claim for reimbursement of additional transport costs. In the case of uncoordinated partial deliveries, the claim shall only become due with the complete delivery.

(2) Openly recognised excess or short deliveries shall entitle us to reject the delivery as a whole. Insofar as we accept excess or short deliveries, this must be confirmed by Sander in text form in advance.

(3) In the case of replacement deliveries, the Supplier's claim shall be limited to the originally agreed unit price.

§ 6 Deadlines, dates

(1) Decisive for the fulfilment of agreed deadlines and dates by the Supplier is the occurrence of the success of the service.

(2) The supplier must inform us immediately of any foreseeable delays, stating the reasons for them

§ 7 Inspection

(1) The inspection of incoming goods must be carried out within seven working days (excluding Saturdays), whereby the period begins with the delivery of the goods.

(2) Defects recognised in the process must be reported within two working days (excluding Saturdays) and other defects within two working days (excluding Saturdays) of their later discovery.

(3) In the event of deviations in quantity, the values determined by us in the incoming goods inspection shall be decisive.

(4) Short deliveries notified in good time shall result in a corresponding price reduction. Excess deliveries notified in good time shall not affect the price invoiced.

(5) The supplier shall ensure that delivered goods can be traced back to their origin within 24 hours so that necessary measures can be taken in justified cases, in particular in the event of danger to life and limb posed by the goods. When selecting its upstream suppliers, the supplier shall also ensure that the traceability of the goods is guaranteed.

(6) The supplier must inform us when submitting the offer if he offers goods that he produces in a country other than that of his place of business or that he obtains from another country. The purchase of goods from a country other than the country of origin must be authorised by Sander in advance.

§ 8 Further obligations of the Supplier

(1) The Supplier must manufacture and/or deliver the goods in accordance with the samples and specifications provided.

(2) The Supplier shall comply with the relevant food law regulations and provide evidence of this on request.

(3) The supplier shall monitor the production and in particular ensure constant monitoring by food chemists. He shall provide evidence of this on request.

(4) We are authorised to inspect and check the supplier's premises at any time during normal business hours and after reasonable prior notification.

(5) Within the scope of application of Regulation (EC) No. 1907/2006 (REACH), the supplier shall ensure that the substances used are registered and authorised.

§ 9 Warranty, limitation period

(1) The warranty period shall be 36 months. Longer statutory limitation periods shall remain unaffected.

(2) If defects occur within the limitation period, we shall be entitled to the statutory warranty claims. Notwithstanding the above, subsequent fulfilment shall be deemed to have failed if an attempt at subsequent fulfilment fails.

(3) In urgent cases, if the supplier could not be contacted and there is a risk of disproportionately high damage, we shall be entitled to carry out subsequent fulfilment at the supplier's expense and risk or to have it carried out by third parties. We shall inform the supplier of such measures without delay. The corresponding additional costs shall be invoiced to the supplier.

§ 10 Invoices, payment

(1) Invoices shall be sent to us by the Supplier in duplicate, either in paper form or electronically in the specification provided by us, at our discretion. In addition to the legally required information, invoices must show at least the order date and the order number.

(2) We shall pay invoices within 30 days without deduction. The period shall commence upon receipt of the proper invoice, but not before complete and defect-free delivery of the goods including the associated documents. In order to comply with the payment deadline, it shall be sufficient for the payment order to reach our bank on the last day of the deadline.

(3) Offsetting against our claims with counterclaims of the supplier is only permissible insofar as these are undisputed or have been legally established. The same applies to the assertion of a right of retention.

§ 11 Retention of title, rights of third parties, product liability, liability

(1) We object to the supplier's retention of title insofar as it goes beyond a simple retention of title.

(2) The supplier warrants that the delivered items are not encumbered with third-party property rights that restrict or prevent us from using them in accordance with the contract. The supplier shall indemnify us against any third-party claims arising from the infringement of third-party rights.

(3) In addition, the supplier shall indemnify us against all claims arising from product liability insofar as these are attributable to product defects for which the supplier is responsible.

(4) The supplier shall reimburse us for all damages incurred by us in connection with product liability cases, in particular due to necessary product recalls.

(5) The supplier shall maintain appropriate insurance to cover the aforementioned risks, which it shall maintain during the co-operation with us. He shall provide evidence of this at any time upon request. The sum insured under the Supplier's product liability insurance or public liability insurance must be at least 10 million euros. The Supplier must provide proof of insurance cover at Sander's request.

(6) Sander's liability is limited to damages which are based on a grossly negligent or wilful breach of duty by Sander or its legal representatives or vicarious agents. Sander is also liable for the breach of essential contractual obligations in cases of simple negligence, but limited to the damage that could have been foreseen with such negligence. Sander is not liable in cases of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are the obligation to make payment within the period stipulated in the contract, taking into account the performance of the reprimand in accordance with No. 7 and taking into account the fitness for purpose or intended use. Sander's liability for damages from injury to life, limb or health is unlimited. Insofar as Sander is liable for damages in accordance with No. 11.6, this liability is limited to damages which Sander foresaw as a possible consequence of a breach of contract when the contract was concluded or which it should have foreseen if it had exercised due care. The above exclusions and limitations of liability apply to the same extent in favour of Sander's executive bodies, legal representatives, employees and other vicarious agents.

§ 12 Confidentiality

(1) The Supplier shall treat the information made available to it by Sander as confidential and in particular shall not make it accessible to third parties, unless this information is already generally known or becomes generally known in the subsequent period without a breach of this confidentiality agreement. All documents, data carriers etc. made available to the Supplier must be returned at any time at Sander's request. The Supplier may only assert a right of retention against this claim if this is undisputed or has been legally established. The Supplier is obliged by Sander to conclude a corresponding confidentiality agreement with Sander.

(2) The Supplier is not authorised to use the cooperation with Sander for advertising purposes without prior written consent.

§ 13 Subcontracting, assignment

(1) The Supplier may only transfer assumed obligations in whole or in part to third parties with the prior written consent of Sander.

(2) The assignment of claims against Sander is excluded (§ 354 a HGB).

§ 14 Rules of conduct of our customers

Insofar as we have undertaken to comply with rules of conduct vis-à-vis our customers and make these available to the Supplier, the Supplier shall also comply with these rules of conduct himself. In addition, the Supplier is obliged to respect the Code of Conduct of the Sander Group.

§ 15 Place of fulfilment, place of jurisdiction, applicable law, severability clause

(1) The place of fulfilment for deliveries is the agreed destination.

(2) The relationship between the Supplier and Sander is subject exclusively to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply. German law shall apply with the exception of the CISG.

(3) The place of jurisdiction for all disputes between the parties is the registered office of Sander. However, Sander is also entitled, at its discretion, to sue the Supplier at its general place of jurisdiction.

(4) Insofar as the contract or these General Terms and Conditions of Purchase contain loopholes, those legally effective provisions which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole shall be deemed to have been agreed in order to fill these loopholes.

Status: valid from 01.11.2019