General Terms and Conditions of Purchase

General Terms and Conditions of Purchase of the Goodlife Company GmbH

1. Definitions

1.1 “Goodlife Company” is the Goodlife Company GmbH, Kajen 12, 20459 Hamburg, Germany.

1.2 A ”supplier” is any company that enters into a contract with Goodlife Company for the purchase of goods (hereinafter uniformly referred to as “delivery”).

1.3 “Warehouse” means the Goodlife Company’s valid warehouse at the time.

2. General

2.1 These general terms and conditions of purchase of the Goodlife Company are an integral part of every agreement concluded with the Goodlife Company for deliveries, no matter whether the supplier provides the service itself or purchases it from vendors or dealers.

2.2 The Goodlife Company’s general terms and conditions of purchase, as amended from time to time, also apply to all subsequent and future transactions between the parties, even if no express reference is made thereto.

2.3 Deviating general terms and conditions from the supplier are hereby also rejected in the case of confirmation letters and unconditional deliveries or services. Anything to the contrary only applies if the Goodlife Company expressly agrees to it in writing in advance.

2.4 Individual agreements made between the parties in individual cases (including collateral agreements, supplements and amendments) take precedence over these general terms and conditions of purchase if they have been made in text form.

3. Orders

3.1 Orders from the Goodlife Company must be in text form.

3.2 Orders are freely revocable until they have been accepted.

3.3 Each order shall be confirmed by the supplier in writing or in text form. If the order confirmation deviates in whole or in part from the content of the order, or if it is not issued within three working days, it is deemed a new offer from the supplier and requires the express acceptance of the Goodlife Company.

4. Specifications / Information Requirements / Checks

4.1 It is agreed that the supplier will manufacture the products to be delivered to the Goodlife Company in accordance with certain specifications with regard to the production process and the product ingredients (hereinafter referred to as “Specifications”) which are communicated by the Goodlife Company in detail.

4.2 Changes to the manufacturing process or the products’ ingredients, the relocation of production sites and changes in procedures or facilities for testing the products or other quality assurance measures must be communicated to the Goodlife Company without delay and without being requested to do so. They do not become part of the contract without the Goodlife Company's express consent in text form.

4.3 The Goodlife Company has the right to carry out unannounced operation and production inspections at the supplier's or at the manufacturer's premises. The right to inspect and test also covers the supplier's or manufacturer's premises, equipment and documents relating to the manufacturing, storage and transport of the products and all related elements. The inspection by the Goodlife Company can also be carried out by a qualified, independent company.

4.4 The supplier is obliged to regularly check and establish the quality of its products via analyses and tests.

4.5 The supplier is obliged to carry out analyses or tests of products, samples or components thereof at its own expense in accordance with a test series determined by the Goodlife Company in each individual case. For this purpose, the supplier undertakes to send samples to a laboratory facility to be determined by the Goodlife Company. The supplier bears the costs of such laboratory testing by a third-party institution to a reasonable extent.

4.6 The supplier undertakes to keep documents relating to the manufacture, storage, delivery and sale of the products for a period of at least five years from the date of delivery and to make these documents available to the Goodlife Company upon request.

5. Delivery Dates / Delivery and the Transfer of Risk

5.1 Delivery dates and quantities are determined based upon the agreements in the order and are binding.

5.2 Unless otherwise agreed upon in writing, delivery shall be made “free to the buyer’s address” to the Goodlife Company's warehouse at the supplier's expense and risk. The Goodlife Company's warehouse is also the place of fulfilment (obligation to deliver).

5.3 The Goodlife Company must immediately be informed in text form if delays occur or become apparent.

5.4 The unconditional acceptance of a delayed delivery does not constitute a waiver of the Goodlife Company's rights arising from the delay.

5.5 Each delivery must be accompanied by a delivery note with the complete product name and correct delivery quantity. If a delivery is incomplete or incorrect based upon the delivery note, the Goodlife Company is entitled to refuse acceptance. Any associated costs are borne by the supplier.

5.6 The delivery note must be clearly visible on the first parcel and contain the following information:

Goodlife Company order number
Name of the supplier
Total weight
Article designation and quantity
Batch and best before date

5.7 With products with a best-before date (“BBD”), the best-before date must be agreed upon with the Goodlife Company when tendered. The BBD must be accurate to the day and must be clearly identifiable on the products as well as on the outer cartons. If the BBD falls short of the agreed upon date, the Goodlife Company is entitled to dispose of the goods at the supplier's expense; see clause 5.9. The Goodlife Company shall reserve the right to make further claims.

5.8 If the supplier delivers defective goods or goods that do not comply with the contract for other reasons, the supplier shall pay the Goodlife Company a lump sum contractual penalty in the amount of EUR 5,000.00 per agreed upon delivery upon request. The assertion of further claims remains unaffected by this. The contractual penalty is offset against any damage caused by the defective delivery. The supplier is also free to prove that the Goodlife Company did not suffer any or only suffered minor damage.

5.9 In the event of unsatisfactory or incorrect delivery, the Goodlife Company reserves the right to dispose of the products at the supplier's expense if the supplier does not collect the goods within three working days.

5.10 The supplier is obliged to provide the Goodlife Company with all article information about the products to be delivered in German and English prior to delivery, such as EAN codes, cut-outs and product and nutritional specifications.

5.11 Unless it is expressly agreed upon otherwise on a case-by-case basis, delivery must be made exclusively to the address specified in the Goodlife Company's applicable terms of delivery. The specified delivery times must be observed.

5.12 The supplier is obliged to send the Goodlife Company samples of each new product purchased to the following address:

Goodlife Company GmbH Kajen 12

20459 Hamburg, Germany

5.13 The contents of the package must be clearly labelled on the outside of all packages. Packages must be numbered consecutively. The total number of packages must be indicated on every package (e.g. 1/6).

5.14 The pallets must be packed according to type and batch. The goods to be delivered are only to be provided by the supplier on exchangeable and undamaged EPAL Euro pallets which have been properly packed and secured (max. height 1.60 metres). No other type of pallet is accepted. The supplier does not charge for empty pallets. The delivery occurs on full pallets. The only exception to this is for a remaining amount, which may be delivered on a partial pallet.

5.15 The supplier is advised that the Goodlife Company has no way to unload pallets from small vehicles. The supplier's vehicle must have an appropriate loading ramp.

5.16 In addition, the Goodlife Company's terms of delivery apply. They are available on the Goodlife Company’s website and contain further information on notification, delivery times and requirements for delivery.

6. Force Majeure

6.1 If the Goodlife Company is prevented from accepting the delivery at the place of destination in accordance with the contract due to force majeure, it is not in default of acceptance and the supplier's claim for consideration and/or damages is considered invalid.

6.2 Force majeure includes all circumstances that were unforeseeable and unavoidable at the time the contract was concluded or that can only be averted by unreasonable means, in particular, natural disasters, unrest and strikes.

7. Guarantee

7.1 By way of an independent guarantee, the supplier guarantees the Goodlife Company that it has all rights to trademarks, illustrations, graphics, images and texts required for the resale of the products and that it is authorised to use them. The supplier transfers the rights required for further trade with the products to the Goodlife Company upon the conclusion of the contract. The Goodlife Company hereby accepts the transfer.

7.2 In this respect, the supplier indemnifies the Goodlife Company against all third-party claims. The indemnification also includes the costs of legal defence.

8. Prices and Payment Conditions

8.1 The agreed upon purchase prices represent maximum prices for at least 12 months from the conclusion of the contract. Thereafter, any price increases by the supplier require a notice period of three months to the end of the month and confirmation in text form by the Goodlife Company.

8.2 Invoices are due for payment within 30 days or within 14 days with a 3% discount. The payment period only begins after complete delivery, in accordance with the contract and proper invoicing.

8.3 The Goodlife Company does not recognise the delivery as being in accordance with the contract if an unconditional payment is made.

8.4 Invoices are to be sent to:

Goodlife Company GmbH Kajen 12

20459 Hamburg, Germany

Digitally, they are to be sent to the following e-mail address: einkauf@goodlife-company.de. Invoices enclosed with packages do not constitute payment due for the invoice amount. Invoices and other documents containing prices must not be enclosed with the packages; they must be sent separately to the Goodlife Company.

8.5 Invoices must contain the following information:

Invoice address
Delivery note number, delivery date and delivery address
The supplier’s VAT identification number
The Goodlife Company order number
Article designation and quantity
Amount of VAT

9. Retention of Title

At the latest, the ownership of the delivered goods is transferred to the Goodlife Company after payment. An extended or expanded retention of title is expressly rejected.

10. Warranty and Liability for Defects

10.1 The statutory provisions apply in the event of material defects and defects of title, unless otherwise specified below.

10.2 The supplier ensures the Goodlife Company that the products are in perfect condition, safe and fit for the intended purpose of the delivery. It guarantees that in all respects, the products comply with the applicable legal requirements, rules and regulations of the country in which the product was manufactured, stored or from where it was delivered and where it is used. This also includes the provisions of the Act on Corporate Due Diligence Obligations in Supply Chains.

10.3 The supplier guarantees that the products delivered comply with the relevant statutory provisions, especially food and hygiene regulations, and are marketable within the meaning of the statutory provisions. It further guarantees that the manufacturing of the products is of high quality and in accordance with the highest industry standards. The products are safe, marketable and suitable for the intended use and conform to the specifications in every respect.

10.4 The Goodlife Company's inspection obligation is limited to defects which become apparent during external examination as part of the proper incoming goods inspection. It does not affect any claims based upon hidden defects.

10.5 Obvious defects must be reported within two weeks of receipt of the delivery. For hidden defects, the aforementioned period applies accordingly from the time at which the defect becomes known.

10.6 If the supplier fails to fulfil an obligation of subsequent performance – repair or replacement at the Goodlife Company's discretion – within a reasonable period of time, the Goodlife Company is entitled to remedy the defect itself or have it remedied and to demand reimbursement for the necessary expenses from the supplier. If the subsequent fulfilment cannot be postponed by the Goodlife Company due to particular urgency (e.g. in the event of imminent occurrence of disproportional damage), no deadline needs to be set.

10.7 In the event of an unsuccessful attempt at subsequent fulfilment, the Goodlife Company is entitled to withdraw from the contract and/or to claim damages instead of the service.

10.8 The statute of limitation for material defects is two years from the date of delivery.

11. Exemption and Insurance

11.1 The supplier undertakes to indemnify the Goodlife Company (and any company affiliated with the Goodlife Company) against any liability towards third parties or liability claims by third parties arising from the manufacture, delivery or storage of the products (product liability). The indemnification includes, but is not limited to, claims based upon a breach of warranty obligations and guarantees. The supplier is also obliged to reimburse the Goodlife Company for payments made in order to settle justified claims.

11.2 The obligation to indemnify and reimburse does not apply if the underlying event is demonstrably due to gross negligence or wilful misconduct on the part of the Goodlife Company or one of its employees, representatives, subcontractors or affiliated companies.

11.3 The supplier is obliged to immediately inform the Goodlife Company of any legal action brought against it or of the assertion of claims and to provide all relevant documents upon request.

11.4 During the contractual relationship with the Goodlife Company, the supplier affirms that it maintains comprehensive liability insurance, including product liability with a renowned European insurance company with minimum coverage of €10 million per claim.

11.5 The supplier is obliged to provide the Goodlife Company with annual confirmations of proof of coverage. Each confirmation must specify the scope of coverage.

12. Liability

12.1 The Goodlife Company’s and the supplier’s liability are governed by contractual and statutory provisions, unless otherwise stipulated below or in clause 10 on the warranty and liability for defects.

12.2 The supplier is obliged to indemnify the Goodlife Company against all third-party claims arising from defective delivery. Anything to the contrary only applies if it can be verified that the circumstance giving rise to liability does not originate from the supplier's sphere of control and organisation, or if the event upon which the liability is based was caused by grossly negligent or intentional conduct on the part of the Goodlife Company.

12.3 The indemnification obligation also applies to the costs of legal proceedings and other necessary expenses.

13. Confidentiality Obligation

13.1 The supplier undertakes to maintain the strictest secrecy towards outsiders about all confidential matters of the Goodlife Company and its customers and contractual partners.

13.2 Confidential matters are matters marked as “confidential” or that need to be classified as trade secrets due to other circumstances. In particular, this includes information on the Goodlife Company’s products, recipes, distribution channels, pricing structure and customer structure. The evaluation and utilisation of information from the aforementioned area is not permitted outside of the contractual relationship between the parties. The confidentiality obligation also extends to the details of the contractual relationship.

13.3 The secrecy obligation above shall not cover any information that is accessible to the general public without the supplier violating this agreement or that needs to be disclosed by law or by decision of an administrative authority.

14. Final Provisions

14.1 In addition, the general terms and conditions of the Goodlife Company GmbH for business transactions (B2B) apply, unless the respective purchase contract or these terms do not contain special provisions.

14.2 The supplier may only offset against claims from the Goodlife Company if the supplier's counterclaim is undisputed or has been recognised by declaratory judgment. The supplier may only assert a right of retention if it is based upon claims arising from the same contractual relationship.

14.3 Without the express written consent of the Goodlife Company, the supplier is not entitled to assign claims arising from the contractual relationship to third parties.

14.4 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the provisions of international private law.

14.5 Unless expressly agreed upon otherwise, the place of fulfilment is the place of destination of the goods, i.e. the Goodlife Company’s warehouse.

14.6 The exclusive jurisdiction for both parties is Hamburg, provided that the contractual partner is a company, a legal entity under public law or a special fund under public law.

14.7 Should individual provisions of these conditions be or become invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision will be replaced by a substitute regulation which comes as close as possible to the purpose of the invalid provision.