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Purchasing Conditions

D-24568 Kaltenkirchen
(Updated version – issue date 07.02.2011)

1. Scope of application
Unless agreed otherwise in writing, only the terms and conditions below apply to our orders. We do not acknowledge confirmation of any terms which deviate from this. Confirmations issued by the seller making reference to his terms of business, sale or supply are herewith expressly excluded. Any verbal or additional agreements must be confirmed in writing by ourselves in order to be valid.

2. General explanation
The Supplier agrees to inform us in writing prior to commencing production of any change in respect of the product, such as agreed specifications, the formulation, declarations (e.g. allergen labelling) and the manufacturing process, incl. the use of different raw materials sources or changes to the manufacturing aids used.

3. The issuing of orders
Orders are binding only if issued or confirmed by ourselves in writing.

4. Prices/payments
The Trapp prices indicated in the order are binding. All prices include carriage to the delivery address we provide. Prices are exclusive of VAT and include transport and packaging. Unless agreed otherwise, Trapp will make payments either – to be decided by Trapp – net within 14 days of receipt of invoice minus a 2% discount, or net within 30 days of receipt of invoice. The payment term commences only once the Supplier has made delivery in full, however. If delivery is defective or incomplete, Trapp is entitled to withhold proportionate payment until the time of fulfilment. Any payments made by Trapp do not, however, imply acceptance of the goods or acknowledgement that they are in accordance with the contract.

5. Delivery
The delivery times stated by ourselves are fixed times. The Supplier must advise Trapp immediately of any delays in delivery due to force majeure or other unforeseeable, exceptional and non-culpable circumstances, e.g. disruption of operations, strike, lock-out. In the case of failure to comply with fixed deadlines or warranties in respect of quality (guarantee properties), we may terminate the contract if all legal requirements are fulfilled, or claim damages on the basis of breach of duty. The legal provisions otherwise apply. Furthermore, deliveries must be made in accordance with the prescribed and agreed instructions (specifications, our information for suppliers document number FOQS030 and all documents annexed to these) and labelling. Any change to the aforementioned agreed specifications (and to all documents annexed to them) must be communicated to us immediately in writing and requires our written authorisation. Failure to comply entitles us to refuse acceptance of the delivery.

Unless agreed otherwise, only exchangeable Euro pallets (DB standard) which are in perfect condition are to be used.
A corresponding certificate of analysis and the latest product specification much be included with each delivery.
The following details must appear on the delivery note and the invoice (please issue in duplicate)
Order date
Contract number and/or our order number
Precise material indicator, article no,
Use-by date, batch no., volume delivered

Goods acceptance times:
Mon. – Thurs:. 7.00 – 15.00 hrs
Fri.: 7.00 – 12.00 hrs

6. Product liability
The Supplier shall, at first request, release Trapp from all third party claims for damages in the case of product failings for which the Supplier is responsible and where the cause is within the Supplier's control and/or area of organisation and where is he liable in relation to third parties. The Suppler undertakes to maintain appropriate product liability insurance which must, however, provide overall cover of 5 million euro per person/claim; all further claims for damages on the part of Trapp remain unaffected.

7. Third-party contracting
The Supplier is not permitted to pass orders issued by Trapp to third parties without prior written authorisation from Trapp.

8. Food law and environment
The Supplier guarantees that the products he supplies and their packaging and transport comply with applicable German and EU legal stipulations and accepted standards, in particular the guidelines within the German Food Code as well as any agreed specification or special terms specified in our order, and that they are manufactured and handled under application of the compulsory hygiene and quality controls and with all necessary duty of care and that raw materials packaging and packaging materials along with all machinery and equipment which comes into contact with products, incl. replacement parts and pipework as well as operating materials are food-safe in accordance with applicable legislation.

The Supplier undertakes, during the manufacture and supply of the products we have ordered, to protect the environment, use environmentally-friendly technologies and to handle natural resources with care. The Supplier further undertakes that he and his sub-contractors will make every endeavour to comply with the minimum social standards of the BSCI Code of Conduct.

9. Claims in the case of defects
Evident and concealed defects must be remedied promptly provided they are notified to the Supplier within 14 days of discovery. Our rights are maintained simply by submitting notification of any defect in good time. Claims for defects fall under statute of limitations 24 months from the time of delivery. The statute of limitations comes into effect at the earliest two months after the period during which we have met any claims for damages from other contractors or users as a result of said defect, and at the latest five years after the time at which the Supplier delivered the item to us.

10. Quality assurance
Trapp, and third parties contracted to Trapp, are entitled to conduct business audits within 14 days of issuing notification in order to check compliance with the contractual quality and safety requirements. This may involve checking manufacturing processes during production, taking samples, and checking quality and control records. We and any third party are required keep confidential all internal aspects of the Supplier's business.

11. Industrial property rights
The Supplier is liable for ensuring that the supply and use of the materials delivered do not breach third party industrial property rights and releases us from all claims. The Supplier is responsible for the payment of all licence fees or costs incurred in avoiding breach of industrial property rights as well as all expenses which may necessarily be incurred by ourselves in connection with claims from third parties.

12. Confidentiality
The Supplier must treat signing of the contact confidentially and may refer to the business relationship with us in reference lists, promotional materials etc. only following written authorisation. The parties to the contract agree to treat as a business secret all commercial or technical details which are not in the public domain and which are made known to them through the business relationship. Confidentiality applies equally following termination of the contract.

13. Place of fulfilment and payment, court of jurisdiction, applicable law
The place of fulfilment and payment as well as the court of jurisdiction is the buyer's registered head office. Trapp is, however, entitled, to bring an action against the Supplier at another court of law. This contract is governed by the legal provisions of the Federal Republic of Germany.

Kaltenkirchen, 07.02.2011

TELEFON (0 41 91) 9 08 00 - TELEFAX (0 41 91) 8 83 37

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