General Terms and Conditions of Purchase

As of: 01.10.2025

I. Scope of Application

These General Terms and Conditions of Purchase (hereinafter “GTC”) apply to all orders and purchase contracts of Weserland GmbH (hereinafter “Weserland”) in current and future business relationships, even if reference to them is not made expressly when the transaction is concluded. The version of the GTC valid at the time the contract is concluded shall apply and can be accessed at https://weserland.eu/en/gtc/
Conditions or restrictions of the supplier that deviate from these GTC shall not apply unless they have been expressly confirmed in writing by Weserland.
These GTC shall also apply if Weserland, being aware of conflicting conditions of the supplier, accepts the supplier’s delivery without reservation. Silence in response to an order confirmation containing contradictory statements shall not constitute acceptance.

II. Order, Order Confirmation, Conclusion of Contract

Orders and all agreements concluded between Weserland and the supplier for the purpose of executing the transaction are only binding if made in writing or electronically. Verbal agreements require written confirmation to be effective.
The supplier is obliged to confirm orders in writing or electronically within 3 working days. If no timely confirmation is received, Weserland reserves the right to withdraw the order.

III. Prices, Place of Performance, Transfer of Risk

The prices stated in the order are fixed prices.
Unless otherwise agreed, prices are quoted in Euro/kg CIP/CPT/DDP (Incoterms® 2020) — free of charge to our place of business — including packaging and freight costs, insurance and duties, plus the value added tax applicable at the time of delivery or performance.
Place of performance is our place of business. The supplier must insure deliveries at its own expense against transport damage and theft. Deliveries for which Weserland bears all or part of the freight costs must be transported by the most economical mode of shipment and at the lowest freight rates.
Risk shall pass to Weserland upon arrival of the delivery item at Weserland’s place of business. Until then, delivery and shipment are at the supplier’s risk, unless Weserland is in default of acceptance.

IV. Delivery Dates and Default in Delivery

Agreed delivery dates and deadlines are binding. Delivery periods commence on the date of order. The day the goods are received at Weserland is decisive for compliance with delivery dates and periods. If delivery is made before the agreed delivery date, Weserland reserves the right not to accept the delivery and to return it at the supplier’s cost and risk.
In the event of an identifiable delay, Weserland must be informed immediately with reasons and the expected duration of the delay. Otherwise, the supplier may not later rely on such reasons.
In the event of an identifiable delay, Weserland must be informed immediately with reasons and the expected duration of the delay. Otherwise, the supplier may not later rely on such reasons.

V. Scope of Services, Notification of Defects

The supplier shall perform its services with the utmost care and in compliance with the safety regulations of the authorities. The delivery must comply with the agreed specifications, standards, and state-of-the-art technology. The supplier guarantees compliance with all relevant legal regulations, particularly with regard to product safety and environmental law.
Partial deliveries are not permitted unless previously agreed. In such case Weserland is entitled to cancel the remaining quantity.
Performance of deliveries and services by third parties requires Weserland’s prior written consent. The supplier remains liable for the conduct of third parties employed to the same extent as for its own conduct.
As long as the supplier has not yet fully performed its obligations, Weserland is entitled, within reasonable limits, to request changes to the order with regard to design, execution, quantity and delivery time. The effects of such changes on costs, delivery dates, etc. shall be settled by mutual agreement.
Incoming goods inspection by Weserland is carried out by random sampling in respect of externally visible defects and transport damage. Otherwise, the obligation to give notice of defects pursuant to Section § 377 of the German Commercial Code (HGB) remains, but is extended to 10 working days from discovery for non-obvious defects.

VI. Code of Conduct and Sustainability

The supplier undertakes to comply with Weserland’s Code of Conduct (CoC) in its version applicable at the time. The CoC is based on the principles of the UN Global Compact, the ILO core labor standards and the OECD Guidelines for Multinational Enterprises. The CoC is part of these purchasing conditions and can be accessed at: https://weserland.eu/en/code-of-conduct/
The supplier undertakes to take appropriate measures to identify, prevent and mitigate human rights and environmental risks in its supply chain. This applies in particular with regard to the due diligence obligations under the German Supply Chain Due Diligence Act (Lieferkettensorgfaltspflichtengesetz – LkSG). Upon request, the supplier shall provide information on the implementation of its human rights and environmental due diligence and shall support Weserland in its documentation and reporting obligations.
The supplier shall also oblige its immediate upstream suppliers accordingly and shall take appropriate remedial measures without delay if there are indications of serious violations.
The supplier shall set up an appropriate internal whistleblower system or, upon request, provide access to such a system in order to enable anonymous reporting of human rights or environmental violations. Alternatively, the supplier may use Weserland GmbH’s whistleblower system: meldestelle@weserland.eu
Weserland reserves the right to carry out audits or request supplier self-assessments to verify compliance with due diligence obligations under the LkSG. The supplier is obliged to cooperate to a reasonable extent and to provide relevant information.

VII. Invoice and Payment

Invoices must comply with the statutory requirements, in particular the German Value Added Tax Act (UStG), and must be submitted stating the order number assigned by Weserland and the date of the order.
Unless otherwise agreed, payment of the purchase price shall be due 30 days after transfer and acquisition of ownership of the goods, receipt of a proper invoice and receipt of all contractually required documents. Payments shall be made cashless in a means of payment chosen by Weserland.
Payments shall be made subject to correction in the event of subsequently arising complaints. If a defect within the meaning of the warranty law exists, Weserland is entitled to withhold payment until the defect has been properly remedied.

VIII. Withdrawal

Weserland is entitled to withdraw from the contract if the supplier applies for the opening of insolvency proceedings, insolvency proceedings are opened, or the opening of insolvency proceedings is refused for lack of assets.
Weserland shall also have the right to withdraw if individual enforcement measures are carried out against the supplier.

IX. Assignment and Set-off

The supplier is not entitled to assign claims against Weserland or to have them collected by third parties without Weserland’s written consent, which shall not be unreasonably withheld. In the case of extended reservation of title our consent is deemed to be given. If the supplier assigns a claim without Weserland’s consent, the assignment shall be effective, but Weserland may, at its option, perform with discharging effect to the third party or to the supplier.
The supplier may only set off against acknowledged or legally established claims.

X. Confidentiality and Data Protection

The supplier undertakes to keep secret all confidential information, such as technical solutions, prices, conditions, samples, drawings and other trade and business secrets, which it has received knowingly or accidentally from Weserland, not to make them accessible to third parties and not to use them for its own or third party purposes. Ownership and copyright in such confidential information shall remain exclusively with Weserland.
Personal data shall only be processed in accordance with the applicable data protection laws, in particular the GDPR.

XI. Place of Jurisdiction and Governing Law

If the supplier is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all present and future claims arising from the business relationship shall be D-30419 Hanover. The same applies if the supplier has no general place of jurisdiction within the Federal Republic of Germany.
German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). If translations of these GTC into languages other than German have been made, only the German version shall be binding for Weserland and the supplier.

XII. Final Provisions

Should one or more provisions of these GTC be invalid or become invalid, this shall not affect the validity of the remaining provisions. Instead of the invalid provision, a valid provision shall be deemed to have been agreed which comes economically as close as possible to what the parties intended.
Deviating agreements to these GTC must be in writing. This also applies to the amendment of the written form requirement.