Datum des letzten Updates 

06.06.2023

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1. Applicability

   1. All agreements entered by Schrankerl GmbH regarding the purchase of goods by or the provision of services are governed exclusively by these General Conditions of Purchase (the “GPC”).

   2. In the event of inconsistency between an Agreement entered by Schrankerl and these GPC, the provisions of the Agreement in question prevail.

   3. The applicability of any general conditions of the supplier is expressly excluded, also if such general conditions of the supplier have been referred to or have been declared applicable in the past.

   4. For the purposes of these GPC, “Schrankerl” means Schrankerl GmbH or any of its agents.

   5. For the purposes of these GPC, the term “Supplier” means any natural person or legal entity with which Schrankerl enters into an agreement or negotiates on the conclusion of an agreement regarding the supply of goods or the provision of services to Schrankerl.

   6. Provisions that differ from these GPC must be agreed in writing and apply only when expressly confirmed in writing by a Schrankerl duly authorised representative.

   7. Schrankerl reserves the right to amend these GPC at any time. Such amendments enter into force fourteen days after notice to the supplier. The general conditions that applied on the date of conclusion of an existing agreement continue to apply to that agreement.
       

2. Offers

   1. An offer requested by Schrankerl or drawn up by the supplier is not binding on Schrankerl until Schrankerl expressly declares in writing that it accepts the offer in question.
       

3. Conclusion and content of an agreement

   1. The conclusion of an agreement with Schrankerl is subject to express written acceptance of the agreement by Schrankerl.

   2. The content of an agreement between the parties is determined exclusively by the relevant statements in the order confirmation and by the provisions of these GPC.

   3. An agreement pertains only to the supply of the number of goods expressly agreed.

   4. The supplier may change the specifications stated by Schrankerl only with Schrankerl’s prior written consent or at Schrankerl’s written request.

   5. The supplier must immediately inform Schrankerl in writing of any change in food allergen information.
       

4. Prices

   1. The agreed prices are denominated in euros unless otherwise stated, are fixed prices and are exclusive of turnover tax (USt.). All import, export and excise duties, all other charges and taxes imposed on the goods and all extra costs related to the performance of the agreement, including but not limited to transport costs, insurance, packaging, and handling fees, are included in the agreed price.

   2. Schrankerl may cancel, terminate or dissolve the agreement free of charge whenever the supplier changes its prices.

   3. All samples and test products provided by the supplier are free of charge, both before and after the conclusion of an agreement.
       

5. Payment

   1. The supplier must provide Schrankerl with a clear and transparent invoice. The invoice must in any event state the agreement in question, the order number and the product number, as well as the number of goods delivered and the unit price. Schrankerl may suspend payment if these conditions are not met.

   2. Schrankerl pays the supplier’s invoices within thirty (30) days after receiving the invoice, unless a different credit period is agreed in writing.

   3. Schrankerl may suspend payment if it establishes a defect of the goods or any other breach of contract.

   4. By paying an invoice Schrankerl does not waive any rights under the law or the agreement.

   5. The maximum interest rate payable by Schrankerl if it fails to pay any amount to which the supplier is entitled is the one-month Euribor rate.

   6. If the goods are paid for in advance, the ownership of the goods passes to Schrankerl immediately. The supplier must store and preserve such goods properly packaged, separately and recognisably, take all measures required to prevent loss of quality, and secure and insure the goods until the moment of actual delivery.
       

6. Delivery and acceptance

   1. Insofar as the parties have not agreed on other delivery conditions in writing, the supplier must deliver the goods to Schrankerl Delivered Duty Paid (DDP) in accordance with the Incoterms 2010. 

   2. Before dispatch, the supplier must run all necessary analysis or tests in order to ensure that the goods in question meet the specifications of the order. It must in any case be verified from the supplier that the goods do not contain any products or substances that are not permitted by the European Commission under Regulation (EC)  178/2002.  Organic products has to be in accordance with Regulation (EC) 834/2007.

   3. At the delivery of the goods, the Schrankerl personnel will examine the products in order to verify that the required quality criteria are met. If Schrankerl does not accept the quality of the good, Schrankerl will not take delivery of the goods and may demand replacement goods free of charge.

   4. The delivery times stated by Schrankerl are strict deadlines, unless otherwise expressly agreed in writing. In the event of late delivery, the supplier is therefore in default without any written notice of default being required and Schrankerl may dissolve the agreement with immedtiate effect, among other things.

   5. Partial delivery, the delivery of greater or smaller quantities that those agreed, and delivery before the end of the agreed delivery period are permitted only with Schrankerl’s prior written consent. All costs related to the storage of excess quantities delivered are payable by the supplier, unless otherwise agreed in writing.

   6. If the supplier is or could be aware that it is likely that goods will not be delivered in time, it must notify Schrankerl promptly, both in writing and by telephone, stating the cause of the delay and the measures proposed by the supplier to prevent or reverse the delay, without prejudice to Schrankerl’s rights regarding the late delivery under the agreement or under the law (such as its right to timely delivery, alternative compensation or dissolution of all or part of the agreement).

   7. The supplier warrants that the products will be properly packaged (also with a view to transport, unloading and storage) and that any instructions given by Schrankerl regarding packaging and delivery will be followed. The supplier is liable for damage caused by unsound packaging. 

   8. The supplier warrants that the goods will at all times be stored and transported in conditions that safeguard their quality and meet all legal requirements.

   9. Damage to and loss of goods during unloading are for the supplier’s account and risk. The risk in the goods does not transit to Schrankerl until the moment of completion of the delivery. That is the moment at which the product is delivered or the service is provided in its entirety and in accordance with the agreement, at the place designated by Schrankerl.

   10. Schrankerl may postpone a delivery by written notice (at the latest 24 hours before the agreed delivery time).

   11. On delivery, the supplier must provide Schrankerl with all the information required for the processing and use of the goods and with all the prescribed records and certificates.

   12. Schrankerl is in no event liable for any loss incurred by the supplier as a result of rejection or late acceptance of the products by Schrankerl.

   13. Unless otherwise agreed in writing, the agreed quantities are quantities that the supplier keeps in stock for Schrankerl. The obligation to take delivery of and pay for those goods does not arise until the call-off order is placed.
        

7. Quality warranties

   1. The supplier in any event warrants that the goods, including their packaging, and the services:

      1. are sound and entirely suitable for their intended purpose;

      2. meet the strictest statutory requirements and any other Austrian government regulations, and the strictest safety, quality and environmental requirements that apply within the sector (as they apply on the date of delivery);

      3. meet the specifications that form part of the agreement and, if applicable, are in compliance with the instructions, samples, pictures and descriptions provided by the supplier (and possibly approved by Schrankerl);

      4. state a correct and clearly legible „best-before“ or „use-by“ date;

      5. display all mandatory information and (if applicable) are accompanied by correct instructions for use;

      6. are state-of-the-art in terms of health, hygiene, safety and technique;

      7. have been produced in accordance with correct hygiene according to the national hygiene guidelines for the handling of food and a sound HACCP system;

      8. are free of foreign objects, contamination and harmful substances (in accordance with Regulation (EC) No 1881/2006 as amended by Regulation (EU) No 1259/2011);

      9. are in accordance with Regulation (EC) No 178/2002 and Regulation (EC) No 889/2008 regarding residues of pesticides; organic products has to be in accordance with Regulation (EC) 834/2007;

      10. are not irradiated;

      11. do not contain any ingredient or additive of or produced using genetically manipulated organisms or their derivatives, and that all reasonable measures have been taken to avoid contamination with genetically manipulated organisms or their derivatives;

      12. do not infringe any third-party rights (including intellectual property rights);

      13. are packaged in suitable packaging material (Food Grade) and are clean and undamaged. The packaging must additionally comply with the following relevant laws (EC) No 1935/2004 and (EC) No 2023/2006; Plastic packaging must comply with the Regulation (EC) 10/2011. Any packaging used must have a corresponding declaration of compliance (“Konformitätserklärung”) for the usability of food;

      14. are unencumbered and free from attachments.
           

   2. The supplier in any event warrants that the goods, including their packaging, and the services respect the following quality cliteria: 

      1. Compliance with temperature guidelines during delivery: the temperature of the good shall be at all times and without interruption below 10°C.

      2. Determination and implementation of a suitable HACCP concept, which shall be shared with Schrankerl within 3 months from signing this Agreement. Schrankerl can accept it or demand amendment and improvements.

      3. Inform Schrankerl about the specific Quality Management System (e.g., ISO, IFS), whenever applicable.

      4. Compliance with the national hygiene guidelines according for the handling of food, including, but not limited to, the regular hygiene trainings of the staff, managing a Cleaning & Disinfection plan, regular pest monitoring. 
         For reference: https://www.wko.at/branchen/gewerbe-handwerk/lebensmittelgewerbe/lebensmittelhygiene-leitlinien.html

      5. Legally compliant labeling of products according to LMIV (especially product name, ingredients, allergenes, MHD).
         For reference: https://eur-lex.europa.eu/legal-content/DE/TXT/?uri=CELEX%3A02011R1169-20180101&qid=1645007491164
         For reference: https://www.wko.at/branchen/gewerbe-handwerk/lebensmittelgewerbe/lebensmittelinformationsverordnung-lmiv.html

      6. Organic products must comply with Regulation (EC) 834/2007 and the corresponding organic certificates must be verifiable. Raw materials must be certified organic by an official inspection body (e.g., Bio Austria Garantie, BIOS – Biokontrollservice Österreich, LKV Austria Qualitätsmanagement GmbH) and the annual inspection confirmation must be forwarded directly to Schrankerl.

      7. Ensuring a traceability system (“Rückverfolgbarkeitssystem”) means that a food and its ingredients must be traced through all stages of production, processing and distribution to the points of origin, according to the “Allgemeine österreichische Leitlinie zur Rückverfolgbarkeit von Lebensmitteln”
         For reference: https://www.wko.at/branchen/handel/lebensmittelhandel/allgLLRueckverfolgbarkeit.pdf; EU-VO 178/2002)

      8. Handover must take place through a delivery slip (indicating the right quantity and quality of the products). The receipt of goods must always be done by an employee of Schrankerl. No contactless delivery will be accepted. 

      9. Minimum & maximum order quantity must be clearly defined and communicated. 

      10. Only meat from AT is admissible. No preservatives and no flavor enhancers are admissible.
           

   3. In addition, the supplier warrants that it meets any additional requirement by Schrankerl and that the goods are    produced in accordance with a certified quality management system for food.
       

   4. The supplier indemnifies Schrankerl against any third-party claims on the grounds of defects of the goods or services and against any loss incurred by Schrankerl as a result of any defect.
       

   5. The supplier declares that it is familiar with all statutory requirements and other regulations that apply to it and to the goods, and warrants that it will comply with those requirements and regulations and that the goods will meet those requirements and regulations at all times, including the relevant permits and permission prescribed by the authorities.
       

   6. The supplier may not change product specifications without Schrankerl’s written consent.
       

   7. If the competent authority requests further information in a control carried out in respect of a product supplied by the supplier, the supplier must provide all the necessary information at Schrankerl’s first request.
       

   8. The supplier acknowledges that Schrankerl may be obligated to inform the competent authority in the event of doubt as to whether the product complies with the applicable public law regulations.
       

8. Inspection​

   1. Schrankerl may at any time inspect the goods, or arrange for their inspection by a third party, during processing, storage and delivery, and after delivery, in a manner that Schrankerl considers necessary.
       

   2. An inspection in no event constitutes purchase, acceptance, or delivery. The approval of a batch does not release the supplier from its obligations.
       

   3. The approval of a batch does not imply approval of another batch.
       

   4. If Schrankerl finds that the goods are not in conformity with the agreement in any manner, it may reject the goods by written notice to the supplier.
       

   5. If goods delivered are rejected, the supplier is informed accordingly in writing. The supplier must then arrange as soon as possible for repair or replacement of the goods delivered. If timely repair or replacement by the supplier is not possible in Schrankerl’s opinion, Schrankerl may purchase the goods from a third party or may take measures itself or have measures taken by a third party for the supplier’s account and risk, in which case the agreement is dissolved, without prejudice to the other rights of Schrankerl under these GPC or under the law.
       

   6. Rejected goods are considered as not accepted by Schrankerl and not delivered to Schrankerl. The ownership and associated risk of rejected goods are considered as never to have passed to Schrankerl.
       

   7. If the supplier fails to take back the rejected goods, Schrankerl may return them to the supplier at the supplier’s expense or may have them destroyed or may use the goods for other purposes of its own.
       

   8. If a sample or part of a batch do not respect Schrankerl’s expectations, Schrankerl has the right to reject the entire batch.
       

   9. The supplier will periodically allow Schrankerl or its representatives to control or inspect the production, the quality of the materials used, the facilities and all related matters. For that purpose the supplier will give Schrankerl and/or its representatives access to the places where the goods are produced and stored, will cooperate in the inspections and will provide the necessary documentation and information at its expense. Refusal to cooperate constitutes breach of contract and entitles Schrankerl to terminate the agreement with immediate effect.
       

   10. If, regardless of the outcome of an inspection, it is established that the goods are not in conformity with Section 7 of these GPC or are in any other manner not in conformity with the expected quality, the supplier will, at Schrankerl’s request, repair or replace the goods at the supplier’s expense. Notwithstanding the foregoing, Schrankerl shall be entitled in such a case to terminate the agreement with immediate effect.
        

9. Complaints
   In the event of immediately visible defects, Schrankerl undertakes to file a complaint within ten working days after delivery of the goods by the supplier. A complaint period of ten working days applies to defects that are not immediately visible, commencing on the day after the defect is established by Schrankerl or any third party.
    

10. Liability and indemnity

    1. The supplier is liable for any loss incurred by Schrankerl, its staff, direct and indirect customers or other third parties that is directly or indirectly due to breach of contract by the supplier or by a party engaged by the supplier in the performance of the agreement.
        

    2. The supplier is liable for any issues arising from food, any consequences arising from poor food quality and any complaint from Schrankerl’s customers about the food, including but not limited to: alteration of the food taste, mould, visually anappealing food parts, any health consequences caused by the food, such as food poisoning.  
        

    3. The supplier is liable for its employees and for any third parties engaged by the supplier in respect of the performance of its obligations towards Schrankerl.
        

    4. The loss for which the supplier is liable includes both direct loss (such as damage to property) and indirect loss or consequential loss (such as loss of revenues). This loss includes the judicial and extrajudicial costs actually incurred by Schrankerl in respect of the work involved in demanding or safeguarding performance.
        

    5. The supplier must take out adequate insurance, against the customary risks, including but not limited to fire, theft, water damage, product liability and other forms of liability.
        

    6. The supplier unconditionally and irrevocably authorises Schrankerl also in the supplier’s name and at the supplier’s expense to take the measures that Schrankerl considers appropriate in the event of complaints regarding the goods delivered to Schrankerl.
        

    7. The supplier indemnifies Schrankerl against any third-party claims related to alleged infringement of third-party intellectual property rights in respect of the goods delivered or to be delivered. The supplier undertakes to assist Schrankerl both in and out of court in this regard.
        

    8. The supplier indemnifies Schrankerl against any claims from its customers regarding non-delivery, late delivery or defective delivery by Schrankerl to those customers as a result of non-delivery, late delivery or defective delivery by the supplier to Schrankerl.
        

    9. With the exception of personal injury, Schrankerl is not liable for any loss incurred by the supplier, except in the event of intent or gross negligence on the part of Schrankerl’s managerial staff.
        

11. Default/dissolution

    1. Schrankerl may dissolve the agreement with immediate effect and without any notice being required and may suspend the performance of its obligations under the agreement in whole or in part in the following cases, among others:

       1. if an event of late delivery of the products;

       2. in the event of non-performance, late performance or improper performance of any other obligation by the supplier;

       3. if the supplier’s shareholders change, in the case that that circumstance constitutes a significant increase in risk according to Schrankerl’s reasonable opinion;

       4. if permits or certificates of the supplier regarding the goods or the production of the goods are withdrawn, are temporarily blocked or suspended, or are otherwise not or no longer valid;

       5. if Schrankerl believes on reasonable grounds that the supplier will be in breach of contract.
           

    2. In that case Schrankerl must repay the supplier only the pro-rata price of the goods already delivered or the or services already provided, and only if those goods delivered or services provided are actually of use to Schrankerl or Schrankerl otherwise wishes to keep the goods.
        

    3. Dissolution of the agreement by Schrankerl is without prejudice to its other rights, including its entitlement to compensation.
        

12. ​Force majeure

    1. The supplier must immediately inform Schrankerl in writing of any event of force majeure on its part, stating the reason for the force majeure.
        

    2. In the event of force majeure on the part of the supplier, Schrankerl may suspend its obligations towards the supplier in whole or in part, or dissolve the agreement in whole or in part, without being liable towards the supplier for any loss or costs.
        

    3. Force majeure on the part of the supplier does not include non-performance or late performance by a third party of the obligations that it has undertaken towards the supplier, staff shortages, strikes, staff sickness, lack of raw materials, transport problems or traffic, breach of contract or non-performance of obligations by sub-suppliers, production disruption at the supplier, liquidity or solvency problems of the supplier, food scandals, epidemics, and situations involving changes in the law or regulations.
        

13. ​Intellectual property

    1. All intellectual property rights, for instance regarding specifications, formulas, receipts, procedures, texts, descriptions (both original and amended), data (including all amended data) and other publicity materials, trade names and brand names, etc., that are provided to the supplier by Schrankerl or that come into the supplier’s possession in the performance of the agreement, are and remain vested in Schrankerl. Schrankerl is also regarded as the maker and designer, regardless of whether a fee was agreed in that regard.
        

    2. The supplier may use the information provided by Schrankerl, but only for the purpose of and during the term of the agreement and unless the information is withdrawn by Schrankerl. Schrankerl is and remains the owner of that information.
        

14. Confidentiality

    1. The supplier must keep confidential the existence, nature and content of the agreement and all other company information of Schrankerl that comes to its attention or is brought to its attention in any manner and may not disclose any of that information without Schrankerl’s prior written consent.
        

    2. The supplier must impose this duty of confidentiality on its employees and subordinates and on any agents engaged. This provision also constitutes a third-party clause for the benefit of Schrankerl.
        

    3. Without Schrankerl’s prior written consent, the supplier may not use Schrankerl’s name, trademarks and trade names or Schrankerl’s intellectual property rights in advertising and other publications or for any other purpose.
        

    4. Without prejudice to the other rights vested in Schrankerl under these GPC or under the law, the supplier forfeits to Schrankerl on breach of the provisions in the preceding paragraph an immediately payable penalty in the amount of EUR 50,000 per breach and EUR 1,000 per day on which the breach continues. This penalty is without prejudice to Schrankerl’s right to claim full damages from the supplier.
        

15. Items and information provided

    1. The supplier cannot base any rights on items or information provided by Schrankerl.
        

    2. Any items provided to the supplier by Schrankerl remain Schrankerl’s property. The supplier must store them separately at all times from items that belong to the supplier itself or to third parties. The supplier must mark the items provided by Schrankerl as property of Schrankerl for the supplier’s account and risk, keep them in a good state of repair, insure them against all risks and use them only for the purpose for which they were provided.
        

    3. At Schrankerl’s first request, the items provided by Schrankerl must immediately be returned to Schrankerl in a good state of repair.
        

    4. If items provided by Schrankerl are used in or processed into goods of the supplier, those goods become Schrankerl’s property or the supplier must immediately transfer the ownership of those goods to Schrankerl and inform Schrankerl accordingly.
        

    5. The intellectual property rights in items or information made available by Schrankerl remain vested in Schrankerl, also on termination of the agreement.
        

16. Non-compete clause

    1. The Supplier acknowledges that they will have access to confidential information, trade secrets, and proprietary knowledge related to Schrankerl's unique food-for-offices concept. Therefore, the Supplier agrees that during the term of this agreement and for a period of 2 years after the termination of the supplier-customer relationship among the Parties, they will not directly or indirectly engage in any business activity that competes with or offers similar services to Schrankerl within DACH. This restriction includes supplying food products or operating in any capacity for companies offering comparable food-for-offices services through smart fridges or any type of vending machine without prior written consent from Schrankerl. The supplier shall promptly disclose any involvement or intention to engage in such activities to Schrankerl to ensure transparency and prevent conflicts of interest.
        

    2. The supplier acknowledges the significance of maintaining the confidentiality and integrity of Schrankerl's business model and agrees to refrain from any actions that may result in unfair competition or undermine the interests of Schrankerl.
        

17. Termination

    1. Schrankerl may terminate a fixed-term or open-ended agreement for any reason, subject to a reasonable notice period. 
        

18. Other provisions

    1. Without Schrankerl’s prior written consent, the supplier may not have the goods produced, packaged or processed by a third party and may not have the services provided by a third party. Schrankerl’s written consent does not release the supplier from any obligation or liability arising from the acceptance of the agreement or the order.
        

19. Miscellaneaous

    1. The Parties shall in all circumstances try to settle their disputes amicably by mutual negotiations. If no agreement can be reached, the matter shall be settled by the appropriate legal action.
        

    2. The GPC and any agreement is governed by, construed and interpreted in accordance with Austrian law, without regard to any conflict of laws rules or the United Nations Convention on the International Sale of Goods.
        

    3. Any and all disputes or claims arising out of or in connection with the Agreement and/or these GPC or any agreement, including disputes relating to its validity, breach, termination or nullity, shall be submitted to the exclusive jurisdiction of the courts of Austria, Vienna, first district, having subject manner jurisdiction over commercial matters.
        

    4. If any provision or term of the GPC or agreement is held or rendered illegal, invalid or unenforceable under any applicable law, such provision or term shall, insofar as it is severable from the remaining provisions or terms, be deemed omitted from the GPC or agreement and shall not adversely affect the remaining provisions or terms. In such event, the parties shall use their best endeavours to replace any such illegal, invalid or unenforceable provision or term with provisions or terms which most closely reflect their commercial intent and effect.
        

    5. The failure of Schrankerl to enforce or exercise, at any time or for any period of time, any term of or any right arising pursuant to the GPC or agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect Schrankerl´s right later to enforce or to exercise it.