GENERAL TERMS AND CONDITIONS OF PURCHASE OF FLAVOLOGIC GMBH

GENERAL TERMS AND CONDITIONS OF PURCHASE OF FLAVOLOGIC GMBH
1. DEFINITIONS.
- “FlavoLogic” means FlavoLogic GmbH, a German company, with its seat in Vaterstetten, Germany,
registered with the commerce register at the local court of Munich under HRB 194999 or any of its
subsidiaries or Affiliates.
- “Supplier” means the supplier named in the Order and/or Agreement, as the case may be.
- “Products” mean, among others, the perishable and non-perishable ingredients, raw material, food and/or
beverages and/or similar and related products, in each case including by-products, that FlavoLogic purchase
or may purchase from Supplier as described in the Order and/or Agreement, as the case may be.
- “Agreement” means any Order from FlavoLogic to the Supplier and these PGT&C (as defined below),
together with any other written agreement between FlavoLogic and Supplier, including any amendments
thereto.
- “Order” means the written purchase order or any other written order issued by FlavoLogic for the purchase
of Products from Supplier, including any amendments thereto.
- “Affiliate” means any company within the Prodalim Group, including, without limitation, (i) any parent
company of FlavoLogic GmbH, (ii) any subsidiary of FlavoLogic GmbH, (iii) any affiliate of FlavoLogic
GmbH, or (iv) any partnership or other entity that is owned or controlled by FlavoLogic GmbH or any entity
that owns or controls FlavoLogic GmbH, whether currently an affiliate, subsidiary or parent or subsequently
becoming an affiliate, subsidiary or parent.
- “PGT&C” means the following General Terms and Conditions of Purchase of FlavoLogic.
2. PGT&C.
These PGT&C are an integral part of and regulates each Order and/or Agreement that FlavoLogic or any of
its Affiliates issues, and/or to which FlavoLogic or any of its Affiliates is a party.
3. ACCEPTANCE OF PGT&C.
Since the Supplier has become aware of the existence of these PGT&C and has had the opportunity to
receive a copy (or download a copy in electronic format) of these PGT&C, the Supplier hereby expressly
ascertains, acknowledges, agrees and accepts the PGT&C. Without derogating from the foregoing, shipment
of Products by Supplier constitutes acceptance of PGT&C and the terms and conditions set forth in any
Order and/or Agreement, as the case may be. In any case, FlavoLogic's offer to purchase is always subject to
Supplier’s acceptance of PGT&C. Supplier’s execution of an Order and/or an Agreement constitutes
acceptance of PGT&C, and precludes Supplier’s objection to any such terms and conditions and/or
Supplier’s inclusion of any different or additional terms or conditions except the ones expressly accepted by
FlavoLogic in written amendment and signed by both FlavoLogic and Supplier before any such shipment.
By accepting an Order and/or Agreement or by shipping Products in response to an Order and/or Agreement,
Supplier agrees that FlavoLogic is not bound by and shall never be held bound by any general terms and
conditions of Supplier that could be attached to any written acknowledgment, invoice or otherwise. All
sections of the governing law that expressly or implicitly protect FlavoLogic and are not in conflict with any
term hereunder are hereby incorporated by reference. These PGT&C, the Agreement(s) and the Order(s)
contain all of the terms of the commercial relation between Supplier and FlavoLogic and supersede all prior
oral or written representations, agreements and other relation between Supplier and FlavoLogic, and each of
them may be only amended in writing signed by both FlavoLogic and the Supplier. In case of conflict
between a provision of an Order or an Agreement and a provision of these PGT&C, the provision of the
Order or of the Agreement, as the case may be, shall prevail. The issuance of an Order by an Affiliate shall
constitute only such Affiliate’s agreement. Therefore: (1) only the said Affiliate shall be bound by the terms
of that Order and said Affiliate shall be the only beneficiary of all provisions of that Order; and (2) neither
FlavoLogic nor any other Affiliate other than the specific Affiliate that issued the Order shall have any
obligation or responsibility to Supplier with respect to the Products contemplated by such Order, including,
but not limited to, the payment for the Products.
4. ORDER CANCELLATION.
FlavoLogic reserves the right to cancel an Order (or any part thereof) without penalty by written notice of at
least 5 days before the delivery date (and after such date if FlavoLogic has reason to request adequate
assurance of due performance and the said assurance (to the satisfaction of FlavoLogic) is not forthcoming
within 10 days after FlavoLogic’s request). In the case of any delayed delivery of the ordered Products,
FlavoLogic may cancel the unreceived part of an Order at any time. If Supplier can fulfil its delivery
obligation only by premium freight, Supplier will prepay such premium freight. If Supplier ships the
Products before the shipment date or after an Order cancellation, FlavoLogic may, in its sole discretion,
refuse the shipment, or accept such Products that shall be deemed non-conforming Products, according to
section 6 of these PGT&C.
If Supplier's acceptance of a purchase order (or any other order for the purchase of Products from Supplier,
including any amendments thereto) deviates from Prodalim’s Order, Supplier is obliged to expressly and in
writing call Prodalim’s attention to the change in Prodalim’s Order. In such an event, the agreement and/or
purchase order for the purchase of Products from Supplier (including any amendments thereto) between the
parties will be finalized only on the basis of Prodalim’s specific written consent to the modification of its
original Order.
5. PERFORMANCE.
Supplier shall duly perform FlavoLogic's internal rules and regulations, as shall be adopted by FlavoLogic
from time to time (“Rules”). Consequently, the Products shall be produced, labelled, packaged, tested,
delivered and sold in full compliance with the said Rules that the Supplier declares and acknowledges to
ascertain and accept, as amended from time to time.

Supplier shall handover to FlavoLogic all necessary certificates under applicable Food Safety Regulations. In
particular, Supplier shall handover to FlavoLogic the following: HACCP (mandatory), ISO22000
(mandatory), ISO9001 (optional), GMP (optional) and any other certificate required by all relevant
governmental authorities. In any case, Supplier guarantees that Products are conforming with all regulatory
provisions which apply to the use and the type of the Products, with all food and beverage law provisions
and in particular with the following: (1) Dir. 94/1962/EC, German Regulation implementing the said
Directive and any further implementation and/or amended EU/German legislation; (2) Dir.
12/2012/EU, laying down rules for the implementation of Directive 2001/112/EC, German Regulation
implementing the said Directives and any further implementation and/or amended EU/German
legislation; and (3) the following EU Regulations: 1169/11, 1829/03, 1830/03, 915/23, 396/05, 1935/04,
2023/06, 10/11, as modified by reg. EU 213/18, 1895/05, 282/08 and any further European legislation on the
matter. In the case of non-compliance of the said Rules, laws and/or regulations, FlavoLogic reserves the
right to stop fulfilment of any Agreement and/or Order (or any part thereof) at once until the compliance can
be re-established. Depending on non-compliant severity, FlavoLogic may terminate the Agreement(s) with
the non-compliant Supplier and/or any Order(s) issued thereunder (or any part thereof). In any case, Products
that do not fully comply with the said Rules, laws and/or regulations shall be deemed to be non-conforming
Products, according to section 6 of these PGT&C.
6. NON-CONFORMING - UNORDERED - UNSAFE - UNFIT PRODUCTS.
Non-conforming and unordered Products. Without limitation of different rights and remedies available,
FlavoLogic may, at its sole discretion, (1) return to Supplier, at Supplier’s risk and expense, unordered
Products and/or Products that do not conform to the PGT&C and the Agreement(s) and/or Order(s),
including shipping instructions and the agreed dates for shipment and delivery (“non-conforming
Products”). In case of delivery of non-conforming Products, FlavoLogic may require Supplier either to
refund the price or promptly repair/replace the non-conforming Products, at Supplier’s risk and expense; (2)
retain the non-conforming Products and set off losses and reasonable costs (such as of care and custody,
transportation, inspection, receipt, recall etc.) against any amount due to the Supplier; or (3) repair or replace
the non-conforming Products by services from a third party, and charge Supplier with the costs of such
services. In case of delivery of unordered Products, FlavoLogic will hold such excess Products at Supplier’s
expense and risk for 10 days and await Supplier’s instructions for disposition of the Products. If Supplier
does not provide FlavoLogic instructions for disposition of such excess Products within the aforementioned
10 days period, FlavoLogic may use or dispose of such excess Products as it pleases and charge the cost of
such disposition, if any, to Supplier. In no event shall FlavoLogic pay or be under any obligation to pay for
excess Products used or disposed. In any case, Prodalim’s legal rights and claims such as, but not limited to,
withdrawal, compensation for damages (in particular replacement damages or reimbursement of expenses
incurred in vain), as well as rights of recourse pursuant to articles 478 and 479 BGB (German Civil Code)
remain unaffected and are expressly reserved.
Unsafe and unfit Products. In case of delivery of unsafe and/or unfit Products, upon declaration of a
governmental agency that any of the Products or any of the ingredient of the Products, or any material
included in any packaging or if FlavoLogic, at any time, believes in good faith that any of the Products or
any such ingredient, material or packaging (1) is adulterated or misbranded under the applicable law, rules or
regulations, (2) fails to conform to an applicable standard or regulation issued, (3) doesn't conform with an
applicable consumer product safety standard, (4) has a reasonable probability of causing health
consequences, or (5) is otherwise unsafe or unfit for the intended use of the Products; in such case, without
limitations of different rights and available remedies, (a) FlavoLogic or Supplier, as the case may be, shall
immediately inform the other party by written notice about any such declaration and shall furnish copies of
the said declaration and of all relevant documents; and (b) Supplier shall stop using the ingredient or material
in the Products or in the packaging, as the case may be. In any case, if the reason for the declaration is
Supplier's failure to produce the Products in accordance with FlavoLogic’s specifications, FlavoLogic may
refuse the Products and may terminate the Agreement (in whole or in part), without liability, by giving a
written notice to Supplier, which shall be effective immediately upon its delivery.
7. BACKORDERS.
Suppliers shall not backorder any Products subject to an Order and/or Agreement without FlavoLogic’s prior
written consent. Supplier must pay all shipping costs related to a backorder. All backorders should receive
the best pricing at either the time of the Agreement and/or Order or at the time of the shipment. These
PGT&C apply also to Products on backorder.
8. RIGHT OF TEST AND INSPECTION.
FlavoLogic will have the right to test and/or inspect the Products and reject any non-conforming Products
within 8 business days of receipt of the Products. The inspection will not affect FlavoLogic’s right to revoke
acceptance or pursue other remedies if non-conformities are discovered later, even if the discovered nonconformity/ies could have been discovered upon inspection. In the case that FlavoLogic rejects Products as
non-conforming, the quantities under the Order will automatically be reduced unless FlavoLogic otherwise
notifies to Supplier. Supplier shall not replace quantities rejected without a new Order from FlavoLogic.
Non-conforming Products will be held by FlavoLogic at the disposal of Supplier at Supplier’s risk and cost.
Payment for non-conforming Products shall not constitute an acceptance thereof or a limit to FlavoLogic’s
right to any available remedy, and shall not relieve Supplier’s responsibility for defects (including apparent
defects). The Supplier shall perform reasonable amounts of testing and inspection with respect to each
shipment of the Products to ensure the Products comply with the requirements of the Order and/or
Agreement, as applicable. Testing methods and procedures shall conform to the standards that FlavoLogic
provides to Supplier and any applicable law or regulation of any competent governmental agency. Upon
FlavoLogic’s first request, Supplier shall immediately communicate to FlavoLogic a copy of the results of
each test and/or inspection, and a certificate of analysis.
9. REPRESENTATIONS, WARRANTIES AND GUARANTEES.
Supplier agrees, represents and warrants to FlavoLogic, its customers and assigns that from the date of the
Order and/or Agreement, as applicable, the following declarations are correct and true: (1) Supplier has all
necessary experience, qualifications, expertise, licenses, permits and certificates sufficient in all respects to
perform its obligations under the Agreement and/or Order, as the case may be in accordance with applicable
law, the Order(s)/Agreement(s) and industry best practice (the “Certifications”). Said Certifications are
valid and effective, and Supplier guarantees that there is no current proceeding or potential proceeding or
claim to revoke such Certifications; (2) Supplier is and, at the time of each delivery of the Products will be,
solvent; (3) Supplier and/or its agents have not offered/given any reward, fee, gift or tip to any employee of
FlavoLogic; (4) Supplier is and continue to be in compliance with all applicable laws, orders and regulations
that prohibit discrimination against any employee because of race, colour, religion, sex, sexual orientation,
gender identity, national origin, age, disability or the like; (5) Supplier refrains from providing products
directly or indirectly to FlavoLogic’s customers at a lower price than the price provided by Supplier to
FlavoLogic for similar products; (6) the prices fixed and agreed on the Order and/or Agreement, as the case
may be, are not higher than prices charged to other Supplier's customers for similar quantities and similar
conditions; (7) Supplier is not performing the Agreement and/or the Order as an agent for any third party; (8)
the Products and all materials furnished in connection with the Products are merchantable, of good material,
workmanship and quality, fit for the purposes for which FlavoLogic intends them and free from defects; (9)
the packaging conform to any specifications, standards, criteria, labelling or other requirements agreed in the
Order and/or the Agreement, as the case may be, or as otherwise specified or agreed with FlavoLogic; (10)
Products, their manufacture, packaging, labelling, branding and any services provided in connection with the
sale of the Products comply with applicable law, regulations and standards. Supplier shall immediately offer
to FlavoLogic copies of documents that Supplier receives from any sources suggesting, implying or
indicating that the Products are non-conforming to the above said requirements; (11) Supplier has adequate
quality, safety, and security procedures that will assure that the Products will comply with the agreed
representations, warranties a guarantees; and (12) Supplier will, at all time, comply in all respects with
Prodalim Group’s Code of Conduct, as shall be in effect from time to time, which defines the principles and
ethical standards for FlavoLogic's suppliers. Supplier’s representations, warranties and guarantees shall be
deemed to have been given not only to FlavoLogic but also to any of FlavoLogic’s customers, Affiliates, its
and their successors and assigns and to end-users of the Products. Supplier passes on to FlavoLogic,
FlavoLogic’s customers, Affiliates, its and their successors and assigns and to the end-users of the Products
all representations, warranties and guarantees given to Supplier by those from whom Supplier purchased the
Products.
The above said representations, warranties and guarantees are in addition to any other warranties under these
PGT&C, the Order and/or the Agreement (as the case may be) or under any applicable law and each such
representations, warranties and guarantees shall survive FlavoLogic’s payment and/or acceptance and/or
inspection of the Products and/or termination of any Order and/or Agreement. Supplier is responsible to offer
FlavoLogic any information that is or could be necessary or helpful to comply with any applicable law
and/or regulations concerning the Products.
10. CUSTOMER RETURNS.
If FlavoLogic has purchased Products for the purpose of resale and FlavoLogic’s customers return any of the
Products to FlavoLogic in consequence of any alleged defect or non-compliance with these PGT&C and/or
the Order and/or the Agreement, as the case may be, then FlavoLogic may return such Products (or any part
thereof) to Supplier as FlavoLogic shall deem fit and appropriate. Supplier will promptly accept the returned
Products, pay all freight, fee, costs for shipping and handling and any other cost or expenses incurred by
FlavoLogic in connection with the foregoing. Supplier shall give FlavoLogic full credit or cash refund, at
FlavoLogic’s sole discretion, for the price of the Products.
11. COUNTRY OF ORIGIN AND PLACE OF PROVENIENCE REQUIREMENTS.
Supplier warrants to FlavoLogic and declares that it complies (and shall at all times continue to comply) with
all state, provincial and local Country of Origin/Place of Provenience labelling and connected requirements,
including those required by the E.U. applicable law and regulations, and will provide to FlavoLogic all
reasonable assistance that the situation requires and all necessary information to enable FlavoLogic to
comply with the Country of Origin/Place of Provenience requirements related to Supplier’s Products. In
particular, Supplier will (1) label or include with all Products subject to the Country of Origin/Place of
Provenience requirements all the necessary Country of Origin/Place of Provenience information that is
required to display or maintain; (2) comply with all retention of documents and Product segregation
standards required by the Country of Origin/Place of Provenience requirements and by FlavoLogic; and (3)
provide to FlavoLogic, at its first request, the results of an audit of the system implemented by Supplier to
comply with the Country of Origin/Place of Provenience requirements performed by a third party acceptable
to FlavoLogic.
12. SHIPMENT AND RISK.
Supplier shall be responsible for the Products to be professionally packed, including, without limitation,
sufficient and suitable packing (including, without limitation, lashing, fenders, etc. as may be deemed
appropriate), considering type of goods, destination, possible weather and route, etc. Supplier will be held
fully and exclusively liable for any loss or damage not paid by the marine insurer due to such insufficient
and/or unsuitability packing.
The following specific delivery terms shall apply to each delivery made by Supplier to FlavoLogic:
(1) FlavoLogic shall not be charged for packing or transport expenses that shall be paid by Supplier; (2)
Supplier shall include with each shipment a document listing each item and quantity separately, as indicated
on the Order and/or Agreement, as applicable; (3) FlavoLogic reserves the right to reject shipment and return
Products at Supplier’s sole expense if any container and/or any package are not adequate for reshipment and
not marked to meet requirements of existing labelling applicable laws, and/or existing weight and measure
applicable laws and/or any different applicable legal requirements. Each container and each package shall
bear the name of Supplier; and (4) If any governmental registration or approval is required for the Products,
such registration or approval shall be obtained by Supplier at Supplier’s expense.
Unless FlavoLogic agrees otherwise in writing, Supplier shall deliver the Products Delivered Duty Paid
(Incoterms 2020, as amended from time to time). If FlavoLogic manages the freight, its costs shall be
deducted from the delivered invoice. If FlavoLogic takes delivery of all or any part of the Products at
Supplier’s facility, the risk of loss shall shift to FlavoLogic only when FlavoLogic or its shipping agent
leaves Supplier’s facility after the delivery of the Products. Supplier shall use any mode of shipment, carrier
and routing that FlavoLogic specifies. Delivery shall be made in the quantities and at the times specified by
FlavoLogic to Supplier in writing. If Supplier delivers the Products before the scheduled delivery date,
FlavoLogic may, at Supplier’s sole expense and risk, either store them or return them to Supplier.
FlavoLogic’s acceptance of an early delivery shall not change the payment terms. Products delivered in
excess of the ordered quantities or after the times specified in FlavoLogic’s delivery instructions shall be
deemed to be unordered products under section 6 of these PGT&C. Notwithstanding anything to the contrary
in these PGT&C, Order or an Agreement, any and all Products for which FlavoLogic has already paid to
Supplier shall be considered the sole and exclusive property of FlavoLogic. The Supplier has no right of
retention or any other similar right in respect of those Products.
Supplier will provide FlavoLogic in writing with the Order lead time applicable to the Products and
represents that such lead time will meet industry best standards for the same or similar Products. “Order lead
time” means the number of days from Order issuance date to the date the Products will be delivered to
FlavoLogic’s facility or such other place identified in the Order. Delivery dates, Order lead time and the
agreed date for performance of any other obligation of Supplier shall not be extended or excused for any
reason, including any reasons beyond Supplier’s control. In the event Supplier fails to meet the delivery date,
Order lead time and/or the agreed date for performance, then as partial relief for the damages to FlavoLogic
(which remedy shall not be exclusive of any other remedies at law, in contract or in equity), Supplier shall
pay as liquidated damages to FlavoLogic, at FlavoLogic’s option, an amount equal to 0,5 percent (0,5%) of
the net value of the Order in respect of which the delivery is late, for each day of delay until actual receipt of
the Products by FlavoLogic (increasing to 0,8 percent (0,8%) for each day of delay after 10 days of delay
and until actual receipt of the Products by FlavoLogic).
FlavoLogic and Supplier hereto acknowledge and agree that the sums payable under the above paragraph
shall constitute liquidated damages and not penalties and are in addition and without prejudice to any further
damages Supplier may be deemed liable for. In the event that the governing law provides for a lesser
mandatory limit to the quantification of liquidated damages referred to above, then, the quantification
referred to above shall be construed to be automatically reduced to the maximum quantification provided for
and allowed by the applicable law.
13. PAYMENTS AND FLAVOLOGIC'S CLAIMS.
After receipt of a duly issued invoice and after acceptance of Products by FlavoLogic, payment shall be
made within 15 business days. FlavoLogic may choose (but shall not be obligated) to pay according to
discount terms offered by Supplier. FlavoLogic’s payment of the purchase price does not constitute
acceptance of Products. If any payment is due on a non-business day or banking holiday observed in the
applicable jurisdiction, the due date shall be extended until the next applicable business day. Supplier shall
give FlavoLogic a written notice of any possible discrepancy in any amount paid by FlavoLogic within 60
days of such payment. If Supplier fails to give such notice within such period, Supplier shall not thereafter
assert any claim for such payment and Supplier hereby irrevocably and unconditionally waive any such
claim. All amounts payable to Supplier will be subject to all FlavoLogic's claims arising from the Orders
and/or Agreements and/or these PGT&C and/or any other reason. FlavoLogic has the right to set off and
deduct against any such amounts all present and future debts of Supplier to FlavoLogic or its Affiliates.
Supplier shall be deemed to have accepted each debit amount or Supplier chargeback within sixty 60 days
following receipt of notice of the said debit amount or chargeback, unless Supplier communicates to
FlavoLogic in writing the reason why the deduction is not correct and provides sufficient documentation of
the said reason. In any event, FlavoLogic will not be in default without receiving a formal written request for
payment from Supplier.
14. TAXES.
Unless FlavoLogic agrees otherwise in writing, FlavoLogic shall not be required to pay any sales, use or
other taxes (whether provincial, state, or local), assessments, fees or duties (collectively, “Taxes”), arising as
a result of FlavoLogic’s purchase from Supplier and Supplier shall be solely responsible and liable for
paying any such Taxes. In the case that said Taxes come into effect later then the date of the Order, any such
Taxes shall be paid by the party upon which the legal incidence of the Tax is imposed. If FlavoLogic agrees
in writing to pay any Tax, then the amount of the Tax shall be separately stated on Supplier’s invoice.
15. INDEMNIFICATION.
Supplier will indemnify and hold harmless FlavoLogic, its Affiliates and their directors, shareholders,
officers, employees, consultants, agents, contractors, representatives successors and assigns from any claims,
actions, demands, liabilities, losses, costs and expenses (including attorney’s fees) including, without
limitation, liabilities arising from any actual or alleged injury to or death of any person, damage to any
property, and any other damage or loss, by whomsoever suffered, including Supplier’s or FlavoLogic’s
agents and/or employees and/or customers, claimed to result, directly or indirectly, from (1) the Products,
including FlavoLogic’s use, shipment, storage, delivery, sale, or other handling of the Products, and/or (2)
Supplier’s actual or alleged breach of any of the representations, warranties, guarantees or other terms and
conditions contained herein, in the Order(s) and/or in the Agreement(s), as the case may be, except if such
liability is caused by the sole gross negligence or wilful misconduct of FlavoLogic. In addition to the
foregoing, if any of the Products or any part thereof is alleged to constitute infringement of a right of a third
party, Supplier, at its own expense, will either (1) procure for FlavoLogic, its Affiliates and their successors,
assigns, and customers the right to continue using such Products, (2) replace the Products with noninfringing items, or (3) in further alternative to option (1) and (2) above, refund the purchase price for the
Products and pay all related expenses and costs. Supplier will also be obliged to reimburse FlavoLogic for
any expenses arising from or in connection with a warning and/or recall campaign conducted by Prodalim.
FlavoLogic will notify the Supplier of the subject and scope of the warning and/or recall campaign before
the start of such campaign, in any event to the extent and when possible and reasonable.
16. PRICING.
All pricing is based on FlavoLogic’s purchase Order issuance date. The price to be paid by FlavoLogic stated
on any Order or Agreement, as applicable, shall not be increased unless specifically authorized in writing by
FlavoLogic. Supplier shall ensure maximum accuracy of all invoices submitted. Any marketing, purchasing
volume or related programs offered by Supplier to FlavoLogic on one or more Products will be applied at the
same respective rates to any other Products that FlavoLogic purchases from Supplier that are the same or
similar to the original Product. Notwithstanding anything to the contrary in these PGT&C, an applicable
Agreement and/or applicable Order, FlavoLogic and the Supplier hereby acknowledge and agree that tariffs
related to Products procured under any Order or Agreement are subject to fluctuations and hereby agree that
any fluctuation which results in a reduction on tariffs related to the Products under an applicable Order or
Agreement will be passed through to FlavoLogic as a reduction in the price under said applicable Order or
Agreement.
17. FORCE MAJEURE.
FlavoLogic and the Supplier agree that the latter is excused from non-performance or delays in delivery
caused by acts of God, unforeseeable occurrences or other force Majeure events, but FlavoLogic and the
Supplier also agree that the latter is not excused by unexpected difficulty or commercial impracticality of any
degree. FlavoLogic reserves the right to reject any shipment of any order of goods from Supplier and shall
have no obligation to pay for the rejected shipment in the event that FlavoLogic’s business or operations are
discontinued in whole or in part by reason of fire, flood, earthquake, war, civil disorder or any other act or
event beyond FlavoLogic’s reasonable control.
18. TERMINATION CLAUSE.
If at any time (i) Supplier defaults in the performance of any of Supplier’s obligations to FlavoLogic under
the Agreement or under the Order or under these PGT&C or under any other agreement between Supplier
and FlavoLogic (in whatever form) and Supplier fails to cure the default within a reasonable time after
FlavoLogic provides notice of the default to Supplier; (ii) Supplier refuses to perform the Agreement or the
Order; or (iii) any warranty or representation that Supplier has made to FlavoLogic in consequence of the
signature of the Agreement or the Order, as the case may be, is false or misleading (Sections 9, 11 and 12);
then by written notice to the Supplier with immediate effect, FlavoLogic may terminate the Agreement
and/or any subsequent Order, in whole or part, without liability, and Supplier shall immediately pay to
FlavoLogic all damages and costs that FlavoLogic incurred or may incur as a result of the termination and as
a result of the event or circumstance on the basis of which FlavoLogic terminated the Agreement or the
Order, as the case may be. Furthermore, FlavoLogic may immediately terminate the Agreement and/or any
subsequent Order without liability in the event of the occurrence of any of the following events or any other
comparable event: (a) insolvency of the Supplier; (b) filing of a voluntary petition in bankruptcy by Supplier;
(c) filing of an involuntary petition in bankruptcy against Supplier.
19. CONFIDENTIALITY.
Supplier agrees that any technical information disclosed to FlavoLogic in connection with the Products
covered by any Order and/or Agreement is not confidential and Supplier will not assert any claim against
FlavoLogic with respect to that information. Any information disclosed by FlavoLogic to Supplier is
confidential and Supplier agrees to keep it in strict confidence and not to use or disclose any such
information without the prior written consent of FlavoLogic which may be withheld at any time and for any
reason. Supplier shall not disclose or use or permit to be disclosed or used by any third party (including any
of Supplier’s suppliers and employees) any information, standards, performance criteria or other
requirements for the Products or any information concerning FlavoLogic’s business, operations or activities,
including, without limitation, information concerning FlavoLogic’s present or proposed products, product
developments, plans, strategies, finances, know-how, sales, customers, suppliers, recipes, FlavoLogic’s
marketing or sales techniques, or the existence of the Agreement or the Order, provided, however, that
Supplier may disclose confidential information (a) to the extent necessary to enforce its rights under the
Agreement or to defend a claim arising under the Agreement; and (b) as required by applicable law, in such
event the Supplier shall provide FlavoLogic with a written notice setting forth the nature of the required
disclosure prior to the disclosure thereof and in any event the Supplier will furnish only that portion of the
confidential information which is legally required to disclose. Further, the Supplier agrees not to make any
copies of the confidential information on any type of media, without the prior express written permission of
FlavoLogic.
20. INSURANCE.
Supplier shall maintain in effect, at its own expense a commercial general liability insurance coverage that
will protect Supplier and FlavoLogic from any and all claims and liabilities for property damage, personal
injury, death or economic damage, to any person, that arises from the Supplier’s Products, their use or
consumption or the performance of the services or any activities connected with the Products. The limits of
the said liability insurance coverage must be agreed with FlavoLogic and accepted by FlavoLogic.
21. EXPORT AND IMPORT REQUIREMENTS.
Supplier shall prepare, maintain and, to the extent that applicable law, regulation or customs authority
requires it to do so, submit to the applicable customs authorities, all information and documentation that is
necessary to comply with the applicable customs and export and import requirements of each country from
which the Products will be exported and each country into which they will be imported, and Supplier shall
comply with all other applicable customs requirements. Upon FlavoLogic’s first request, Supplier shall
immediately furnish to FlavoLogic copies of that information and documentation. Supplier is solely
responsible for complying with all technical compliance and Country of Origin requirements of each country
into which the Products are to be imported.
22. SEVERABILITY.
If any provision of the Agreement, the Order or these PGT&C, as the case may be, is deemed to be invalid or
unenforceable, then (i) all other provisions of the Agreement, the Order or these PGT&C, as the case may be,
shall remain in full force and effect; and (ii) such provision shall be modified to the minimum extent
necessary to cure such defect and make such provision valid and enforceable.
23. REMEDIES.
The remedies in these PGT&C shall be deemed to be in addition to any other remedies allowed to
FlavoLogic under any applicable law. The failure of either party to require performance by the other party of
any provision of the Order and/or Agreement and/or these PGT&C shall in no way affect the right to require
such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of
the Agreement and/or Order and/or these PGT&C constitute a waiver of any succeeding breach of the same
or any other provision.
24. ASSIGNMENT.
Supplier shall not assign any of its rights or delegate, subcontract or assign any of its duties under the
Agreement and/or Order without FlavoLogic’s prior written consent, which may be withheld at any time and
for any reason. FlavoLogic’s consent to Supplier’s delegation, subcontracting or assignment of any
obligation of Supplier under the Agreement and/or Order, as the case may be, shall not relieve Supplier of its
responsibility or liability for performance of the Agreement and/or Order, as the case may be.
25. GOVERNING LAW AND JURISDICTION.
The validity, interpretation, and performance of these PGT&C, the Agreement(s) and/or subsequent Order(s)
shall be governed in all respects by the German law, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction. FlavoLogic and the Supplier
hereby agree that any action, proceeding or claim against each other arising out of or relating in any way to
these PGT&C, Agreement(s) and/or subsequent Order(s) shall be brought and enforced in the courts of
Munich, and they irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive.
Notwithstanding the foregoing, FlavoLogic always reserves the right to sue Supplier also in courts having
jurisdiction over the Supplier itself, according to where Supplier has its registered or effective office. The
stipulations specified in the Convention of International Sale of Goods of 11 April 1980 are not applicable.
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