General conditions of sale and Delivery Incap Europe GmbH, Am Weidenbach 3, D-82362 Weilheim i.OB
1. Scope and Application
These General Terms and Conditions of Sale and Delivery apply exclusively to all deliveries, services, offers, quotations, order confirmations, sales, development support, sample deliveries, co-packing activities, filling activities, private-label projects, and related business transactions of Incap Europe GmbH, Am Weidenbach 3, D-82362 Weilheim i.OB, Germany, hereinafter referred to as the “Supplier”.
These Terms apply only to entrepreneurs, legal entities under public law, and special funds under public law. They do not apply to consumers.
The Buyer’s general terms and conditions shall not apply, even if the Supplier does not expressly object to them. Deviating, conflicting, or supplementary terms of the Buyer shall only apply if expressly accepted by the Supplier in writing.
These Terms also apply to all future business relationships between the Supplier and the Buyer, even if they are not expressly referred to again, provided that the Buyer has previously been made aware of them.
Individual written agreements between the Supplier and the Buyer shall prevail over these Terms.
2. Definitions
For the purpose of these Terms:
“Buyer” means the customer, purchaser, project partner, brand owner, distributor, co-packer, bottler, or other contractual partner purchasing Products or services from the Supplier.
“Products” means all empty INCAP dosing closures, closure components, domes, bases, foils, samples, bottles, sleeves, packaging components, filled INCAP closures, finished products, and related goods supplied by the Supplier.
“INCAP system” means the dosing closure system developed, supplied, licensed, patented, distributed, or commercialized by the Supplier or related companies.
“Empty INCAPs” means INCAP closure components supplied without ingredients, formulation, powder, liquid, granulate, tablets, or other substances.
“Filled INCAPs” means INCAP closures filled with powder, liquid, granulate, tablets, concentrate, or any other substance, with or without bottles.
“Finished Products” means products supplied as assembled or semi-assembled consumer units, including but not limited to filled bottles, sleeved bottles, labeled units, private-label units, OEM products, or other market-ready or semi-market-ready product configurations.
“Product Specifications” means the technical specifications, drawings, tolerances, dimensions, material descriptions, closure formats, bottle compatibility requirements, foil specifications, packaging descriptions, filling parameters, or other product-related specifications confirmed by the Supplier in writing.
“Confirmed Order” means an order accepted by the Supplier by written order confirmation.
“Related Companies” means affiliated companies, patent holders, production partners, subcontractors, manufacturers, filling partners, logistics partners, licensors, licensees, and other companies directly or indirectly involved in the development, manufacture, supply, filling, distribution, or commercialization of the INCAP system.
3. Offers, Quotations and Contract Formation
All offers, quotations, price indications, technical proposals, project assumptions, sample proposals, feasibility comments, and commercial discussions are non-binding unless expressly designated as binding in writing.
A contract is formed only upon written order confirmation by the Supplier.
The Supplier’s order confirmation shall be decisive for the content of the contract. If the Buyer does not object to the content of the order confirmation in writing within five working days after receipt, the order confirmation shall be deemed accepted, unless mandatory law provides otherwise.
Any changes, amendments, side agreements, special conditions, exclusivity arrangements, project commitments, or deviations from these Terms require written confirmation by the Supplier.
Quantity, size, capacity, dosage, performance, filling, compatibility, or technical information is approximate unless expressly confirmed as binding in writing.
The Supplier is not obliged to accept any order, repeat order, follow-up order, framework order, development project, or future supply request.
4. Product Specifications and Customer Responsibility
The Supplier delivers Products only in accordance with the Product Specifications confirmed in writing.
The Buyer accepts the Product Specifications, including all tolerances regarding dimensions, contents, material behavior, weight, capacity, color, closure function, filling behavior, and packaging, unless expressly agreed otherwise in writing.
The Buyer is solely responsible for assessing whether the Products are suitable for the Buyer’s intended use, application, formulation, bottle, production line, filling process, cap application process, storage conditions, transport route, target market, regulatory environment, consumer use, and commercial concept.
The Buyer undertakes to perform all necessary tests, validations, trials, compatibility checks, migration checks where required, line trials, filling trials, shelf-life tests, transport tests, consumer-use tests, and market-specific regulatory assessments before commercial use, resale, launch, or distribution.
The Supplier does not warrant that the Products are suitable for any specific purpose, application, bottle, ingredient, formula, country, regulatory classification, consumer claim, or market unless expressly confirmed in writing.
The Buyer shall indemnify and hold harmless the Supplier and the Related Companies from any claims, damages, costs, expenses, losses, recalls, penalties, or third-party claims arising from the Buyer’s intended use, application, formulation, filling, processing, labeling, marketing, distribution, resale, or consumer communication.
5. Prices and Cost Adjustments
Unless expressly agreed otherwise in writing, all prices are quoted in Euro, ex works, excluding freight, transport, insurance, customs duties, import duties, export duties, taxes, packaging, documentation costs, bank charges, and VAT.
The Supplier is not bound to previous prices for new orders, repeat orders, modified orders, or future projects.
If, after submission of an offer or after order confirmation, relevant cost factors change by more than 5% or otherwise materially affect the economic basis of the order, including but not limited to raw materials, energy, labor, transport, packaging, exchange rates, customs duties, import or export charges, subcontractor costs, tooling costs, filling costs, or regulatory costs, the Supplier may adjust the agreed price accordingly, provided that such adjustment is reasonable, commercially justified, and proportionate to the actual cost impact.
If the Buyer requests changes after order confirmation, the Supplier may charge all additional costs, including development costs, material costs, machine setup costs, idle time, tooling costs, subcontractor costs, logistics costs, and administrative costs.
6. Payment Terms
All payments shall be made in Euro exclusively to the Supplier.
Unless otherwise agreed in writing, 50% of the purchase price shall be paid without deduction within three calendar days after receipt of the order confirmation and proforma invoice. The remaining 50% shall be paid without deduction within three calendar days after the Supplier has notified the Buyer that the Products are ready for pickup, dispatch, or delivery.
The payment deadlines are strict deadlines. If the Buyer fails to pay on time, the Buyer shall automatically be in default without further notice.
In case of late payment, the Supplier may charge statutory default interest in accordance with applicable German law. The Supplier reserves the right to claim higher damages.
All collection costs, legal costs, court costs, extrajudicial costs, and enforcement costs arising from late payment shall be borne by the Buyer to the extent legally permissible.
The Buyer may only offset claims or exercise rights of retention if the Buyer’s counterclaims are undisputed, legally established, or acknowledged by the Supplier in writing.
If the Buyer fails to comply with payment terms, or if there are reasonable doubts regarding the Buyer’s creditworthiness, the Supplier may demand advance payment, security, payment of all outstanding claims, or suspend further performance.
If advance payment or security requested by the Supplier is not provided within the period set by the Supplier, the Supplier may withdraw from the contract and claim damages, including lost profit and costs already incurred.
7. Delivery, Incoterms and Transfer of Risk
Unless expressly agreed otherwise in writing, delivery shall be made EXW Incoterms 2020 from the Supplier’s warehouse, production site, subcontractor site, or other dispatch location designated by the Supplier.
The risk of loss, theft, breakage, damage, deterioration, delay, or transport-related defect shall pass to the Buyer upon notification of readiness for pickup or, at the latest, when the Products leave the warehouse, production site, subcontractor site, or dispatch location.
If dispatch, pickup, export, import, customs clearance, transport, or delivery is delayed for reasons attributable to the Buyer, risk shall pass to the Buyer upon notification of readiness for pickup or dispatch.
The Buyer is responsible for transport, freight, insurance, customs clearance, import permits, export documentation, local duties, taxes, and compliance with transport and import requirements unless expressly agreed otherwise in writing.
Upon written request by the Buyer, the Supplier may assist with export or customs documents where available. Any such assistance is provided without liability for the Buyer’s import, customs, tax, or regulatory obligations.
EUR.1 documents, Declarations of Origin, or similar customs documents shall only be provided upon request and if available. The Supplier may charge a separate fee for such documents.
Partial deliveries are permitted if reasonable for the Buyer.
Delivery times are approximate unless expressly confirmed as binding in writing. The Buyer may not derive any claim for damages, termination, non-performance, or delay from exceeding a non-binding delivery time.
If a binding delivery date is exceeded due to the Supplier’s fault, the Buyer must first grant the Supplier a reasonable grace period.
8. Packaging, Storage and Acceptance
Unless otherwise agreed in writing, the Supplier shall determine the type and method of packaging at its reasonable discretion.
The Buyer is obliged to take receipt of the Products as soon as they have been made available by the Supplier.
If the Buyer fails to take receipt of the Products, delays pickup, delays dispatch instructions, fails to provide required documents, fails to arrange transport, or otherwise prevents delivery, the Supplier may store the Products at the Buyer’s cost and risk.
If the Supplier stores the Products itself, the Supplier may charge storage costs of 0.5% of the invoice value of the stored Products per commenced calendar week. The Supplier reserves the right to claim higher storage costs if proven.
The Buyer must store the Products in accordance with the Supplier’s instructions and applicable material requirements. Polypropylene components, including but not limited to components made from Borealis RF365MO or similar PP materials, must be stored dry, protected from UV light, and at temperatures below 40°C unless otherwise specified.
Improper storage may cause degradation, odor, color changes, dimensional changes, functional changes, or other negative effects on the physical properties of the Products. The Supplier shall not be liable for damage, defects, or performance issues caused by improper storage, handling, transport, exposure, or processing after transfer of risk.
9. Inspection, Complaints and Defects
The Buyer must inspect the Products immediately upon receipt.
Any visible defects, incorrect deliveries, quantity deviations, transport damage, packaging defects, or other obvious non-conformities must be notified to the Supplier in writing without undue delay and no later than 14 calendar days after receipt of the Products.
Hidden defects must be notified to the Supplier in writing without undue delay after discovery.
The complaint must include a detailed description of the alleged defect, the relevant batch number, delivery note number, order number, photos where applicable, and sufficient samples of the allegedly defective Products to enable technical assessment.
After discovering an alleged defect, the Buyer must immediately stop using, filling, processing, assembling, selling, distributing, or modifying the affected Products and must keep them available for inspection by the Supplier or a third party appointed by the Supplier.
Complaints shall not be processed if the Products have been modified, opened, filled, processed, repaired, adapted, repacked, resleeved, relabeled, mixed with other components, or otherwise changed without the Supplier’s prior written consent, unless the Buyer proves that the defect existed prior to such action and was not caused or aggravated by it.
A quantity deviation of up to 5% between ordered and delivered Products shall be deemed acceptable unless expressly agreed otherwise in writing.
Samples, photos, renderings, drawings, prototypes, presentations, and design concepts are non-binding indications only unless expressly guaranteed in writing.
10. Warranty for Defects
The Supplier warrants that the Products conform to the Product Specifications confirmed in writing at the time of transfer of risk, subject to applicable tolerances and the limitations set out in these Terms.
The warranty period shall be 12 months from transfer of risk unless a shorter mandatory period applies or a different period is expressly agreed in writing.
In case of a justified and timely defect notification, the Supplier may, at its discretion, remedy the defect, deliver replacement Products, deliver missing quantities, grant a reasonable price reduction, or refund the purchase price of the defective Products.
Further claims are excluded subject to Section 11 and mandatory law.
The warranty does not apply to defects caused by:
a. improper use, filling, capping, assembly, sealing, sleeving, storage, transport, handling, or processing by the Buyer or third parties;
b. unsuitable bottles, neck finishes, production lines, capping heads, filling machines, sealing equipment, conveyors, torque settings, sleeve materials, labels, packaging, or other third-party components;
c. unsuitable, unstable, aggressive, corrosive, reactive, hygroscopic, oxygen-sensitive, moisture-sensitive, microbiologically unstable, or otherwise incompatible ingredients or formulations;
d. materials, components, recipes, instructions, drawings, artwork, labels, sleeves, packaging, bottles, or specifications supplied or prescribed by the Buyer;
e. normal wear and tear;
f. excessive load, mechanical stress, heat, UV exposure, humidity, ozone, aggressive cleaning agents, unsuitable chemicals, or other external influences;
g. unauthorized modification, repair, repacking, relabeling, resleeving, refilling, or reprocessing;
h. failure to conduct proper validation, line trials, compatibility testing, shelf-life testing, or regulatory assessment.
The Supplier does not provide any guarantee beyond the warranty expressly set out in these Terms unless expressly agreed in writing.
11. General Limitation of Liability
The Supplier shall be liable without limitation for damages caused by intent or gross negligence, for injury to life, body, or health, under the German Product Liability Act, and where the Supplier has expressly assumed a guarantee.
In case of slightly negligent breach of essential contractual obligations, the Supplier’s liability shall be limited to foreseeable, contract-typical damages. Essential contractual obligations are obligations whose proper performance enables the performance of the contract and on whose compliance the Buyer may regularly rely.
In all other cases of slight negligence, the Supplier’s liability shall be excluded to the extent legally permissible.
The Supplier shall not be liable for indirect or consequential damages, including but not limited to lost profits, loss of production, business interruption, loss of goodwill, loss of market opportunity, recall costs, withdrawal costs, replacement purchases, contractual penalties, retailer claims, consumer claims, reputational damage, or third-party claims, except where liability is mandatory by law or arises from intent or gross negligence.
Any liability of the Supplier shall, to the extent legally permissible, be limited to the amount paid by the Supplier’s liability insurer for the relevant damage event plus any deductible borne by the Supplier.
If the liability insurer does not make payment, the Supplier’s liability shall, to the extent legally permissible, be limited to the net invoice value of the Products directly affected by the damage event.
Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited by mandatory law.
No reversal of the burden of proof to the disadvantage of the Buyer is intended by these provisions.
12. Food Contact, Formulations and Regulatory Responsibility
If the Products are intended for contact with food, beverages, supplements, nutritional products, pharmaceutical-related products, medical nutrition, cosmetic products, chemical products, or other regulated substances, the Buyer is solely responsible for verifying the suitability of the Products for the specific application, formulation, target market, regulatory classification, and consumer use.
The Supplier may provide food-contact declarations, technical information, migration reports, compliance statements, or other documents where available. Such documents do not release the Buyer from its own duty to perform product-specific, formulation-specific, color-specific, market-specific, and application-specific validation.
The Supplier, its affiliated companies, production partners, patent holders, and Related Companies assume no responsibility for ingredients, formulations, powders, liquids, concentrates, granulates, tablets, substances, claims, recipes, nutritional values, stability, taste, microbiology, chemical interaction, dissolution, consumer safety, local approval, import approval, product registration, or labeling unless expressly agreed in writing.
The Buyer is solely responsible for compliance with all applicable national and international laws, regulations, standards, and authority requirements relating to food safety, food contact, supplements, beverages, pharmaceuticals, medical nutrition, labeling, claims, import, distribution, consumer protection, packaging, recycling, extended producer responsibility, and market approval, including where relevant FDA, EFSA, EU, UK, Swiss, US, or other local requirements.
The Buyer shall indemnify and hold harmless the Supplier and the Related Companies from any claims, damages, losses, costs, fines, penalties, recalls, authority actions, consumer claims, retailer claims, or third-party claims arising from the Buyer’s formulation, content, labeling, market placement, claims, distribution, resale, or regulatory non-compliance.
13. Filled INCAPs, Finished Products, Co-Packing, Sleeving and Private Label
Where the Supplier produces, arranges, or supplies Filled INCAPs or Finished Products, the Supplier’s responsibility is limited to the agreed process steps and Product Specifications confirmed in writing.
For Filled INCAPs supplied without bottles, the Supplier’s responsibility is limited to the mechanical sealing and integrity of the filled cap system at the time of transfer of risk, provided the filling was performed by the Supplier or by an authorized subcontractor of the Supplier.
For Finished Products, including filled bottles, sleeved units, labeled units, OEM products, or private-label products, the Supplier’s responsibility is limited to ensuring that:
a. the components supplied or arranged by the Supplier conform to the agreed Product Specifications at the time of transfer of risk; and
b. the filling, assembly, capping, sleeving, or packaging steps performed by or under the control of the Supplier were carried out according to the agreed process parameters.
The Supplier assumes no responsibility for formulation stability, ingredient quality, microbiological stability, chemical compatibility, taste, dissolution behavior, nutritional profile, consumer effect, health claims, performance claims, shelf-life, regulatory classification, local approval, import compliance, labeling, advertising, or market acceptance unless expressly agreed in writing.
The Supplier’s warranty and liability for Finished Products apply only to products that remain in the condition in which they were supplied. Any product that has been opened, resleeved, repacked, relabeled, refilled, reworked, modified, stored improperly, transported improperly, or otherwise altered by the Buyer or third parties shall be excluded from warranty and liability to the extent legally permissible.
Where a full-body sleeve covering both bottle and INCAP closure is agreed as part of the product configuration, the Supplier’s warranty and liability apply only if the sleeve is intact at the time of inspection or resale. Finished Products without such agreed sleeve protection, or with damaged, removed, modified, or replaced sleeves, shall not be considered sealed or warrantable in that respect.
If the Buyer sells the Products under its own brand, trademark, label, company name, private-label concept, or distributor identity, the Buyer is solely responsible for all brand, label, marketing, advertising, claim, consumer communication, retail, and end-user obligations.
The Supplier shall not be identified as the manufacturer, brand owner, responsible food business operator, importer, distributor, or regulatory responsible person on packaging, labels, websites, marketing materials, or public communication unless expressly agreed in writing.
The Buyer shall indemnify and hold harmless the Supplier and the Related Companies from any third-party claims relating to private-label products, marketing, labeling, advertising, claims, consumer communication, distribution, resale, regulatory approval, or end-user performance.
14. Certifications and Technical Documents
The Supplier may provide technical documents, declarations, certificates, or compliance documents where available and where applicable to the relevant Product.
A Declaration of Origin may be provided upon request if available.
A Declaration of Compliance relating to food-contact legislation may be provided upon request if available and applicable to the relevant Product.
Migration reports, where available, generally relate to raw material or specified tested configurations. Any migration testing for customer-specific colors, formulations, bottle combinations, market requirements, or applications must be initiated and validated by the Buyer at the Buyer’s cost unless expressly agreed otherwise in writing.
Certificates of Analysis are internal quality documents and are not normally provided to customers. They may be inspected during an agreed audit where legally and commercially appropriate.
A Certificate of Conformity may be provided for a specific production run where available.
The Supplier’s production partner Teamplast is ISO 22000:2018 certified. The Supplier and its production partners do not produce under pharmaceutical GMP standards unless expressly agreed in writing.
Any technical documents provided by the Supplier are based on information available at the time of issue and do not constitute a guarantee of suitability for the Buyer’s specific application, formulation, target market, or regulatory classification.
15. Retention of Title
The Products shall remain the property of the Supplier until all claims arising from the business relationship with the Buyer have been paid in full.
The Buyer may resell Products subject to retention of title only in the ordinary course of business and only if the Buyer is not in default of payment.
The Buyer hereby assigns to the Supplier all claims arising from the resale of Products subject to retention of title in the amount of the outstanding claims of the Supplier. The Supplier accepts this assignment.
The Buyer shall treat Products subject to retention of title with care, store them separately where reasonably possible, insure them adequately, and inform the Supplier immediately of any seizure, pledge, insolvency-related event, or third-party interference.
If the Buyer breaches the contract, in particular in case of payment default, the Supplier may demand return of the Products subject to retention of title after setting a reasonable grace period where required by law.
16. Intellectual Property, No License and No Implied Rights
All intellectual property rights, patents, utility models, trademarks, designs, know-how, drawings, technical documents, concepts, samples, product ideas, system architectures, manufacturing methods, filling methods, tooling concepts, and related rights concerning the INCAP system remain the exclusive property of the Supplier, the patent holder, or the relevant rights holder.
The sale or delivery of Products does not grant the Buyer any license, ownership right, usage right, manufacturing right, tooling right, patent right, design right, trademark right, know-how right, or right to reproduce, copy, reverse engineer, modify, manufacture, or commercialize the INCAP system beyond the resale or use of the Products delivered under the confirmed order.
The Buyer may not copy, imitate, reverse engineer, deconstruct, reproduce, modify, or create derivative products based on the INCAP system or related components.
Any use of the Supplier’s trademarks, logos, product names, images, technical drawings, marketing materials, website content, or brand assets requires prior written approval.
The Buyer shall not register or attempt to register any trademarks, designs, patents, domains, social media accounts, product names, or other rights that are identical or confusingly similar to those of the Supplier, the INCAP system, or Related Companies.
17. No Exclusivity, No Implied Protection and Independent Customer Projects
Unless expressly agreed in writing and signed by both parties, the Supplier does not grant any exclusivity, market protection, territorial protection, customer protection, application protection, category protection, formula protection, first-mover protection, launch protection, or product-category restriction.
Discussions, correspondence, meetings, sample deliveries, concept exchanges, feasibility reviews, technical comments, project evaluations, questionnaires, offers, quotations, or cooperation before a formal written agreement shall not create exclusivity, market protection, binding supply obligations, development obligations, or expectations of protection.
The Supplier operates as a neutral component, dosing closure, packaging system, and solution provider and may supply identical or similar Products to other customers, including customers in the same markets, industries, countries, product categories, application fields, or competitive environments.
The Buyer acknowledges that the Supplier may work with multiple customers simultaneously, including on similar or competing product concepts.
No rights may be derived from being first in discussions, first in sampling, first in development, first in market preparation, or first in launch unless expressly agreed in writing.
Any exclusivity or protection, if agreed, must be:
a. expressly defined in writing;
b. limited in scope;
c. limited in time;
d. product-specific or territory-specific;
e. linked to concrete commercial commitments, minimum quantities, payment obligations, or other measurable performance obligations.
18. Change of Control, Assignment and Continuity of Supply
A change of ownership, change of control, sale of shares, sale of assets, transfer of intellectual property, merger, restructuring, licensing transaction, investment, business sale, or similar transaction involving the Supplier, its affiliated companies, patent holders, production partners, or Related Companies shall not affect the validity of Confirmed Orders or binding written agreements already accepted by the Supplier.
The Supplier may assign, transfer, subcontract, or delegate its rights and obligations under any Confirmed Order or agreement to an affiliated company, legal successor, purchaser of the business, purchaser of the relevant assets, licensee, production partner, or other qualified third party, provided that the essential commercial and technical obligations already confirmed in writing are maintained.
Such transaction shall not grant the Buyer any exclusivity, market protection, continuation right beyond Confirmed Orders, objection right, consent right, termination right, compensation right, or right to prevent, restrict, approve, or influence the transaction.
The Supplier, its successor, assignee, purchaser, licensee, or subcontractor shall not be obliged to accept future orders, renew supply, continue development projects, maintain previous commercial terms, maintain previous pricing, maintain previous customer-specific support, or continue discussions unless expressly agreed in a separate written agreement.
Confirmed Orders shall be honored in accordance with their terms unless performance becomes impossible, unlawful, commercially unreasonable due to force majeure, or otherwise subject to withdrawal, suspension, or termination under these Terms or applicable law.
19. Force Majeure
The Supplier shall not be liable for delay, non-performance, partial performance, increased costs, or inability to perform caused by events beyond the Supplier’s reasonable control.
Force majeure events include but are not limited to strikes, lockouts, labor disputes, raw material shortages, energy shortages, transport disruptions, customs delays, supplier failures, machine breakdowns, tool damage, mold damage, fire, flood, natural disasters, war, terrorism, pandemics, epidemics, government measures, export restrictions, import restrictions, sanctions, regulatory changes, cyber incidents, or other unforeseeable or unavoidable circumstances.
In case of force majeure, the Supplier may postpone performance for the duration of the hindrance plus a reasonable restart period, make partial deliveries, procure alternatives, adjust delivery schedules, or withdraw from the contract in whole or in part.
The Supplier shall inform the Buyer without undue delay of any material force majeure event and shall use reasonable efforts to minimize its effects.
20. Cancellation, Suspension and Call-Off Orders
Cancellation, reduction, postponement, or suspension of a Confirmed Order by the Buyer requires prior written consent of the Supplier.
If the Supplier consents to cancellation, reduction, postponement, or suspension, the Buyer shall reimburse all costs already incurred, including but not limited to material costs, production costs, tooling costs, filling costs, subcontractor costs, packaging costs, logistics costs, administrative costs, idle time, and lost profit.
For call-off orders, framework orders, blanket orders, or similar arrangements without fixed call-off dates, quantities, or acceptance dates, the Supplier may request binding call-off instructions no later than three months after order confirmation.
If the Buyer does not provide binding call-off instructions within a reasonable period set by the Supplier, the Supplier may withdraw from the contract in whole or in part and claim damages.
21. Confidentiality and Customer Concepts
Each party shall keep confidential all non-public technical, commercial, financial, strategic, product-related, customer-related, formulation-related, and business information received from the other party.
The confidentiality obligation shall not apply to information that is publicly known, already lawfully known to the receiving party, independently developed without use of confidential information, disclosed by a third party without breach of confidentiality, or required to be disclosed by law, court, authority, auditor, investor, insurer, legal advisor, tax advisor, or financing partner.
The Buyer acknowledges that general product ideas, beverage categories, supplement concepts, dosing applications, ingredient categories, consumer trends, use cases, and market opportunities are not confidential unless expressly identified in writing as confidential and sufficiently specific.
The Supplier shall remain free to work on similar or competing projects for other customers, provided that the Supplier does not disclose the Buyer’s confidential information.
22. Recycling Materials and Sustainability-Related Variations
If recycled, regenerated, bio-based, mass-balance, reduced-material, lightweight, or sustainability-related materials are used, variations in color, odor, surface structure, purity, mechanical properties, physical properties, chemical properties, or batch consistency may occur.
Such variations shall not constitute defects if they are typical for the material type, within agreed tolerances, or do not materially impair the agreed technical function of the Product.
The Buyer is responsible for verifying whether any recycling, sustainability, environmental, packaging, labeling, deposit, EPR, or waste-related requirements apply in the target market.
The Supplier does not guarantee recyclability, deposit compatibility, circularity, environmental classification, or sustainability claim suitability in any specific country unless expressly agreed in writing.
23. Compliance, Export Control and Sanctions
The Buyer shall comply with all applicable laws and regulations relating to export control, sanctions, anti-bribery, anti-corruption, customs, import, product safety, food safety, packaging, labeling, and distribution.
The Supplier may refuse, suspend, or terminate performance if the Supplier reasonably believes that delivery, payment, resale, use, export, import, or distribution may violate applicable sanctions, export control rules, customs rules, or other legal requirements.
The Buyer shall not resell, export, re-export, transfer, or make available Products to sanctioned persons, sanctioned territories, prohibited end users, or for prohibited end uses.
The Buyer shall indemnify and hold harmless the Supplier from any claims, penalties, losses, damages, or costs arising from the Buyer’s breach of this section.
24. Governing Law and Jurisdiction
These Terms and all contractual relationships between the Supplier 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 shall not apply.
The place of performance shall be the Supplier’s relevant production site, warehouse, subcontractor site, or dispatch location, unless expressly agreed otherwise in writing.
For all disputes arising out of or in connection with the contractual relationship, the courts competent for the registered office of the Supplier shall have jurisdiction. The Supplier shall also be entitled to bring claims before the courts competent for the Buyer’s registered office or any other legally available jurisdiction.
25. Amendments to these Terms
The Supplier may amend these Terms with effect for future orders.
The version applicable at the time of the Supplier’s order confirmation shall apply to the respective Confirmed Order.
Amendments to already Confirmed Orders require written agreement unless otherwise permitted by these Terms or applicable law.
26. Severability
If any provision of these Terms is or becomes invalid, unenforceable, or incomplete, the validity of the remaining provisions shall remain unaffected.
The parties shall, to the extent legally permissible, replace the invalid, unenforceable, or incomplete provision with a valid and enforceable provision that comes as close as possible to the commercial purpose of the original provision.
The same shall apply to any contractual gap.
27. Language
These Terms are drafted in English for international B2B business use.
Where German legal concepts are used or where interpretation is required, such terms shall be interpreted in accordance with German law.
