Terms & Conditions

RetailPartner Group – General Terms & Conditions of Sale

  1. These general terms and conditions together with any offer, commercial agreement or purchase order, including any annexes form the basis for the entire agreement (hereinafter referred to collectively as the “Agreement”) between the Buyer and RetailPartner Holding GesmbH (registered and recorded at the Commercial Court of Wiener Neustadt with the address Straße 1, Obj. 50 C, 2351 Wiener Neudorf, Austria, under commercial register number FN 366305i) or its affiliated companies. The affiliated company of the RetailPartner group that provides the delivery and/or service is referred to in these general terms and conditions of sale as “RetailPartner”.
  2. Conflicting provisions in a written contract concluded between the Parties, shall take precedence over these general terms and conditions.
  3. All agreements that are entered into between the Buyer and RetailPartner for the purpose of executing a contract must be in writing. Changes and additions to the Agreement are required to be in written form.
  4. These general conditions are valid until revocation and apply for all future business dealings with the Buyer. Any general conditions from the Buyer do not apply.
 
  1. Quotes provided by RetailPartner are non-binding until conclusion of a written contract. Commission fees will be paid only if based on a written agency contract and receipt of fair value in return and appropriate documentation.
  2. RetailPartner reserves the right to technical and commercial changes prior to delivery.
  3. Any changes requested by the Buyer shall be charged separately and in addition to the price of the original request.
  4. Gravure cylinders can be re-used by RetailPartner without special notice after expiry of a 12-month period following latest use, except if a different storage period has been agreed in writing. Upon Buyer’s request cylinders may be stored for a longer period and storage costs will be charged to the Buyer.
 
  1. Any technical product specifications require written acceptance by RetailPartner. Upon Buyer’s written request RetailPartner may perform reasonable technical changes that can be realized within the cost and time frame of delivery.
  2. If the Buyer furnishes items or prescribes the use of certain materials, the Buyer must warrant the suitability of the items and materials for the intended use.
 
  1. The risk is transferred to the Buyer as soon as the goods leave the factory, e.g. warehouse. If delivery is delayed due to causes beyond RetailPartner´s responsibility, the risk is transferred to the Buyer on the day of the goods readiness for delivery. Any insurance after risk transfer is at the expense of the Buyer. RetailPartner delivers the goods EXW (Incoterms 2020), unless agreed otherwise in writing.
  2. Should the Buyer default in taking acceptance or breach other duties of co-operation, RetailPartner may, notwithstanding its other rights, appropriately store the products at the risk and expense of the Buyer. RetailPartner may set the Buyer a reasonable grace period of two weeks to take acceptance. Following expiry of the grace period, RetailPartner may, notwithstanding its other rights, rescind the agreement and/or demand compensatory damages from the Buyer.
 
  1. The delivery periods or dates quoted by RetailPartner shall only become binding and commence upon issue of the order confirmation, but not before receipt of agreed down payments, proven letters of credit or bank guarantees. The delivery period or date shall then be adjusted accordingly.
  2. After substantial delay due to default of RetailPartner, the Buyer can withdraw from the contract, if it has given RetailPartner an extension of the deadline in writing of at least four weeks and has declared cancellation thereafter.
 

In regards to any designs or documents delivered to RetailPartner, the Buyer is liable for any violation of intellectual property rights, including copyrights of third parties. The Buyer is responsible for the printing result of printing templates sent in or confirmed as ready for printing by the Buyer. Technological variations are permissible within industry practice. The Buyer’s payment for tools, plates, print- and embossing rolls used by RetailPartner sha­ll not create any entitlement to those utilities. Any IPR rights resu­lting from any research, developments, innovation activities, improvements, changes, discoveries, adaption of recipes or production methods or similar performed by retail packaging under or in connection with the Agreement are the sole and exclusive property of retail packaging.

 
  1. RetailPartner shall exclusively provide warranty for the properties of the contractual goods that have been expressly agreed in writing and subject to the following limitations. RetailPartner shall not provide any warranty for defects caused by improper handling, by normal wear and tear, storage or other acts and omissions of the Buyer and third parties. Likewise, RetailPartner does not provide any warranty for a specific use or purpose of the contractual goods, unless these would have been expressly agreed in writing.
  2. In case of any claim, the Buyer shall give RetailPartner  the opportunity to replace the defective goods or to rectify the defect. The Buyer shall not be entitled to withhold payment for defective goods, which RetailPartner is able to replace or rectify.
  3. Buyer’s claims are only permissible if the complaint about defects or quantity variations, which are recognizable at proper examination, has been communicated to RetailPartner in writing without delay, but at the latest within ten (10) days following receipt of the goods. The complaint must include a sample of the defective material and a detailed statement of the defect.
  4. RetailPartner is not liable that the goods are in compliance with the laws and regulations applicable to the activities of the Buyer.
  5. Any claims by the Buyer based on a defect in the purchased goods shall become time-barred after one year – unless otherwise expressly agreed in writing – following transfer of possession or delivery of the purchased goods.
 

RetailPartner liability for any indirect or consequential damages such as loss of use, reputation or profit is excluded to the extent legally permissible. RetailPartner total liability under the Agreement is limited to the price of the defective goods delivered.

 

The Buyer shall indemnify RetailPartner against any liability, damage, claims, proceedings and costs arising under or in conjunction with the sub-contractors, product designs, packaging design used by the Buyer or the container selected or stipulated by the Buyer in which the products are shipped. Should the Buyer sell the product, it shall indemnify RetailPartner inter se against third party product liability claims, provided the Buyer is responsible for the faults triggering the liability.

 
  1. Provided nothing has been stated to the contrary, the prices are always to be understood exclusive of the applicable current value added tax and packaging. If no particular prices have been agreed on, the general prices determined by RetailPartner, effective on the day of delivery are applicable. If specific prices have been agreed on but delivery takes places more than sixty (60) days after the scheduled delivery date, RetailPartner may adjust the prices.
  2. Payment is to be made by wire transfer or as otherwise agreed, excluding any deductions, freely and immediately, following receipt of the invoice. In the event of payment delay interest in the amount of 3m-Euribor + 6% may be charged. The right to claim further damages caused by the payment delay is reserved. The Buyer is responsible for any transaction fees or other payment expenses.
  3. Discounts or other price reductions are excluded unless agreed in writing. Any delays or defaults on the Buyer’s side void any agreed discounts or price reductions.
  4. Any set-off of claimed amounts against payments to RetailPartner are excluded unless the claims are finally determined by a competent court.
  5. Should the Buyer be in default of payment obligations and should there be legitimate doubts about its solvency, RetailPartner may immediately call in all receivables from the Buyer under the business relationship, withhold outstanding goods/services, in whole or in part, or rescind the current agreements, in whole or in part. RetailPartner reserves the right to use payments to settle the oldest due and payable debt plus the default interest and costs accrued thereon in the following sequence: costs, interest, debt.
 

The Buyer shall adhere to all applicable date protection laws and regulations including without limitation to the General Data Protection Regulation of the European Union EU2016/679 effective as of May 25, 2018. In connection with the performance of an order, the Buyer may acquire certain information from RetailPartner that is proprietary and confidential. Any such information which is not otherwise in the public domain or independently developed by the Buyer shall not be disclosed to any third party without RetailPartner prior written consent. Notwithstanding the above, the obligation of nondisclosure and nonuse of RetailPartner trade secrets and manufacturing know-how shall not expire.

 

Normally, regulated hazardous substances (such as per- and polyfluoroalkyl substances or plasticizers, hereinafter “Regulated Substances”), that are subject to concentration limits, are not included in the production process of food contact packaging materials. In some cases, Regulated Substances may be used, by RetailPartner or its subcontractors and suppliers but only to the extent permitted by the European laws and regulations applicable to RetailPartner or RetailPartner production site. Consequently, the Buyer is responsible for ensuring that the goods comply with the laws and regulations at the site of the Buyer or designated place of distribution, re-sale, advertising, consumption and the like.

  1. The Parties acknowledge that any form of bribery, corruption or inducement to act improperly, whether directly or indirectly, by or either Party’s employees, customers, partners, subagents, representatives, consultants, subcontractors or any affiliated persons or companies acting for or on its behalf, either permanently or temporarily employed, supervised or contracted (hereinafter “AffiliatedPerson”) is not tolerated. In light hereof, either Party warrants that it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, and corresponding provisions under any other applicable legislation (collectively referred to as the “Bribery Laws”), that neither Party or its Affiliated Person who performs or has performed services in connection with this Agreement has bribed another person or otherwise violated any Bribery Laws intending to obtain or retain business or other advantages and that either Party will ensure that its Affiliated Persons are provided with, have understood, and are contractually bound by, the undertaking set forth in this clause. Any violation of this clause shall constitute a serious breach of the Agreement, and this Agreement and all unfulfilled purchase orders may be terminated immediately.
  2. Furthermore Buyer is responsible for compliance with all applicable laws, rules, regulations and administrative requirements with respect to its activities pursuant to the Agreement, including those governing trans-border sales, import/export, re-export, storage, shipment, transfers of goods and particularly economic sanctions and export controls.
  3. The export permit required for the respective destination country has been obtained for all goods delivered by RetailPartner under this agreement, if not otherwise agreed upon. The Buyer shall be liable for any change in the destination country, shall be responsible for obtaining the relevant permits and shall indemnify RetailPartner against any and all claims in conjunction with a change in the destination country.
  4. In performing this contract, the parties will not enter into any business relationship with individuals or their companies on the list of the US Office of Foreign Assets Control (OFAC).
  1. Neither the Buyer or RetailPartner shall be liable to the for any loss or damage arising from its failure or delay to perform its obligations under this Agreement if such failure or delay was caused by circumstances outside the Parties reasonable control, such as war, act of terrorism, acts of God (hurricane, flood, earthquake, volcanic eruption), pandemics or imposition of government sanction embargo or similar action. In the event that the Buyer or RetailPartner is obstructed in its performance of its obligations under the Agreement due to reasons described in the aforesaid, it must promptly inform the other Party by written notice of such force majeure event, the reasons for it and the expected period of any delay or stoppage. The Buyer or RetailPartner will immediately take all reasonable measures to overcome the delay or stoppage. Provided that the Party claiming the force majeure event has fulfilled its obligations described above, the Agreement will be suspended for the period that the force majeure event continues to prevent performance and any costs arising from the delay or stoppage will be borne by the Party incurring those costs. Either Party may, if the delay or stoppage continues for more than sixty (60) days, terminate the Agreement with immediate effect and both Parties will be discharged from any future liability to perform.
  2. Failing to give such notice, the Party shall not be discharged from liability for any damage which could have been avoided had notice been given in due time.
 
  1. Location of the contracts fulfillment is the company site of RetailPartner, if nothing different has been stated in another commercial agreement or purchase order.
  2. Exclusive court of jurisdiction for all disputes in connection to the Agreement, including bill- and cheque trials resulting from it, is the court where RetailPartner has it registered office seat at the time the Agreement is concluded.
  3. The applicable law for the contract and these general terms and conditions shall be the law of the country in which RetailPartner registered office is located. The Agreement is concluded under exclusion of the UNCITRAL/CISG.
 
  1. All amendments to and alterations of this Agreement shall be made in writing and be duly signed by the authorized signatories of the Parties.
  2. Neither Party may assign, transfer, sub-license, sub-contract or otherwise dispose of any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
  3. In no event shall any delay, failure or omission of a Party in enforcing, exercising or pursuing any right, claim or remedy under this Agreement be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.
  4. If any term or provisions of this Agreement or part thereof shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the remaining provisions of this Agreement shall continue in full force and effect. The Parties shall substitute such provision by a valid and enforceable provision approximating to the greatest extent possible the essential purpose of the invalid or unenforceable provision.
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General Conditions of Purchase of RetailPartner Group

  1. These general terms and conditions together with any offer, commercial agreement or purchase order, including any annexes form the basis for the entire agreement (hereinafter referred to collectively as the “Agreement”) between the Buyer and RetailPartner Holding GesmbH (registered and recorded at the Commercial Court of Wiener Neustadt with the address Straße 1, Obj. 50 C, 2351 Wiener Neudorf, Austria, under commercial register number FN 366305i) or its affiliated companies. The affiliated company of the RetailPartner group that provides the delivery and/or service is referred to in these general terms and conditions of sale as “RetailPartner”.
  2. Conflicting provisions in a written contract concluded between the Parties, shall take precedence over these general terms and conditions.
  3. All agreements that are entered into between the Buyer and RetailPartner for the purpose of executing a contract must be in writing. Changes and additions to the Agreement are required to be in written form.
  4. These general conditions are valid until revocation and apply for all future business dealings with the Buyer. Any general conditions from the Buyer do not apply.
 
  1. The specifications of the delivery item made known to or by RetailPartner are deemed to be guaranteed characteristics. This also applies to information in brochures, certificates and test certificates on which the Contract is based.
  2. All offers made to RetailPartner are binding on the Supplier for a period of at least three months from their receipt by RetailPartner and, regardless of the preparatory work required for the submission of the offer to RetailPartner, do not constitute a claim to the placing of a Purchase Order or to payment.
  3. Purchase Orders will only be binding for RetailPartner if they are made out with an order number and are duly signed by RetailPartner.
  4. All Purchase Orders of RetailPartner are to be confirmed by the Supplier without undue delay by providing RetailPartner with an order confirmation.
  5.  
  1. The Supplier shall use and deliver flawless material and guarantees professional execution in accordance with the drawings, expedient construction and flawless assembly.
  2. The awarding of the execution of Purchase Orders in whole or in part by the Supplier to subcontractors, as well as any change of subcontractors or suppliers already accepted by RetailPartner , requires the express written consent of RetailPartner. In the event of non-compliance with this provision, RetailPartner is entitled to withdraw from the Contract within a period of 60 working days from knowledge of the circumstances.
  3. Machines and equipment must be equipped with the prescribed safety devices and comply with the applicable safety regulations. When setting up electrical installations or delivering electrotechnical products, the Supplier undertakes to comply with all electrotechnical safety regulations applicable at the place of destination.
  4.  
  1. The delivery/performance date specified by RetailPartner must be met punctually. Partial performance or early performance require the written consent of RetailPartner.
  2. In the event of delayed or incomplete performance, RetailPartner is entitled to withdraw from the Contract or to insist on performance without granting a grace period.
  3. As soon as the Supplier realises that timely performance is not or only partially possible, it must notify RetailPartner immediately, stating the reasons for and the expected duration of the delay, and obtain RetailPartner consent to subsequent performance within a period, which is to be set by RetailPartner.
  4. In the event of a delay in performance, RetailPartner shall be entitled to make a covering transaction with another supplier, applying § 376 UGB mutatis mutandis. This also applies in the event of delayed substitute performance.
  5.  
  1. The price to be paid by RetailPartner is always “including packaging”. In the event of deviating agreements, the packaging shall be charged at cost price and shown separately.
  2. Any damages caused by improper packaging shall be borne by the Supplier.
  3. Pricing shall in general be DDP in accordance with Incoterms in their version valid at the time of conclusion of the Contract.
  4. Costs for transport, packaging, insurance and others incurred in connection with the delivery of the goods will only be borne by RetailPartner if the assumption of these costs was agreed in writing, at the latest prior to shipment.
  5. If the Supplier carries out the shipment without explicit shipping instructions from RetailPartner or in contradiction to such instructions, RetailPartner shall be indemnified by the Supplier for all disadvantages incurred by RetailPartner as a result.
  6. The Supplier is obliged to deliver with the shipping documents the Quality Certificate for the supplied products. The Purchase Order number must be clearly indicated on all shipping documents. For deliveries from non-EU countries, the customs tariff number, net weight and country of origin of the delivery items must be stated on all delivery documents for customs clearing.
  7.  
  1. Unless otherwise agreed, the risk of accidental loss of the delivery item shall pass according to Incoterm DDP.
  2. The Supplier transfers full ownership to RetailPartner without reservation upon handover of the goods in accordance with the agreed Incoterm. Corresponding reservations by the Supplier are invalid in any case, i.e., even without objection by RetailPartner.
  3. The Supplier shall deliver any storage and operating instructions together with the goods without being requested to do so and, if applicable, shall expressly point out any further necessary measures in connection with the handling of the delivered goods. In the event of a breach of this provision, the Supplier shall be liable for the resulting damages and consequential damages.
  1. The nature, scope and cost of the services shall be described in detail in the Purchase Order.
  2. Services shall be invoiced either as fixed prices or according to actual expenditure or hourly expenditure, whereby in the latter case a maximum sum of billable hours (cap) shall be agreed. In the case of services that are charged by the hour, only the hours actually worked can be charged. Payment shall be made based on hourly records, which have been approved by RetailPartner.
  3. The Supplier warrants that it will provide the services to the best of its knowledge and care, and in accordance with the recognized rules of the technology. The warranty provisions of these General Conditions of Purchase shall also apply to services.
  4. The Supplier warrants to use only appropriately qualified personnel for the performance of the service.
  5. The dates stated for the provision of the service are binding in all cases.
  6.  
  1. Unless otherwise agreed, the agreed prices are fixed prices until complete fulfilment of the Purchase Order. Subsequent increases, for whatever reason, shall not be recognised.
  2. For down payments to be made, RetailPartner may, at any time, require the submission of a bank guarantee by a banking institution of the Supplier with an acceptable credit rating.
  3. Invoices are to be sent to RetailPartner immediately after delivery has been made or after the service has been rendered in full, quoting all Purchase Order data.
  4. The Supplier undertakes to issue the invoice documents in accordance with the applicable turnover tax regulations, including those of the EU. In particular, the necessary references to intra-Community delivery, reverse charge regulation or triangular transaction shall be made.
  5. Invoices that do not comply with the applicable regulations, as well as invoices with missing order data, shall be deemed not to have been submitted and shall be corrected by the Supplier.
  6. Unless no specific agreement is made, payment for deliveries/services shall be made within 90 days net after receipt of invoice and goods by RetailPartner. In the event of premature performance, the payment periods shall commence at the earliest on the originally agreed date of performance.
  7. Any payment shall not constitute recognition of performance in accordance with the Contract and shall therefore not affect any claims for compensation of RetailPartner in connection with the performance of the Contract.
  8. Exchange rate and currency fluctuations as well as bank charges shall be borne by the Supplier.
  9. RetailPartner is entitled to withhold payment until defective goods have been improved by the Supplier. Any discount claims of RetailPartner shall remain valid in this case.
  10. RetailPartner is entitled to offset with or withhold amounts payable by it or other companies affiliated with RetailPartner to the Supplier and companies affiliated with the Supplier. Furthermore, the Supplier is not entitled to set off its own claims against the claim of RetailPartner, except for undisputed or legally established claims.
  11. Assignments of claims against RetailPartner require the prior written consent of RetailPartner.
  1. The Supplier guarantees that the delivery/service complies with the specifications, the intended use, the latest state of the technology, the applicable standards, the relevant official requirements and provisions of trade associations, and, if additionally agreed, the quality agreement. Furthermore, the Supplier guarantees that the delivery/service is free of third- party rights.
  2. The warranty period shall be 24 months and shall commence upon confirmed acceptance or completion of the performance or proper commissioning (acceptance).
  3. RetailPartner shall not be subject to any obligation to examine the goods or to give notice of defects. Shortages and apparent defects of the delivered goods will be notified to the Supplier without undue delay as soon as such deficiencies have been discovered in RetailPartner ordinary course of business. Any applicable statutory obligations to examine and give notice of defects are otherwise excluded.
  4. The assertion of a warranty claim shall be deemed as performed within the warranty period if it has been asserted in writing and does not have to be submitted to court for this purpose. The warranty period and current payment periods are interrupted by the written notice of defects.
  5. If parts of the deliveries or the services do not comply with the Contract or the customary condition upon random inspection, the entire delivery/service may be objected to and RetailPartner reserves the right to reject the entire delivery/service and return it at the Supplier’s expense.
  6. In urgent cases, RetailPartner is entitled to carry out the necessary improvement work itself or have it carried out by third parties at the Supplier’s expense and risk. The warranty obligation of the Supplier also includes the costs of on-site rectification of defects as well as the assumption of removal and installation costs.
  7. In all other respects, the statutory warranty provisions shall apply. In the event of a withdrawal from the Contract, goods already delivered shall be returned to the Supplier at the Supplier’s expense and risk.
  8. Warranty and guarantee periods begin anew with the completed rectification of defects and handover.

The Supplier shall be liable for all damages, including loss of profit and consequential damages, suffered by RetailPartner or companies affiliated with RetailPartner, the contractual partners and/or end customers as a result of the defective execution of the Purchase Order or culpable breach of duties of disclosure at the pre-contractual stage and shall remain the sole contractual and contact partner for RetailPartner in the event that deliveries/services are provided by a subcontractor.

  1. Industrial property rights and ownership of drawings, samples, models, foils, tools, moulds and the like (hereinafter referred to as “Materials”), which are made available to the Supplier or which the Supplier produces in whole or in part at the expense of RetailPartner, shall remain with RetailPartner. The Materials may not be made accessible to third parties, may not be used for the Supplier’s own purposes, must be carefully stored and maintained by the Supplier, and must be returned to RetailPartner in perfect condition at any time upon RetailPartner request.
  2. The Supplier shall be liable, regardless of fault, for ensuring that no patents, utility models, trademarks, registered designs, copyrights or other intellectual property rights of third parties of any kind whatsoever, including business and/or trade secrets or know-how, are infringed by deliveries/services and their use, either directly or indirectly. The Supplier undertakes to indemnify and hold RetailPartner harmless from and against all third-party claims (including all associated costs and expenses, such as in particular legal costs).
  3. In addition, should third parties claim or assert property rights against RetailPartner in the context of the performance of the service/delivery, the Supplier shall procure the necessary right of use for RetailPartner within a reasonable period of time by concluding a licence agreement. If this is not successful, RetailPartner may withdraw from the Contract and assert further claims for compensation.
  1. In connection with the initiation of the Contract, the execution of the Purchase Order or the performance of the Contract, the Supplier may receive from RetailPartner or from a company affiliated with RetailPartner information that is proprietary and confidential (hence “Confidential Information“). Confidential Information that is not otherwise publicly available may not be disclosed to third parties without the prior written consent of RetailPartner, must be kept strictly confidential and may not be used or exploited in a commercial manner for the Supplier’s own benefit or the benefit of third parties.
  2. The Supplier undertakes and guarantees that all persons involved by him (company bodies, employees, consultants, subcontractors, etc.) to whom he grants access to the Confidential Information are also subject to a duty of confidentiality to the same extent in favour of RetailPartner.
  3. Upon RetailPartner request, the Supplier shall immediately return all documents (including copies) containing Confidential Information.
  4. The obligations to maintain confidentiality shall remain in force even after the termination of the business relationship.

Without the prior written consent of RetailPartner, the Supplier is not entitled to include and publish or otherwise use the trademarks or logos of RetailPartner Group in reference lists and in other communication materials.

Insofar as the Supplier processes personal data for and on behalf of RetailPartner within the scope of the deliveries/services,
the Supplier is obligated to comply with the applicable statutory provisions, in particular the Data Protection Act, as amended, and the General Data Protection Regulation (“DSGVO“). Accordingly, the Supplier must conclude an order processing agreement with RetailPartner at any time upon request pursuant to Art 28 DSGVO. If, in addition, data is to be transferred to recipients located in third countries outside the EEA, for the provision of services on the part of the Supplier, the Supplier is additionally obliged to conclude EU standard contractual clauses or suitable equivalent guarantees (using the contract templates issued by the EU Commission) within the meaning of Art. 46 (2) lit. c and d of the GDPR.

If the ability of RetailPartner or the Supplier or a subcontractor, supplier or third party used by the Supplier to provide the delivery/service or even only a part of the owed obligations on time is prevented by a case of force majeure, such as strikes (including political strikes), lockouts, war and natural disasters, pandemics and the like, RetailPartner shall be entitled to withdraw from the Contract in whole or in part or to demand the delivery/service or execution of a placed Purchase Order or even only a part thereof at a later date, without this giving rise to any claims on the part of the Supplier.

The Supplier and its sub-suppliers are obliged to comply with the respective statutory regulations on the treatment of employees, environmental protection and occupational safety, and to work to reduce adverse effects on people and the environment in its activities. To this end, the Supplier shall set up and further develop a management system in accordance with ISO 14001 within the scope of its possibilities. The Supplier is also obliged to observe and comply with the principles of the Global Compact Initiative (www.unglobalcom-pact.org) of the United Nations. These relate in particular to the protection of international human rights, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discrimination in respect to employment and occupation, environmental responsibility and the prevention of corruption. In addition, the Supplier is obliged to observe the principles of the Supplier Code of Conduct of the RetailPartner Group in the respective valid version. If these standards are violated, RetailPartner is entitled to withdraw from the Contract without notice period.

The Supplier undertakes vis-à-vis RetailPartner that all export and export control regulations currently applicable to the contractual deliveries/services and their export and/or re- export will be complied with at all times. Furthermore, the Supplier undertakes to comply with all EU and US sanctions regulations and to check its business partners and sub/pre- suppliers against current UN, EU, US sanctions lists and OFAC lists. Any violation of these export and export control regulations entitles RetailPartner to immediately terminate all existing contracts with the Supplier for cause, and RetailPartner shall be fully indemnified and held harmless in this regard.

  1. The place of performance of the Contract is the registered office of the RetailPartner group company having placed the Purchase Order, unless otherwise agreed in the Contract.
  2. In the event of disputes, the substantive laws of the country of the registered office of the RetailPartner group company having placed the Purchase Order shall apply exclusively. This applies both to the conclusion of the Contract and to the claims arising from the Contract.
  3. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
  4. The exclusive jurisdiction of the competent courts at the registered office of the RetailPartner group company having placed the Purchase Order is agreed for disputes.
  1. All additions and amendments to the contract must be in writing and duly signed by the authorised signatories of both contracting parties.
  2. Neither Party may assign, transfer, sublicense, subcontract or otherwise dispose of any of its rights or obligations under the Contract without the prior written consent of the other Party.
  3. No delay, failure or omission by either Party in asserting, exercising or pursuing any right, claim or remedy under this Agreement shall in any event be deemed a waiver thereof unless such right, claim or remedy has been expressly waived in writing.
  4. The contestation or adjustment of the contract due to error (including calculation error) is excluded for the Supplier.
  5. Should one of the provisions of the contract not be legally effective or become invalid, the validity of the remaining provisions of the contract shall not be affected thereby. In this case, the provision in question shall be interpreted within the scope of what is legally permissible in such a way that the economic and legal purposes originally intended by it are achieved as far as possible.
  6.  
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