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  HELLIN DIREKT IN
  Articles of Association
 

General Terms and Conditions for Purchase

General Terms and Conditions for Purchase at BALT-HELLIN AS

Preamble

BALT-HELLIN AS, Tartu, Estonia (hereinafter BALT-HELLIN), commits itself without any restrictions to fair competition and fair form of contract. Therefore, usually no contract penalty is claimed based on our provisions. In our opinion, agreements between responsible business partners always include the elements of toleration and trust. We expect the same accommodation from our business partners and suppliers. The present general terms and conditions should give a contribution to the achievement of these goals and continuation of existence after that.


1. Scope
1.1 The following general terms and conditions are a standard for the deliveries and services by third parties (hereinafter Suppliers) to BALT-HELLIN.
1.2 These general terms and conditions apply without any exceptions. Other conditions cannot be used, even if BALT-HELLIN does not directly reject them. Other conditions may only apply, if BALT-HELLIN explicitly agrees to them in writing. Neither a refrained objection, nor the payment or acceptance of goods can be understood as acceptance of general terms and condition of third parties.

2. Ordering
2.1 For the whole processing of orders and deliveries between BALT-HELLIN and the supplier, the BALT-HELLIN order system „HELLIN-DIREKT“ shall be used. Purchase agreements between BALT-HELLIN and the suppliers are concluded through declarations of intents given through the system.
2.2 The time frames, deadlines and dates as well as all other conditions entered in HELLIN DIREKT should be adhered to, in order to ensure the legal force of orders, acceptances and other declarations.
2.3 The supplier will be granted relevant access rights and a password to enter the HELLIN DIREKT system.
2.4 Oral orders, calls, cancellations, contract amendments or additions, or any other declarations are only mandatory when they are recorded or confirmed by BALT-HELLIN in writing or by email. Declarations of suppliers made outside the ordering system „HELLIN-DIREKT“ should be sent by email to logistic@hellin.ee. Any fax communication should possibly be avoided, from the environmental point of view.
2.5 In addition, BALT-HELLIN and the Supplier must exchange their master data once a year. If the master data has not changed, a corresponding message must be communicated.


3. Delivery
3.1 Deliveries and transfer of risk shall be mace in accordance with Incoterm EXW „ex works“, unless other agreements have been concluded.
3.2 The goods should be inspected visually for apparent deficiencies upon arrival of goods in the AS BALT-HELLIN central storage, Tartu, Estonia. Should a defect be detected, a relevant claim shall be submitted within 2 weeks from the arrival of goods. In addition to this, BALT-HELLIN shall unconditionally have any other rights related to the deficiency of goods, including compensation for damages.
3.3 When goods are delivered within Estonia, pallets must be exchanged immediately. In this case undamaged and if possible equal Euro-pallets should be exchanged against each other.
3.4 If, however, for whatever reason, a supplier or another third person within Estonia should want to make a claim against Balt-Hellin for the surrender of Euro-pallets or compensation in money, this has to be done at the latest by the end of each business year. The supplier hereby declares explicitly his consent, not to make such claims at a later time and therefore to renounce to such claims after the end of the business year.
3.5 Upon delivery of the goods in other countries of the EU, a so-called exchange account of Euro pallets can be installed between the Supplier and Balt-Hellin, if an immediate exchange of Euro-pallets should not be possible. In this case, the written consent of Balt-Hellin is necessary.
3.6 An exchange account of Euro-pallets has also to be balanced by the end of the business year. If this is not the case, it is to be assumed that the account is balanced.


4. Due dates
4.1 The supplier shall indicate in the order system HELLIN DIREKT when the goods are placed at the disposal. The delivery of single products or product groups shall be made in accordance with separate agreements.
4.2 Changes in delivery dates and places shall be made known to BALT-HELLIN at least 60 days in advance, unless a different arrangement has been made.
4.3 The Supplier shall accept the acquisition and delivery guarantee. Should the Supplier not be able to deliver in time, it shall provide for a replacement or agree timely on another arrangement with BALT-HELLIN.
4.4 In case of unforeseen non- or partial delivery, BALT-HELLIN may suffer damages. For such damages, the Supplier shall be liable, if it has accepted the acquisition guarantee.
4.5 In the event of delay in delivery, BALT-HELLIN shall have the right to offset the damage claims during the course of current business transactions.

5. Quality
5.1 Unless otherwise agreed under a contract, the goods shall have the medium type and quality.
5.2 The supplier shall ensure product quality in accordance with the best available knowledge and technology in its company and country of origin, the applicable EU regulations and the FAO standards (Food and Agriculture Organization of the United Nations).
5.3 Additionally, the Supplier shall guarantee that the goods are produced in a way that they have the agreed properties and are free from defects that could impair or reduce the value or the suitability for the intended purpose. The same applies to material defects and defects of title.

5.4 The supplier undertakes to proove on demand and at his own expense the conformity of the product to the current food regulations as well as its traceability through certificates, timely certificates or expert reports of qualified official experts.

5.5 The contracting parties of BALT-HELLIN are entitled to carry out customary product audits and quality audits at the supplier’s site following prior announcement. The supplier confirms his support and cooperation for this purpose. 


6. Indemnification
6.1 The Supplier and BALT-HELLIN shall be mutually responsible based on legal requirements for damages of any kind that have arisen for a Party due to violation of legal or contractual obligations by another Party.
6.2. However, in the event of slightly negligent violation of obligations, the Supplier and BALT-HELLIN shall be liable for damages that they were able to foresee upon conclusion of the contract.
6.3 The limitation of liability shall not apply in case of compulsory legal liability (e.g. law on product liability), transfer of warranty, or causing physical injury.
6.4 The Supplier and BALT-HELLIN shall be obliged to their best to keep the damages as low as possible.
6.5 Upon calculating all costs, reimbursement or indemnification payments based on the present agreement or any applicable law, the economic situation of contractual partners, the extent and the duration of the business relationships, as well as the value of the products shall be taken into account in an appropriate and proportional manner.
6.6 Neither the Supplier nor BALT-HELLIN shall be entitled to transfer the claims against the other party without its consent to any third parties (prohibition of assignment).

7. Product liability
7.1 Should the Supplier be responsible for a product defect, it shall be obliged to exempt the BALT-HELLIN from the relevant claims of damages by third parties, provided that the reason is in its management and organizational area. BALT-HELLIN shall not enforce its claims to lost profit against the Supplier. In all other respects, the legal provisions shall apply.
7.2 In case of a product recall or public warning, the Supplier shall indemnify the relevant costs to BALT-HELLIN. BALT-HELLIN shall agree the content and extent of measurements to be carried out with the Supplier if possible.
7.3 In the event of product damage, BALT-HELLIN shall inform the Supplier immediately and shall not make any payments or accept any claims, without having to agree upon it in advance.

8. Change in subject matter of the contract
8.1 Possible changes in product assortment, specifications, deadlines and prices shall be agreed between the Suppler and BALT-HELLIN possibly on an annual basis and binding agreements shall be made as long as possible.
8.2 Changes in prices and product assortment for the goods in the retail business shall be made once a year due to the contractual obligations of BALT-HELLIN with regard to this. BALT-HELLIN shall inform the Supplier in time of the goods to be included in the retail business and a mutual agreement shall be concluded with regard to this.
8.3 In any other aspects, the changes in the price list and the product assortment of the Supplier shall be communicated to BALT-HELLIN in time, however, not later than 60 days in advance.
8.4 BALT-HELLIN is entitled to resell any goods that are subject to reservation of title in the ordinary course of business.
8.5 The Supplier shall notify BALT-HELLIN immediately in the event of any emerging delivery and production bottlenecks in order to protect BALT-HELLIN from possible contractual penalties and further damage. Such notification shall not release the Supplier from their obligation to deliver.
 

9. Invoices
9.1 Invoices in euro shall be submitted as pdf files to the email address invoice@hellin.ee or used for invoicing at the consent of HELLIN DIREKT.
9.2 Deficient or incorrect invoices shall not be valid and may be returned by BALT-HELLIN at any time. Missing documents, submission to a different place, incomplete information or errors made by the Supplier shall extend the payment period respectively. Should any delays in delivery be caused due to this, BALT HELLIN shall be entitled to enforce the claims at any time.

10. Cancellation
10.1 The contractual cancellation periods shall be adhered to.
10.2 A termination for a cause shall be reserved. Such a cause shall, amongst others, be present in the event of a lasting and permanent agreement violation by the Supplier, or in the event of a lasting and permanent loss of confidentiality in the reliability of the Supplier.

11. Confidentiality
11.1 BALT-HELLIN and the Supplier oblige to keep confidential any information on the business practice of the other party, obtained during the execution of the contract. The same applies after the termination of cooperation. However, both parties shall be entitled to disclose the fact of mutual cooperation as reference.
11.2 The Supplier shall be obliged to not use or disclose to third parties the sales methods of BALT-HELLIN and especially the customer base and any other relevant reports and correspondence for any other purposes than the ones set out in the present contract, unless BALT-HELLIN has given its consent in writing for doing so.
11.3 The confidentiality obligation with regard to customer base described here shall be valid for up to 5 years after termination of business relations, and shall apply to all employees of the parties, their commercial representatives, affiliated or related companies as well as their employees, or any other persons that have had access to the information on the customer base during the business relation, and are attributable to the Supplier, based on the business law.
11.4 In case of violation of the Supplier's obligation to keep the customer base confidential, BALT-HELLIN may enforce a contractual penalty to be verified by a judge, based on clause 6.5 of the present GTC. Any bigger indemnification claims shall be reserved.

12. Final provisions
12.1 All business correspondence between the Suppliers from the German-speaking areas and BALT-HELLIN shall be in German. The negotiation and working language shall be in this case also German. For Suppliers that are not resident in German-speaking areas, the correspondence, working and negotiation language shall be Estonian or English.
12.2 The place of execution shall be Tartu, Estonia, for delivery and service the respective place of destination.
12.3 The Supplier and BALT-HELLIN shall inform each other immediately of any changes in contact information and other important changes that might be relevant under the business relations or especially the delivery. The same applies to changes in ownership and dependence relations in relevant companies or groups that might be relevant for the future business relations.
12.4 The parties agree, that the exclusive place of jurisdiction is Bonn, Germany. However, BALT-HELLIN shall be entitled to turn to any other competent court, especially in Estonia. 
12.5 Any disputes arising from the business relations between BALT-HELLIN and the Supplier shall be governed by the law of Federal Republic of Germany, excluding the German international private law and the UNO GISG provision, provided that the business relations are of a cross-national nature. In other respects, the Estonian law shall apply.
12.6 Should the provisions of the present GTC not be valid or become invalid in part or in full, the validity of the other provisions shall not be affected. Instead of an invalid or inexecutable provision a proper arrangement shall apply that is closest to the economic intention of the Parties upon concluding the agreement, or their probable intention if they had thought about a relevant clause.


Copyright by BALT-HELLIN 2011

by HansaNet