General Terms and Conditions of Purchase for Suppliers of Amering Salzkammergut Eiprodukte GmbH (GTCP)
These Terms and Conditions of Purchase apply without exception to all—including future—orders, contracts, deliveries, and other services between the contractor (supplier) and Amering Salzkammergut Eiprodukte GmbH, unless otherwise expressly agreed.
1.2. Any provisions in the Contractor’s standard contract forms (e.g., terms and conditions regarding offers, delivery, sales, payment, etc.) that conflict with these Terms and Conditions of Purchase are null and void in their entirety, regardless of whether, when, or in what form they are brought to the attention of Amering Salzkammergut Eiprodukte GmbH. Deviating agreements regarding individual provisions of these Terms and Conditions of Purchase are effective only for the respective transaction and require prior, express, and written confirmation by Amering Salzkammergut Eiprodukte GmbH to be valid. Silence regarding the Contractor’s General Terms and Conditions shall in no case be deemed consent.
1.3. The Contractor is obligated to comply with the house rules, in particular the hygiene (in accordance with HACCP) and safety guidelines, and to ensure that its employees and service providers are made aware of them.
1.4. The Quality Management department will take samples from the delivered goods; these samples will be tested for compliance with the specifications. The Contractor shall bear the costs thereof. Sampling will be carried out by the Quality Management department in accordance with the Amering Salzkammergut Eiprodukte GmbH work instructions.
1.5. In the event of a complaint, product analyses and audits may be commissioned at the Contractor’s expense.
1.6. The Contractor undertakes to establish and maintain certification in accordance with a GFSI-recognized food safety standard (e.g., IFS, BRC, FSSC, Kosher, Organic). Certificates must be submitted by the Contractor to Amering Salzkammergut Eiprodukte GmbH upon expiration, update, or modification.
2.1. Offers made by the Contractor to Amering Salzkammergut Eiprodukte GmbH are free of charge and non-binding.
2.2. When submitting an offer, the Contractor must adhere strictly to the request made by Amering Salzkammergut Eiprodukte GmbH and must point out any deviations in writing.
2.3. Offers made by the Contractor to Amering Salzkammergut Eiprodukte GmbH are binding on the Contractor. The Contractor is bound by the offer for 4 weeks from the date of its receipt by Amering Salzkammergut Eiprodukte GmbH.
2.4. Bid documents and samples will not be returned.
2.5. Samples must be provided to Amering Salzkammergut Eiprodukte GmbH free of charge. If the Contractor creates documents (samples, specifications, etc.) that enjoy legal protection (including copyright protection) and makes them available to Amering Salzkammergut Eiprodukte GmbH, the Contractor grants Amering Salzkammergut Eiprodukte GmbH, in the event of a contract being concluded and in the absence of an express agreement to the contrary, an unrestricted, but non-exclusive right of use to these works; such a right shall be deemed to have been agreed upon.
3.1. Orders and the conclusion of contracts, as well as any amendments or additions thereto, must be made in writing. Submission via email is permitted. In the medium term, we plan to accept orders via EDI (Orders). This also applies to order confirmations, which must be issued immediately after the order is sent, at the latest within 2 days, and must also be transmitted via email or EDI (ORDRSP). Orders placed verbally or by telephone require express written confirmation by Amering Salzkammergut Eiprodukte GmbH. This also applies if the order is based on a written offer from the contractor.
3.2. All documents provided in connection with the submission of the offer or the order (e.g., samples, recipes, etc.) remain the property of Amering Salzkammergut Eiprodukte GmbH and may, without the prior written consent of Amering Salzkammergut Eiprodukte GmbH, be used only for the purpose of submitting the offer or fulfilling the order and may neither be reproduced nor made available to third parties. They may be reclaimed at any time and must be returned to Amering Salzkammergut Eiprodukte GmbH upon submission of the offer, or at the latest upon completion of the order, without being requested and without delay.
4.1. The agreed prices are fixed prices exclusive of VAT and include all expenses incurred by the Contractor in connection with the performance of the delivery and services. This includes, in particular, all costs for transportation, insurance, packaging, taxes, customs duties, and levies related to the Contractor’s deliveries and services. Amering Salzkammergut Eiprodukte GmbH shall bear only those costs that have been expressly agreed upon as obligations of Amering Salzkammergut Eiprodukte GmbH.
4.2. Price adjustments shall only be deemed accepted upon receipt of written confirmation from Amering Salzkammergut Eiprodukte GmbH.
4.3. Unless the order contains other provisions, the price term shall be “Free on Board (FOB) named place”; for foreign suppliers or deliveries from abroad, DDP (Delivery Duty Paid) in accordance with Incoterms 2020 shall apply.
5.1. Invoices must be sent to Amering Salzkammergut Eiprodukte GmbH upon receipt of the goods, citing the order number, and via EDI if possible. All invoices must show the statutory sales tax separately and include all legally required invoice details.
5.2. Unless otherwise agreed in writing, invoices will be paid by Amering Salzkammergut Eiprodukte GmbH, at its discretion, either within 45 days of receipt of the invoice, or within 14 days with a 3% discount, or within 60 days if the goods are received later.
5.3. Invoices containing factual or arithmetic errors or defects shall not be due until the correction agreed upon with Amering Salzkammergut Eiprodukte GmbH has been made and may be returned by Amering Salzkammergut Eiprodukte GmbH within the payment period in the event of defects. In this case, the payment period shall not begin to run until the corrected invoice is received. In the event of defective performance, Amering Salzkammergut Eiprodukte GmbH is entitled to withhold payment in full until proper performance has been provided, without loss of discounts, cash discounts, or similar payment benefits.
5.4. Amering Salzkammergut Eiprodukte GmbH shall make payments by bank transfer. A payment made to an Austrian bank accompanied by a transfer order to the Contractor shall be deemed a payment to the Contractor.
5.5. All bank charges shall be borne by the Contractor.
5.6. Payment by Amering Salzkammergut Eiprodukte GmbH shall in no case constitute an acknowledgment of the correctness of the deliveries and thus shall not constitute a waiver by Amering Salzkammergut Eiprodukte GmbH of any claims to which it is entitled arising from the performance of the contract (such as rights arising from warranty, guarantee, and damages).
6.1. The delivery must correspond exactly to the order placed by Amering Salzkammergut Eiprodukte GmbH in terms of execution (in particular content, delivery date/delivery period, and specified delivery location), scope, and partial deliveries. Deviations from this (e.g., advance or partial deliveries, as well as excess or short quantities) are only permitted with the prior written consent of Amering Salzkammergut Eiprodukte GmbH. Any resulting additional costs shall be borne by the contractor.
6.2. All deliveries must be accompanied by a fully completed delivery note containing precise details of all order information.
6.3. If partial, residual, or sample deliveries are permitted, they must be clearly marked as such.
6.4. If a delivery is made without the corresponding delivery and shipping documents, or if the delivery and shipping documents are incorrect, incomplete, or received late by Amering Salzkammergut Eiprodukte GmbH, the delivery shall be deemed incomplete, and the goods shall be stored at the contractor’s risk and expense until the complete and correct delivery and shipping documents are received.
6.5. Amering Salzkammergut Eiprodukte GmbH will accept the delivered goods only if they correspond to the order, are packaged in a manner customary in the trade and appropriate for the goods, and have been processed in accordance with the shipping regulations (Appendix ./1) of Amering Salzkammergut Eiprodukte GmbH.
6.6. Unless otherwise agreed in writing, delivery shall be made on standardized reusable Euro pallets; the return or exchange of the pallets shall be at the contractor’s expense and risk. The supplier undertakes to pay the applicable license fees in accordance with the regulations (for example, to Abfallrecycling Austria AG – ARA). In the event that Amering Salzkammergut Eiprodukte GmbH disposes of the transport packaging, the Contractor undertakes to reimburse the disposal costs accordingly. The Contractor is free to participate in another suitable disposal model. In this case, no reimbursement is due.
6.7. The Euro returnable pallets must be labeled on the front, wrapped in plastic film, sorted by type, free of protrusions, and suitable for high-rack storage (max. height 112 cm including wood) when delivered by the Contractor.
6.8. The determinations made by Amering Salzkammergut Eiprodukte GmbH shall be decisive for determining the weight and quantity of the delivered goods.
7.1. Agreed deadlines and dates must be strictly adhered to. Unless otherwise agreed in writing, goods are accepted Monday through Thursday from 7:00 a.m. to 3:00 p.m. Deliveries outside this delivery window will not be accepted and must be unloaded on the next business day at the contractor’s risk and expense.
7.2. In exceptional cases, deliveries may be accepted outside the delivery window defined in Section 7.1, subject to written approval by the responsible employee.
7.3. Agreed delivery periods begin on the date indicated on the order placed by Amering Salzkammergut Eiprodukte GmbH.
7.4. If the Contractor realizes that it cannot meet the agreed delivery periods and delivery dates, it must immediately notify Amering Salzkammergut Eiprodukte GmbH in writing, stating the reasons and the expected duration of the delay. The Contractor shall take all appropriate measures at its own expense to minimize delays as much as possible. The intended measures must be communicated in writing without delay. However, this does not affect the Contractor’s responsibility for timely performance of the contract.
7.5. In the event of a delay by the Contractor, Amering Salzkammergut Eiprodukte GmbH may, at its discretion, demand performance of the contract and compensation for damages resulting from the delay, or may withdraw from the contract in whole or in part without setting a grace period and claim damages for non-performance. Amering Salzkammergut Eiprodukte GmbH is further entitled to make substitute purchases at the Contractor’s expense.
7.6. In the event of default by the Contractor, Amering Salzkammergut Eiprodukte GmbH is entitled to charge a no-fault penalty equal to twice the order value per occurrence, which shall not be considered a penalty for breach of contract and shall be due for payment upon first demand by Amering Salzkammergut Eiprodukte GmbH. Claims for damages by Amering Salzkammergut Eiprodukte GmbH remain unaffected by this.
8.1. Production tools or documentation (plans, samples, specifications, etc.) that Amering Salzkammergut Eiprodukte GmbH makes available to the Contractor remain the exclusive property of Amering Salzkammergut Eiprodukte GmbH, which may dispose of them at its discretion.
8.2. The Contractor shall use the production equipment and documents owned by Amering Salzkammergut Eiprodukte GmbH exclusively for the purpose of fulfilling orders from Amering Salzkammergut Eiprodukte GmbH and shall, at its own expense, carefully store, maintain, and repair such equipment and documents, replace them as they wear out, and insure them against any damage.
8.3. The production equipment and documents owned by Amering Salzkammergut Eiprodukte GmbH must be treated as strictly confidential and may not be reproduced, published, or otherwise disclosed to or made accessible to third parties, nor used for any purpose other than the agreed-upon one, without the written consent of Amering Salzkammergut Eiprodukte GmbH. As soon as these items are no longer required for the execution of the order, they must be returned in full to Amering Salzkammergut Eiprodukte GmbH at the Contractor’s expense and risk, to be placed at the Company’s disposal.
8.4. These provisions also apply to production equipment or documents made available to the Contractor for the preparation of offers. These must be returned in full upon completion of the offer.
9.1. The Contractor warrants that the goods and other services possess the characteristics expressly specified, otherwise assured, or generally expected, and that they comply with the relevant provisions and standards, in particular with regard to the regulations in force within the European Union. Furthermore, the Contractor warrants the suitability of its deliveries and services for the specific application as well as the accuracy of the information contained in instructions for use, brochures, etc. The Contractor’s warranty obligation applies to all goods delivered by it, even if these or parts thereof were not manufactured by the Contractor. Unless a longer warranty period is provided for by law, the warranty period for movable property is 24 months and for immovable property 36 months, and begins to run upon the legally effective actual acceptance of the goods. These periods are interrupted by any written notice of defects. After the defect has been remedied and after each attempt at remediation by the contractor, the aforementioned period begins anew.
9.2. If goods are defective, Amering Salzkammergut Eiprodukte GmbH may—even in the case of minor defects—at its discretion demand immediate replacement, repair, or a price reduction, as well as compensation in lieu of rectification. If the Contractor fails to comply with or does not properly comply with Amering Salzkammergut Eiprodukte GmbH’s request for a replacement delivery, repair, price reduction, or compensation within the time limit set for it, Amering Salzkammergut Eiprodukte GmbH may withdraw from the contract.
9.3. The Contractor waives the defense of late notification of defects. The obligation to notify defects pursuant to §§ 377 et seq. UGB is hereby expressly waived. A notice of defects may be given at any time until the end of the warranty period.
9.4. In urgent cases, in the event of imminent danger, or in the event of refusal of rectification and/or subsequent delivery, Amering Salzkammergut Eiprodukte GmbH is entitled to have the defects remedied at the Contractor’s expense, without prejudice to the Contractor’s further liability.
9.5. If a defect is attributable to a circumstance for which the Contractor is responsible, or if the delivered goods lack a warranted characteristic, the Contractor shall also be liable for consequential damages resulting from the use of its goods or work. The Contractor shall indemnify and hold Amering Salzkammergut Eiprodukte GmbH harmless from any resulting claims by third parties.
9.6. In the case of the delivery of foodstuffs, food additives, and other substances used in food production, as well as packaging materials that come into contact with food during processing or packaging, the Contractor guarantees that they comply with the Austrian laws and European regulations in force at the time of delivery, in particular the provisions of food law and other related regulations, and that they are neither genetically modified organisms nor contain such organisms, nor have they been derived from genetically modified organisms.
9.7. The Contractor warrants that the delivered goods are in a condition that is safe under food law and do not contain any prohibited or physiologically harmful substances and/or any substances subject to declaration that have not been declared. The legal provisions regarding net content are complied with (compliance with the Prepackaged Goods Ordinance is guaranteed).
9.8. Upon request by Amering Salzkammergut Eiprodukte GmbH, the Contractor must provide the relevant certificates and documentation.
Amering Salzkammergut Eiprodukte GmbH has the right to publish the Contractor’s work results in whole or in part if they were created for Amering Salzkammergut Eiprodukte GmbH. The publication of such work results, as well as the use of such work results for the benefit of third parties by the Contractor, is permitted only with the prior consent of Amering Salzkammergut Eiprodukte GmbH.
11.1. Disruptions in performance caused by force majeure, labor disputes, operational disruptions through no fault of the parties, civil unrest, and other unavoidable events shall not entitle either Amering Salzkammergut Eiprodukte GmbH or the Contractor to assert claims of any kind.
11.2. If events of force majeure result in a restriction or suspension of production at Amering Salzkammergut Eiprodukte GmbH or prevent the shipment of goods or products manufactured by Amering Salzkammergut Eiprodukte GmbH to customers, Amering Salzkammergut Eiprodukte GmbH shall be released from its obligation to accept and pay for the goods for the duration and to the extent of the impact of such disruptions. If necessary, the contractor shall, in such cases, properly store the goods at its own expense and risk until they are taken over by Amering Salzkammergut Eiprodukte GmbH or by its customers.
11.3. Deadlines and time limits that cannot be met due to the occurrence of force majeure shall be extended by the duration of the effects of the force majeure.
11.4. In cases of force majeure, the Contractor shall make every effort to eliminate or mitigate the difficulties and foreseeable damages and shall keep Amering Salzkammergut Eiprodukte GmbH informed thereof on an ongoing basis.
11.5. Should a case of force majeure last longer than 4 weeks, Amering Salzkammergut Eiprodukte GmbH may withdraw from the contract in whole or in part.
12.1. The Contractor agrees to treat all information and documents received from Amering Salzkammergut Eiprodukte GmbH in the course of the business relationship as trade secrets and, therefore, as confidential, and not to disclose them to third parties. In cases where the Contractor engages third parties to fulfill its contractual obligations, it is obligated to enter into identical confidentiality agreements with such third parties.
12.2. Plans, catalogs, specifications, samples, presentations, and other documents provided by Amering Salzkammergut Eiprodukte GmbH remain its intellectual property. Any use, in particular the disclosure, reproduction, publication, or even the copying of excerpts, requires the express consent of Amering Salzkammergut Eiprodukte GmbH.
12.3. In the event of a breach of the required duty of confidentiality, a contractual penalty of EUR 50,000.00, independent of fault, is agreed upon, which is not subject to the court’s right of mitigation. Claims for damages exceeding this amount remain unaffected.
If any provision of these General Terms and Conditions of Purchase or of any other contractual agreements is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties are obligated to replace an invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision.
Amendments and supplements to these General Terms and Conditions of Purchase and other contractual agreements must be in writing to be effective. The same applies to deviations from the requirement of the written form.
15.1. The place of performance for both the services provided by Amering Salzkammergut Eiprodukte GmbH and those provided by the contractor is the location to which the goods are to be delivered or the services are to be rendered in accordance with the order.
15.2. The court with subject-matter jurisdiction at the registered office of Amering Salzkammergut Eiprodukte GmbH shall have local jurisdiction to decide all disputes arising from or in connection with these General Terms and Conditions of Purchase and the contracts concluded on the basis thereof. However, Amering Salzkammergut Eiprodukte GmbH shall also have the right to bring an action at the general place of jurisdiction of the contractor.
The legal relationship between Amering Salzkammergut Eiprodukte GmbH and the Contractor shall be governed exclusively by Austrian substantive law, excluding any conflict-of-laws provisions. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) and the Austrian International Private Law Act (IPRG) is expressly excluded, even if the Contractor is domiciled outside the territory of the Republic of Austria.
Amering Salzkammergut Eiprodukte GmbH
As of: February 17, 2023