General Purchasing Conditions*
KH Boddin Group**
Scope of application:
KH Boddin GmbH**
KHB Feed GmbH**
Kapstadtring 7
22297 Hamburg
Germany
Phone: +49-40-227129-0
Fax: +49-40-227129-30
e-mail: info@khboddin.com
www.khboddin.com
* = References to persons apply to all genders.
** = The companies covered are hereinafter jointly referred to as “KHB” or the “Purchaser”.
1. Scope and General Provisions
(1) These General Terms and Conditions of Purchase apply to all contracts for supplies and services to one or more companies of the KH Boddin Group.
(2) Enquiries, purchase orders and deliveries shall be made exclusively on the basis of these General Terms and Conditions of Purchase and KHB’s Supplier Code of Conduct. Any conflicting or deviating terms and conditions of the Supplier or any third party shall not be accepted unless KHB has expressly agreed to their application in text form. This shall also apply where KHB accepts delivery without reservation despite being aware of conflicting or deviating terms.
(3) Where an Incoterms® rule is expressly agreed in the contract, the version specified in the contract shall apply. Incoterms® govern in particular the place of delivery, transport obligations, allocation of costs and transfer of risk. Responsibilities under dangerous goods, product, packaging and other mandatory public-law requirements, as well as the Supplier’s obligations under these Terms and Conditions, shall remain unaffected.
(4) Any deviation from these General Terms and Conditions of Purchase shall be effective only if expressly confirmed by the Purchaser in text form.
(5) If any provision or part of a provision is or becomes invalid, the validity of the remaining provisions shall not be affected.
(6) These General Terms and Conditions of Purchase shall also apply to future transactions with the Supplier. Individually negotiated agreements and expressly deviating provisions in purchase orders or framework agreements shall remain unaffected and shall take precedence over these Terms and Conditions.
(7) These General Purchasing Conditions are published on the KHB website (www.khboddin.com/agb), and the Supplier is thus excluded from the plea of not having received them. All previous agreements shall lapse upon publication of these General Purchasing Conditions.
2. Prices
(1) If, after conclusion of the contract, a legal provision is enacted that changes public charges or comparable costs included in the performance of the contract with effect for the agreed delivery period, the parties shall seek an appropriate allocation where a proven cost change exceeds 10%. If the increase amounts to at least 25% of the agreed price, KHB shall be entitled to withdraw from the unperformed part of the contract. Such charges include in particular export and import duties, customs duties, punitive tariffs, taxes, tolls and other public charges.
(2) If the agreed price, freight remuneration or payment terms are changed or rendered unlawful by law or official order, KHB may withdraw from the unperformed part of the contract without compensation.
3. Performance, Environmental Protection, Energy Management, Safety, Occupational Health and Quality
(1) The delivery must comply with the agreed specifications, recognised rules of technology and all applicable statutory, regulatory and contractual requirements. The Supplier shall in particular comply with the relevant accident-prevention, safety and occupational-health rules.
(2) Where the Supplier is contractually required to maintain a management system for quality, environmental protection, energy, occupational safety or health protection, or under comparable standards, the Purchaser shall be entitled, following reasonable prior notice and during normal business hours, to inspect the system and its implementation itself or through competent third parties.
The Supplier shall provide the necessary documents and access to a reasonable extent. Inspections or approvals shall not release the Supplier from its obligations. Before performance, the Supplier shall clarify any ambiguous product description in the purchase order as regards nature, grade and type and shall bear the risk of incorrect delivery in this respect.
(3) The use of carcinogenic substances is prohibited unless expressly agreed and legally permitted.
(4) The Supplier shall align the quality and, where relevant, the energy efficiency of goods, products and services with the state of the art and shall inform KHB of suitable opportunities for improvement or modification.
(5) The Supplier shall impose on its subcontractors at least the obligations assumed by the Supplier towards KHB and shall monitor compliance. Activities relevant to dangerous goods or packaging may be delegated only to suitable and demonstrably qualified third parties. Their acts and omissions shall be attributed to the Supplier in relation to KHB as if they were the Supplier’s own.
4. Acceptance of Purchase Orders and Samples
(1) The Supplier shall confirm the purchase order in text form without delay and no later than the next working day after receipt. Thereafter, KHB shall no longer be bound by the purchase order.
(2) The Supplier shall clarify any ambiguous product descriptions in the purchase order as regards nature, grade and type and shall bear the risk of incorrect delivery in this respect.
(3) Where the purchase order is based on a sample provided by KHB or expressly recognised by KHB as authoritative, the characteristics of that sample shall constitute the agreed quality.
(4) KHB shall be entitled to withdraw from the contract for good cause, in particular where, owing to circumstances for which the Supplier is responsible, the ordered products or substances can no longer be lawfully used or marketed, or can be so used only at considerable expense, or where contractual delivery is jeopardised by a material deterioration in the Supplier’s financial circumstances.
5. Transfer of Risk, Transport and Packaging Costs
(1) Unless otherwise agreed, the Supplier shall bear the risk until the delivery is handed over at the place of destination.
(2) Unless otherwise agreed, the price shall include delivery and transport to the delivery address stated in the purchase order, including proper packaging. Where separate remuneration for packaging has expressly been agreed, no more than the proven cost price may be charged.
(3) To the extent legally permissible and unless otherwise provided in the purchase order, the Supplier shall, at KHB’s request, take back free of charge any transport packaging and reusable packaging used by it. Statutory producer, take-back, registration and disposal obligations shall remain unaffected.
(4) Transfer of risk, allocation of costs, transport organisation or an Incoterms® rule shall not affect the Supplier’s responsibility for any incorrect classification, packaging, marking, documentation or other non-compliant preparation for dispatch existing at the time of handover.
6. Delivery, Delivery Time, Packaging and Packaging Compliance
(1) Partial deliveries require the Purchaser’s express consent.
(2) The Supplier shall mark and describe the delivery and all transport, dangerous goods, commercial, customs, product and packaging documents completely, correctly and consistently in accordance with statutory requirements and the purchase order. The purchase-order number must always be stated. All document particulars must correspond to the goods actually delivered and to their packaging and marking.
(3) The delivery and performance dates stated in the purchase order are binding. Deliveries before the agreed date may be rejected. Any foreseeable delay shall be notified to KHB without delay in text form, stating the cause, expected duration and countermeasures.
(4) Where the latest delivery date is fixed or can be determined by calendar, the Supplier shall be in default upon expiry of that date without notice. KHB shall be entitled to its statutory rights.
(5) References to the manufacturer, Supplier or upstream supplier may be removed or suppressed only where no statutory marking, identification, traceability or information obligation prevents this and KHB expressly instructs such removal or suppression.
(6) If performance is impeded by force majeure, the affected party shall inform the other party without delay. KHB may suspend performance for the duration of the impediment or, in the event of an unreasonable delay, withdraw from the affected part of the contract.
(7) The Supplier warrants that all sales, grouped, transport, e-commerce and other packaging used for the delivery, including all packaging components, complies at the relevant time with all applicable European and national packaging-law requirements, in particular Regulation (EU) 2025/40 on packaging and packaging waste (PPWR), legal acts adopted for its implementation and any additionally applicable national provisions.
(8) The Supplier shall be responsible for the lawful selection, design, manufacture or procurement and use of packaging insofar as those activities fall within its area of responsibility. In particular, it shall ensure compliance with the applicable requirements concerning substances in packaging, recyclability, minimum recycled content, compostability, packaging minimisation, empty space, reusability, marking, traceability and information for consumers or economic operators. Such requirements shall apply from the legally prescribed application date and subject to the relevant exemptions.
(9) Packaging must be suitable for the goods, the intended transport route, storage and intended use. Weight and volume shall be limited to the minimum necessary while safeguarding product protection, hygiene, quality, safety and dangerous goods requirements. Unnecessary packaging components and avoidable empty space are prohibited.
(10) Where required by law or reasonably requested by KHB, the Supplier shall carry out the conformity assessment and shall provide, before the first delivery, after each relevant change and upon request, in particular the technical documentation, EU declaration of conformity, material and weight data, recycled-content data, substance and coating information, test reports, calculations, marking evidence and information on reusability or recyclability, in full and in a usable form.
(11) The Supplier shall ensure the traceability required by law and, upon request, shall provide KHB and the competent authorities with the identity of the economic operators involved and the required packaging information within the statutory periods. The documents shall be retained for at least the period prescribed by law.
(12) Changes to the packaging, packaging material, material composition, weight, dimensions, recycled content, coating, closure, marking, packaging manufacturer or manufacturing site that may affect conformity, product protection, transport, storage, recycling or disposal shall be notified to KHB in text form before the next delivery. For material changes, KHB may require prior approval; such approval shall not release the Supplier from its obligations.
(13) If the Supplier identifies an actual or potential non-conformity, it shall inform KHB without delay and take the necessary corrective action at its own expense. KHB may in particular suspend acceptance or further use and require evidence, re-labelling, repackaging, replacement delivery, take-back, recall or proper disposal. The Supplier shall bear the costs insofar as the cause falls within its area of responsibility.
(14) Special requirements under dangerous goods, hazardous substances, chemicals, food-contact materials, feed, pharmaceutical, customs and transport law shall remain unaffected. In the event of a conflict of standards, the more specific or mandatorily overriding safety rule shall apply; in particular, mandatory dangerous goods transport requirements shall take precedence.
7. Requirements for Products, Substances and Mixtures to Be Supplied
(1) The Supplier warrants that the products, substances and mixtures supplied comply with the applicable European and German substance, chemicals and product-law requirements, in particular REACH and CLP. It shall ensure the required registration, classification, labelling and packaging. Where requirements differ, the mandatory provisions of the relevant market shall apply.
(2) Suppliers established outside the European Union shall, where required and effective for the delivery, appoint a suitable Only Representative pursuant to Article 8 REACH. The name and address shall be notified to KHB before the first delivery; any change or cessation of activity shall be notified without delay.
(3) Statutorily required product information, in particular safety data sheets and information pursuant to Article 32 REACH, shall be supplied unsolicited, free of charge and in an appropriate form in good time before the first delivery and shall be updated without delay following any change.
(4) Before the first delivery and upon any change, the Supplier shall inform KHB in particular of applicable restrictions under Annex XVII REACH, authorisation requirements under Annex XIV, substances on the Candidate List and any resulting information, authorisation, restriction or other obligations.
(5) If products, substances or mixtures do not comply with the agreed specifications or the applicable statutory, regulatory, substance, chemicals, product, packaging or dangerous goods requirements, or if the Supplier breaches its information, notification or evidence obligations, KHB shall, without prejudice to its other statutory and contractual rights, be entitled to suspend or refuse collection, carriage or acceptance of the affected goods and to quarantine the goods pending clarification.
KHB may, at its option, require immediate restoration of contractual conformity or delivery of defect-free and legally compliant replacement goods. The Supplier shall carry out remedy within a reasonable period set by KHB, taking account of urgency and existing customer-delivery obligations, and at its own expense.
The Supplier shall bear all transport, inspection, labour, material, packaging and other costs required for the purpose of remedy. If remedy is not completed within the period set, or if setting a period is not required under applicable law, KHB may in particular withdraw from the contract, cancel the purchase order in whole or in part, reduce the purchase price, procure the required goods elsewhere and claim reimbursement of the reasonable additional costs incurred.
Non-conforming goods already delivered shall, following a request, be collected by the Supplier without delay at its own expense and risk. If a reasonable collection period expires without result, KHB may return, store or secure the goods at the Supplier’s expense and risk or, where return is unlawful, objectively impossible, unsafe or unreasonable, arrange for their professional recovery or disposal.
In cases of imminent danger, KHB may arrange the necessary securing, relocation, return transport or disposal measures without first setting a period; the Supplier shall be informed without delay.
The Supplier shall be liable in accordance with statutory and contractual provisions for losses and expenses for which it is responsible. These include in particular reasonable additional costs of substitute procurement or substitute carriage, inspection, storage, demurrage, securing, return transport, repackaging, recovery and disposal costs, as well as justified claims of customers and other third parties arising from the non-contractual or delayed delivery. KHB’s further rights shall remain unaffected.
(6) The Supplier acknowledges that KHB uses the ordered goods in its trading and import business for resale and to fulfil its own delivery obligations towards customers. In providing remedy, the Supplier shall in particular take account of the delivery dates communicated by KHB and the need to maintain uninterrupted availability of goods.
If the Supplier becomes aware that timely, contractual and legally compliant delivery or replacement delivery is not possible, it shall inform KHB without delay in text form and take all reasonable measures to avoid or mitigate supply failures and consequential loss.
(7) The Supplier shall be liable in accordance with statutory and contractual provisions for breaches for which it is responsible and shall indemnify KHB against justified third-party claims and reasonable costs and expenses.
8. Inspection for Defects and Warranty
(1) In the event of defects, KHB shall be entitled without restriction to its statutory rights.
(2) Within a reasonable period, KHB shall inspect the delivery for apparent quantity and quality deviations to the extent possible and reasonable in the ordinary course of business. Hidden defects shall be notified within a reasonable period after discovery.
(3) Acceptance, approval or endorsement of samples, specimens, packaging or documents shall not constitute a waiver of warranty or other claims.
(4) The warranty period shall be 24 months from transfer of risk. For replaced or repaired goods, parts or packaging, the warranty period shall recommence unless the measure was recognisably undertaken solely as a gesture of goodwill.
(5) KHB may return defective goods from the place at which they are located when the defect is discovered at the Supplier’s expense, provided the requirements of the statutory remedies for defects are met.
(6) Failure to comply with a notification period shall, in the case of proven short delivery, result only in the loss of the right to subsequent delivery or withdrawal; quantities not delivered shall not be payable.
9. Product Liability, Recall and Insurance
(1) Where the Supplier is responsible for product or packaging damage, it shall indemnify KHB against justified third-party claims.
(2) The Supplier shall reimburse the necessary expenses of any recall, take-back, safety or market-surveillance measure carried out by KHB insofar as the cause falls within the Supplier’s area of responsibility. KHB shall inform and consult the Supplier to the extent reasonably possible.
(3) The Supplier shall maintain public and product liability insurance with cover of at least EUR 5 million per claim. Where relevant, the insurance shall cover risks arising from the classification, packaging, marking, documentation and carriage of dangerous goods as well as environmental, salvage, recovery, recall and disposal costs. Evidence of cover shall be provided upon request; any restriction or termination of cover shall be notified without delay. The Supplier’s liability shall not be limited by the insurance or the amount of cover.
10. Intellectual Property Rights and Marketing Restrictions
(1) The Supplier shall be liable for ensuring that its delivery does not infringe third-party intellectual property rights in the European Union or in any third country in which it manufactures or has the goods manufactured.
(2) It shall indemnify KHB against justified third-party claims and necessary expenses insofar as it is responsible for the infringement.
(3) Statutory marketing, use, import or export restrictions shall be notified to KHB in text form no later than conclusion of the contract.
11. Dangerous goods
(1) This section applies to all goods, in particular substances and mixtures, that are classified as dangerous goods or are subject to special carriage requirements, restrictions or prohibitions under the national, European or international provisions applicable to the specific carriage. It applies to road, rail, inland waterway, sea and air transport, courier, express, parcel and postal services, and combined and multimodal carriage.
The applicable provisions include in particular ADR, RID, ADN, the IMDG Code, ICAO-TI and, where applicable, the IATA DGR, including the provisions of the countries of departure, transit and destination and binding operator variations, in each case in the version applicable to the carriage.
(2) Before conclusion of the contract, and no later than with the order confirmation, the Supplier shall expressly and fully inform KHB if the goods constitute or may constitute dangerous goods and shall provide all required classification particulars.
(3) Irrespective of the delivery term, transfer of risk, transport organisation, allocation of costs or naming in transport documents, the Supplier shall be responsible for ensuring that, when handed over to KHB or the first transport participant, the goods are fully safe for transport and prepared in compliance with dangerous goods requirements. This includes identification, classification, packaging, filling, closure, securing, labelling, marking and complete, accurate and timely documentation.
(4) To the extent that the Supplier manufactures, mixes, fills, packs, labels, makes available or hands over the goods for carriage, it shall fulfil all dangerous goods obligations arising from those activities, in particular as consignor, shipper, customer of the consignor, packer, filler or loader. It shall prepare and sign the required documents itself or through a demonstrably qualified service provider.
(5) The Supplier may not, without prior express consent, name KHB as the party responsible under dangerous goods law as consignor, shipper, customer of the consignor, packer, filler or loader. Mandatory public-law responsibilities arising from an activity actually performed shall remain unaffected.
(6) Before the first delivery and after each relevant change, the Supplier shall independently and traceably assess whether, and subject to which conditions, the goods are governed by dangerous goods requirements. The assessment shall include in particular the UN number, Proper Shipping Name, class, subsidiary risks, packing group, environmentally hazardous or marine pollutant characteristics, special provisions, exemptions, quantity limits, packing instructions, prohibitions and restrictions. Information from upstream suppliers and safety data sheets shall be checked for plausibility and consistency with the goods.
(7) In addition to Section 6, the Supplier shall be responsible for the dangerous-goods suitability, approval and proper use of all inner, intermediate, outer and other packaging. Packing instructions, quantity and filling limits, compatibility, closure, leakproofness, cushioning, absorbent-material and securing requirements, and manufacturers’ instructions shall be complied with; for multimodal carriage, the requirements of all intended modes of transport shall apply.
(8) The Supplier shall affix all required hazard labels, markings, marks, UN numbers and other particulars completely, permanently, visibly and legibly and shall provide all required transport documents, shipper’s declarations, approvals, exemption evidence, test certificates and packaging evidence completely, accurately, on time and in the prescribed form and language.
(9) Before the first delivery, after each relevant change and upon request, the Supplier shall provide in particular safety data sheets, classification evidence, dangerous-goods packaging evidence, packaging approvals and test certificates, manufacturers’ and closure instructions, approvals, training and qualification evidence, and any requested photographs. Any dispatch approval by KHB shall constitute only a plausibility check and shall not release the Supplier from its obligations.
(10) Requirements, specifications, inspections, approvals or non-objections by KHB shall not release the Supplier from its independent duty to verify, warn and inform. Unsuitable, incomplete, contradictory or unlawful requirements shall be reported before implementation and a legally compliant alternative shall be proposed.
(11) The Supplier shall maintain a documented dangerous goods organisation appropriate to the nature, quantity and hazardousness of the goods, including qualified personnel, operating and packing instructions, final checks, traceability, and deviation and emergency procedures. A dangerous goods safety adviser shall be appointed where required by law.
(12) Dangerous-goods-relevant changes and actual or potential infringements, misclassifications, packaging defects, leaks, objections by authorities, customs or carriers, and accidents shall be reported without delay. The Supplier shall provide all information and assistance required for hazard prevention, securing, salvage, recovery, repackaging, disposal or regulatory notification.
(13) Following reasonable prior notice, KHB may inspect relevant packing, storage and dispatch processes and documents itself or through competent third parties. A special audit shall be permissible where there are specific grounds to suspect a material infringement. If the infringement is confirmed, the Supplier shall bear the reasonable costs of any necessary follow-up audit. Inspections shall not release the Supplier from its obligations.
(14) KHB may suspend or refuse carriage, collection or acceptance where documents are missing, particulars are contradictory or there are reasonable doubts concerning classification, packaging, marking, qualification or admissibility for carriage. KHB may in particular require repackaging, re-labelling, corrected documentation, replacement delivery or take-back. The Supplier shall bear the costs insofar as the cause falls within its area of responsibility.
(15) The Supplier shall be liable for infringements for which it, its employees, agents, vicarious agents or subcontractors are responsible and shall indemnify KHB and its affiliated companies against justified third-party claims. To the extent legally permissible, the indemnity shall include reasonable investigation, expert, legal defence, securing, salvage, storage, demurrage, handling, return transport, repackaging, disposal and substitute-transport costs, as well as official fees. Mandatory public-law responsibilities of KHB shall remain unaffected.
(16) The Supplier shall retain all product, substance, quality, chemicals, packaging and dangerous-goods-related records in full, legibly and traceably, and protect them against loss or subsequent alteration.
Product, substance and compliance records, including in particular specifications, safety data sheets, classification bases, test and analytical evidence, packaging approvals, conformity evidence and change-management records, shall be retained for at least ten years after the last delivery of the respective product to KHB.
Shipment-related transport and dangerous goods records shall be retained for at least five years from the date of dispatch. Longer statutory, regulatory or contractual retention periods shall remain unaffected. Where regulatory proceedings, complaints or claims are pending, the relevant documents may not be deleted or destroyed before final conclusion.
Upon request, the Supplier shall provide the documents to KHB without delay and no later than within three working days, in German or English or accompanied by an intelligible translation, in electronically readable form; in urgent regulatory, safety or dangerous goods matters, without undue delay.
The Supplier shall ensure that these obligations are also fulfilled by manufacturers, laboratories, packers, freight forwarders and other subcontractors. If mandatory provisions of the country governing the Supplier or data processing conflict with retention or transfer, the Supplier shall inform KHB without delay in text form, state the legal basis and, in consultation with KHB, ensure a legally permissible equivalent documentation or access solution. These obligations shall survive termination of the business relationship.
(17) In the event of serious or repeated infringements, KHB may, without prejudice to its further rights, require an action plan, additional evidence, a dispatch stop or special audit, block packaging concepts or delivery approvals, suspend or cancel purchase orders and terminate the contract for good cause.
12. Origin of Goods, Preference Documentation and Sanctions
(1) The Supplier shall state the non-preferential origin of the goods determined in accordance with the provisions applicable at the time of delivery.
(2) A Supplier established in the EU shall, where the requirements are met, provide without request a properly completed long-term supplier’s declaration containing the goods information required by KHB.
(3) For deliveries from non-EU countries, the Supplier shall, where agreed, provide the required origin or preference documentation in accordance with the rules applicable in the country of destination.
(4) The Supplier shall be liable for losses arising from preference or origin documents that are incorrectly prepared through fault, including public charges and fines.
(5) The Supplier warrants that it, its affiliated companies and the responsible persons deployed for performance of the contract do not breach applicable sanctions or embargo rules. Any change shall be notified without delay.
13. Retention of title
(1) KHB shall retain title to substances and intermediate products provided by KHB.
(2) Processing or transformation shall be carried out for KHB. If processed together with third-party items, KHB shall acquire co-ownership in the ratio of the value of the item provided to the value of the other items at the time of processing.
(3) The same shall apply in the event of combination, mixing or blending. The Supplier shall hold sole or co-ownership in custody for KHB; transfer by way of security or any other disposition shall not be permitted.
(4) Goods paid for and returned because of breach of contract or defect shall remain KHB’s property until the reverse transaction has been fully completed and may not be pledged or assigned by way of security.
(5) Any retention of title by the Supplier shall apply only as a simple retention of title in respect of the relevant delivered and unpaid goods. Extended or prolonged retention-of-title arrangements shall not be accepted.
14. Invoicing, Payment and Prohibition of Assignment
(1) The price stated in the purchase order is binding.
(2) Invoices shall be issued no later than the fifth working day of the month following delivery and must state the purchase-order number. Delays resulting from missing information shall not be attributable to KHB.
(3) Unless otherwise agreed, KHB shall pay within 30 days subject to a 3% cash discount, within 45 days subject to a 1.5% cash discount, or net within 60 days. Timely payment shall be determined by KHB issuing the transfer instruction to its bank.
(4) KHB shall have rights of set-off and retention to the extent provided by law.
(5) Assignment of claims against KHB requires consent in text form. Consent shall be deemed given for a customary assignment to the Supplier’s principal bank under a general assignment arrangement.
15. Confidentiality
(1) The Supplier shall keep all drawings, illustrations, calculations, documents and information received confidential for three years after conclusion of the contract. The obligation shall continue after completion of the contract and shall cease only where the information is demonstrably in the public domain or becomes known without breach of duty.
(2) Publications, reference statements or advertising using the business relationship with KHB require KHB’s prior express consent in text form.
(3) The Supplier shall impose corresponding obligations on its sub-suppliers.
(4) The Supplier shall be liable for losses arising from any breach of these obligations for which it is responsible.
16. Data Protection
KHB processes personal data in accordance with the General Data Protection Regulation and the German Federal Data Protection Act. The legal basis is in particular Article 6(1)(b) GDPR for pre-contractual measures and performance of a contract.
17. Jurisdiction, Governing Law and Order of Precedence
(1) Where the Supplier is a merchant, Hamburg shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, to the extent legally permissible.
(2) The law of the Federal Republic of Germany shall apply, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(3) Where the contract or these Terms and Conditions contain a gap, the legally permissible provision that most closely reflects the economic purpose shall be deemed agreed. The validity of the remaining provisions shall not be affected.
(4) In the event of inconsistency, the following order of precedence shall apply: (a) mandatory law, (b) individually negotiated agreements and framework agreements, © the relevant purchase order, including specific dangerous goods and packaging clauses, (d) these General Terms and Conditions of Purchase, (e) technical specifications and other annexes, and (f) expressly agreed Incoterms® rules. Mandatory public-law obligations shall remain unaffected.
Version V09, 22.07.2026
General Conditions of Sales and Delivery*
KH Boddin Group**
Scope of application:
KH Boddin GmbH**
KHB Feed GmbH**
Kapstadtring 7
22297 Hamburg
Germany
Phone: +49-40-227129-0
Fax: +49-40-227129-30
e-mail: info@khboddin.com
www.khboddin.com
Offers, deliveries and other performances, including consulting services and the provision of information (and similar) from KH Boddin GmbH or KHB Feed GmbH (hereinafter referred to as KHB) are governed exclusively by these General Conditions of Sales and Delivery.
Deviating conditions of the Customer that have not been expressly acknowledged in writing by KHB shall not be binding for KHB, even if KHB does not expressly object to them. A reference by KHB to correspondence that contains or refers to the terms and conditions of the Customer or a third party does not constitute consent to the application of such terms and conditions. These General Conditions of Sales and Delivery shall also govern all future business relations, including those where KHB does not expressly refer to them in subsequent contracts (i.e. in particular in the case of orders placed over the phone).
The acceptance of the ordered goods shall be deemed acceptance of these General Conditions of Sales and Delivery. All agreements must be made in writing. This shall also apply to collateral agreements and assurances as well as to subsequent contract amendments. An amendment to this clause shall also require the written form.
1. Offers, product description, scope of delivery
(1) Offers are always subject to change. Contracts and other agreements become binding only upon written confirmation by KHB.
(2) The exclusive contractual object is the product that is sold with the properties, characteristics and intended use as specified in the sales contract or, if applicable, the product description attached to the order confirmation. Public statements or advertisements do not constitute a contractual specification of the quality of the goods.
(3) Other or more extensive properties and/or characteristics or other types of intended use are only deemed agreed if they have been expressly confirmed by KHB in writing.
(4) The scope of delivery shall be determined by the written order confirmation issued by KHB or, in the case of an offer by KHB with limited validity and timely acceptance, by the offer, insofar as an order confirmation has not been issued in due time. Industry-standard excess or short deliveries up to plus/minus 10% are permissible.
(5) KHB reserves title and copyright to cost estimates, offers, drawings and other documents or aids; they may not be made accessible or disclosed to third parties and must not be used or reproduced by the Customer or third parties. At KHB’s request, the Customer must return all of these items to KHB and destroy any copies made thereof, provided they are no longer required by KHB for ordinary business purposes or if negotiations do not lead to the conclusion of a contract. This does not apply to the storage of electronic data for the purpose of ordinary data backups.
2. Prices
(1) The quoted prices are exclusive of VAT and only apply to orders that are fulfilled with a single delivery journey. The prices apply per quantity unit in accordance with the written order confirmation, ex works/warehouse and include loading and packaging unless agreed differently. Quantities are specified without packaging.
(2) The prices may be adjusted accordingly if a legal requirement that changes the import levies and affects the agreed delivery time or part thereof and, as a result, the established expenses incurred by KHB increase. KHB shall inform the Customer of the new prices without delay.
Import levies for the purposes of this provision shall include customs duties, levies and consumption taxes. KHB may rescind the unperformed portion of the contract without incurring a liability to compensation if the contractually agreed price, freight reimbursement agreements or payment terms, or the possibility of applying such increases or adjustments to freight reimbursement agreements or payment terms, change, are modified, or are declared unlawful by virtue of law or official decree.
3. Delivery time
(1) Deadlines and due dates for deliveries and performances provided by KHB are only approximate timeframes, unless a fixed deadline or a fixed date has been expressly promised or agreed. The delivery period commences upon dispatch of the written order confirmation, but in any case not before the Customer has made all necessary prior arrangements that are required for the proper performance of the contract (documents, permits and deposit payment, if agreed).
(2) The delivery time is deemed observed if the delivery item has left the factory before the delivery time expires, or if the Customer has been notified of readiness for shipment. Early delivery ahead of the delivery date is permitted subject to prior notice. The delivery period can only be observed if the Customer has properly performed its contractual obligations. Appropriate and timely supply of KHB is reserved.
(3) The agreed delivery dates are binding for the Customer. If the contract provides for the Customer to order goods on-demand for certain specified months or weeks, the delivery time specified in this way shall also binding for the Customer.
(4) The delivery period shall be extended as required in the event of measures within the context of industrial disputes, including in particular measures in the context of a legitimate strike or lockout as well as in the case of other unforeseen impediments for which KHB is not responsible, e.g. operational disruptions, pandemic events, force majeure, war, official interventions, to the extent that such impediments evidently have a significant impact on completion or delivery of the delivery item and were unavoidable despite KHB acting with reasonably diligence. If the Customer cannot be expected to accept the delivery or service due to the delay, taking into account the mutual interests, the Customer may rescind the contract by promptly issuing a written declaration to KHB.
KHB shall not be held responsible for the aforementioned circumstances, even if they arise during an already ongoing delay. In important cases, KHB will inform the Customer as soon as possible at the beginning and end of such impediments. KHB shall be authorised to rescind the contract insofar as such circumstances significantly impede the delivery or service or render them impossible for KHB, provided the impediment is not only of a temporary nature.
(5) In the event of a default of performance, the Customer shall be authorised to rescind the contract that relates to the delayed individual delivery after fruitless expiry of a grace period to be set by the Customer. KHB is only liable for the resulting damages to the extent such damages were foreseeable for the company’s management. The claim for damages shall in any case be limited to the total amount of the damage evidenced by the Customer, with a maximum liability cap of EURO 500,000.00.
(6) KHB is entitled to make partial deliveries.
(7) In the case of contracts with continuous delivery, KHB must be informed of the on-demand details and allocations in roughly equal monthly quantities by no later than six weeks before the beginning of the respective month of delivery. If on-demand orders are not placed or allocated in due time, KHB shall - after having set a reasonable grace period - be at liberty to allocate the goods and deliver them, or - again after setting a reasonable grace period - to refuse fulfilment of the undelivered portion of the contract and claim damages. If KHB is in default with a partial performance, the Customer may only assert claims with regard to said partial performance, unless the partial performance is of no interest to him.
(8) The statutory provisions shall apply in the event of a default of acceptance.
4. Payment, payment default, offsetting, retention of title, assignment
(1) Unless confirmed otherwise by KHB in writing, invoices are payable in their net amount within 30 days from receipt of the invoice. The date a payment is received by KHB shall be authoritative. If the Customer fails to make a due payment, interest shall be charged on the outstanding amounts at 9% p.a. above the base interest rate from the payment due date. KHB will also invoice dunning expenses at a lump sum amount of EURO 100.00 for each dunning level.
(2) KHB is authorised to assign claims arising from all business relations with the Customer. The Customer is not authorised to assign claims against KHB without KHB’s prior written consent.
(3) If the Customer is in arrears with any payment obligations owed KHB, all existing claims shall fall due for immediate payment.
(4) Offsetting against the Customer’s counter-claims or the withholding of payments on the basis of such claims is only permissible if the counter-claims are undisputed or have been legally established, or if the counter-claims represent the consideration payable for the same order under which the respective delivery was made or would have been made. Unless agreed differently, discounts and other deductions are not permitted.
(5) If KHB becomes aware that the Customer is in financial difficulties after conclusion of the contract, KHB may demand security to be deposited or only perform outstanding deliveries against advance payment. Financial difficulties include, in particular, out-of-court composition offers and/or applications for the opening of judicial composition and/or insolvency proceedings and/or the listing in a debtor list and/or a “blacklist” and/or credit ratings that are unfavourable from KHB’s perspective.
(6) The Customer is aware that KHB intends to take out credit insurance through a credit insurer with regard to sales contracts and deliveries. If KHB’s credit insurer withdraws from insuring a credit volume related the respective Customer in whole or in part prior to delivery, KHB shall be authorised to withhold, at KHB’s discretion, all or part of the delivery until the invoice has been settled in full.
(7) If partial payments have been agreed, the entire remaining debt shall - irrespective of the due date of any bills of exchange - fall due for immediate payment if the Customer is in arrears with an instalment for 14 days, experiences financial difficulties, or ceases to make payments.
(8) Unless otherwise agreed in writing, the Customer is prohibited from assigning any claims arising from this contract to third parties.
(9) Incoming payments from the Customer must always be applied in accordance with Section 366 (2) German Civil Code.
(10) The Customer shall bear all fees, costs and expenses incurred by KHB, or a third party to which KHB has assigned a claim, as a result of or in connection with a successful debt collection measure against the Customer outside the Federal Republic of Germany.
5. Shipment and transfer of risk
(1) Unless otherwise agreed, delivery is EXW (INCOTERMS in the latest version, seller’s warehouse). The risk shall pass to the Customer, irrespective of the cost burden, as soon as the goods have left the KHB factory or warehouse, or have been handed over for carriage to the Customer, the forwarder, the carrier or any other person or institution within the factory or warehouse. This also applies if partial deliveries are made, or if KHB has assumed other performances (e.g. shipment). If shipment or handover is delayed due to circumstances attributable to the Customer, the risk shall pass to the Customer on the day the goods are ready for dispatch and KHB notifies the Customer accordingly. If collection of the goods by the Customer or its agent has been agreed, the risk shall pass by no later than the end of the second day after dispatch of the notice advising that the goods are available for collection. If KHB is involved in the freight charter in any way, KHB shall act exclusively in the capacity of the Customer’s agent. Storage costs incurred after the risk has passed shall be borne by the Customer. If goods are put into storage at KHB, the storage costs amount to 0.25% per full week of the invoice amount for the goods to be stored. The right to claim and establish higher or lower storage costs remains reserved.
(2) The Customer must notify KHB of the desired mode of shipment promptly after contract conclusion. If KHB is not notified within 7 days from contract conclusion, KHB shall be at liberty to determine the shipping route and means of transport.
KHB shall not be liable for any difficulties (damage, delay) arising during transport. The Customer shall bear the costs of reloading and/or forwarding arising from missing or incorrect destination information, including in cases where the parties have agreed on the costs of the shipment to be borne by KHB on an exceptional basis. KHB will package the goods at its own discretion.
(3) Insurance will not be covered by KHB unless requested by the Customer in writing.
(4) The “INCOTERMS” apply in their latest version.
6. Retention of title
(1) KHB reserves ownership title in the goods until all its claims against the Customer from the business relationship, including future claims arising from contracts concluded simultaneously or at a later date, have been settled.
This shall also apply if individual or all claims of KHB have been included in a current account balance that has already been finalised and accepted.
The Customer shall store all goods subject to retention of title free of charge for KHB.
(2) The processing, modification and installation of the goods subject to retention of title shall be carried out on behalf of KHB as the manufacturer within the meaning of Section 950 German Civil Code, without obligation for KHB and free of charge. The processed and modified goods or goods combined with KHB products are considered to be goods subject to retention of title within the meaning of these provisions.
If the goods subject to retention of title are processed, combined or inseparably mixed with goods from other manufacturers, KHB shall acquire joint ownership of the new object in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used at the time of processing or mixing. In the event that no such joint ownership is acquired by KHB, the Customer hereby authorises the transfer its future ownership or – in the aforementioned ratio – joint ownership of the newly created object to KHB for security purposes and shall keep it in safe custody for KHB. If the goods subject to retention of title are combined or inseparably mixed together with other materials to form a uniform product and one of the other materials is to be regarded as the main component, KHB shall, insofar as it owns the main component, transfer joint ownership of the uniform product to the Customer on a pro rata basis as specified in subclause 1. The resulting joint ownership rights shall be deemed goods subject to retention of title within the meaning of these provisions.
(3) If KHB rescinds the contract due to a breach of contract by the Customer – including, in particular, payment default – KHB shall be authorised to release the goods subject to retention of title. KHB reserves the right to claim damages.
(4) If the Customer apparently acts as a reseller, the Customer shall be authorised to resell the goods subject to retention of title in the ordinary course of business - in no case, however, after the application and/or opening of judicial or extrajudicial composition proceedings and/or insolvency, reorganisation or restructuring proceedings, and/or entry in a debtor list and/or a “blacklist” – and under the condition that the claim arising from the resale is assigned to KHB as follows: The Customer hereby assigns to KHB all claims together with all ancillary rights as will accrue to it from the resale to buyers or third parties, irrespective of whether the goods subject to retention of title are resold without or after processing. If KHB holds joint ownership in the goods subject to retention of title, the assignment shall be made on a pro rata basis that reflects KHB’s joint ownership. Other claims that take the place of the goods subject to retention of title or otherwise arise with respect to the goods subject to retention of title, such as insurance claims or claims arising from tortious acts in the event of loss or destruction, are also assigned. KHB hereby accepts the assignment.
If the Customer adds the claim from the resale of the goods to an existing current account with his buyers, the current account claim shall be assigned in full. The balance shall be replaced by the recognized balance that is deemed assigned up to the amount of the original current account claim. KHB hereby accepts the assignment of these claims.
If the Customer resells the goods subject to retention of title on credit, the Customer shall be obliged to secure the rights of the party who has retained title (KHB) in the resale transaction.
The Customer remains authorized to collect the claim after the assignment. KHB may only revoke the associated direct debit authorization if the surety is liquidated. KHB remains authorised to collect the claim, but undertakes not to collect the claim for as long as the Customer duly observes its payment obligations.
KHB may require the Customer to notify KHB of the claim assignment and debtor as well as all necessary and useful data for the determination and claim enforcement (in particular, complete name and address of the debtor, reason for the claim, invoice number, invoice date, claim amount, due date, expected debtor rights or objections / defences), provide all information required for collection, hand over the relevant documents and notify the debtors of the assignment. If the goods are resold together with other goods not owned by KHB, the Customer’s claim against the buyer shall be deemed assigned in the amount of the delivery price agreed between KHB and the Customer.
(5) The Customer is not authorised to dispose over the goods subject to retention of title in any other way, the goods may in particular not be pledged or transferred for security.
The goods shall be excluded from the bulk assignment of an entire warehouse for collateral surety by means of an express declaration to the collateral-taker.
If third parties access the goods subject to retention of title, in particular by means of attachment, the Customer shall immediately inform them of KHB’s ownership and notify KHB accordingly to enable KHB to enforce its proprietary rights. The Customer shall be liable to KHB if the third party is found not to be in a position to reimburse KHB for the reasonable judicial or extra-judicial costs incurred in this context.
(6) The Customer is obliged to adequately insure the goods subject to retention of title at its own expense against the usual risks.
(7) If the law of the country where the delivered goods are located does not permit a right to retain title, but instead permits the seller to reserve other rights to the delivered goods, KHB shall be at liberty to exercise any and all of these rights. The Customer is obliged to cooperate in these measures, which KHB intends to take in order to protect its right of ownership or rights in lieu of ownership title.
(8) KHB shall release the goods subject to retention of title, as well as the goods or claims taking their place, to the extent their value exceeds the amount of the secured claims by more than 50%. KHB may select the collateral to be released in its reasonable discretion.
7. Warranty
The following provisions are without prejudice to claims under the Product Liability Act.
(1) The Customer must promptly and diligently inspect the goods and notify any defects in writing without delay, but in any case within 2 working days after gaining the authority to dispose over the delivery item. Defects that a diligent inspection cannot detect within this period must be notified to KHB in writing without delay, but in any case within 1 working day after their discovery.
(2) If an effective notice of defects was submitted, the Customer shall at KHB’s request be obliged to have the quality of the goods ascertained by an impartial expert. Claims based on defective goods shall lapse if the Customer does not give KHB or its upstream suppliers the opportunity to inspect the claimed defects on-site or refuses to promptly provide samples as requested. All claims for defects shall be rendered null and void if the processing of the goods is not halted immediately after a defect is discovered, or if a mixing or combination of KHB’s goods with goods from other manufacturers is not ceased, and in these cases until the goods have been expressly released by KHB or its suppliers. The Customer shall concurrently inform KHB of the details of those buyers who received the goods in question.
The defective goods must be returned to KHB with freight prepaid upon KHB’s request. If a claim for defects is justified, KHB shall reimburse the costs of the most cost-effective shipping option; this shall not apply if such costs increase due to the goods not being located at their place of intended use.
(3) KHB accepts no liability for consequences caused by improper use of the goods or by non-compliance with instructions of use provided by KHB.
(4) In the delivered goods are defective, KHB shall, at its own discretion and within a reasonable period of time, remedy the defect or deliver a defect-free item (subsequent performance). The Customer may reduce the price or rescind the contract if it becomes clear, after two attempts at subsequent performance, the subsequent improvement or substitute delivery is unreasonably delayed, has become impossible or has failed, . If KHB is at fault for the defect, the Customer may claim damages in accordance with clause 8.
(5) In the case of defects that affect goods from other manufacturers or suppliers and that KHB cannot eliminate for legal or substantive reasons, KHB shall be at liberty to assert its warranty claims against the manufacturers or suppliers on the account of the Customer or assign them to the Customer. Warranty claims against the seller shall only arise in the case of such defects subject to the other conditions and in accordance with these General Conditions of Sales and Delivery if the judicial enforcement of the aforementioned claims against the manufacturer or supplier has been unsuccessful or, for example, is infeasible due to insolvency. The limitation period of the respective warranty claims of the Customer against KHB is suspended for the duration of the legal dispute.
(6) The Customer’s claims become statute-barred within one year, starting from delivery of the object of purchase to the buyer. This shall also apply to claims for compensation of consequential damages caused by a defect.
(7) If claims for recourse against KHB arise from a claim against the Customer brought by the Customer’s buyer, KHB shall bear liability as if it had sold directly to the end Customer. If an end Customer makes a claim against the Customer for a reason that may have its cause in the defect of the sold goods, the Customer shall be obliged to inform KHB accordingly without delay. The Customer shall also be obliged to bring a legal claim against its buyer, unless KHB accepts its obligation to indemnify the Customer or its buyers, or waives the execution of the judicial proceedings. The Customer must give KHB the opportunity to join the litigation if the Customer faces legal action brought by the Customer’s buyer.
(8) The Customer assumes all potential claims against KHB arising from a possible infringement of third-party property rights as a result of the importation or use of the goods delivered by KHB, provided such infringement is not the result of wilful intent or gross negligence on the part of KHB.
8. Liability for damages
(1) The liability of KHB for damages, irrespective of the legal reason, including in particular for impossibility, delay, defective or incorrect delivery, breach of contract, violation of duties in contractual negotiations and tort is, insofar as liability hinges on culpability, limited in accordance with the provisions of this clause 8.
(2) KHB shall not be liable for simple negligence on the part of its corporate bodies, legal representatives, employees or other vicarious agents, unless it concerns a breach of material contractual obligations. Material obligations include the obligation to make timely delivery of the delivery item, its freedom from defects of title, as well as defects of quality that impair its functioning or suitability for use to a greater than insignificant extent, as well as advisory, protective, and custodial duties of care that are intended to enable the Customer to use the delivery item in accordance with the contract, to protect the life and limb of the Customer’s personnel, or to protect of the Customer’s property from significant damage.
(3) Insofar as KHB is liable for damages on the basis of the preceding subclause (2), KHB’s liability is limited to damages that were foreseeable for KHB at the time of contracting as a possible consequence of a breach of contract, or ought to have been foreseeable when applying customary diligence. Indirect damages and consequential damages resulting from defects of the object of delivery will only be compensated if such damages are to be expected as typical for the intended use of the delivery item.
(4) In the case of liability for simple negligence, KHB’s obligation to compensate for property damage and resulting further pecuniary losses shall be limited to an amount of EUR 500,000.00 per claim, including in cases that involve a breach of material contractual obligations.
(5) The above exclusions and limitations of liability shall equally apply for the benefit of the corporate bodies, legal representatives, employees and other vicarious agents of KHB.
(6) Insofar as KHB provides technical information or acts as a consultant and the information or advice provided in this context does not form part of the contractually agreed scope of services owed by KHB, it shall be provided free of charge and to the exclusion of any liability.
(7) The limitations of this clause 8 shall not apply to the liability of KHB for wilful intent, to guaranteed characteristics of properties, to injury to life, limb or health, or to claims under the Product Liability Act.
9. Biocidal products
KHB expressly notes that all goods offered and/or sold by KHB are excluded from use as biocidal product(s) in the EU and Switzerland in accordance with Regulation (EU) No. 528/2012. This must also be observed when goods are resold / onsold.
10. REACH
To the extent KHB supplies products that have been registered as transported isolated intermediates within the meaning of Regulation (EC) 1907/2006 (REACH), such products must handled and used by the Customer only in accordance with the strictly controlled conditions defined in Article 18, paragraph 4 of the REACH Regulation. The Customer assumes the warranty and liability in this respect.
The Customer is responsible for fully satisfying the necessary documentation requirements in accordance with the strictly controlled conditions and for forwarding said documentation to KHB at KHB’s request without delay.
11. Place of performance
Place of performance is Hamburg, Germany. The place of performance for all obligations owed by the Customer is the registered office of the seller (KHB).
12. Place of jurisdiction and applicable law
The law of the Federal Republic of Germany shall apply to the exclusion of the conflict of laws provisions under international private law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
The place of jurisdiction for all disputes arising from contracts concluded with KHB is Hamburg, Germany. If KHB is a plaintiff, legal proceedings may also be commenced at the Customer’s principal place of business.
13. Miscellaneous provisions
The legal ineffectiveness of individual provisions stipulated in these General Terms of Sales and Delivery shall be without prejudice to the remaining provisions.
In the event the contract or these General Conditions contain contractual loopholes, these loopholes shall be provided for by such legally effective provisions as the parties would have agreed in light of the contract’s commercial objectives and provisions’ purpose, had they been aware of the contractual loophole.
Transactions with businesses are treated equally to transactions with legal entities governed by public law and special funds governed by public law.
These General Conditions of Sales and Delivery shall also govern all future transactions with the Customer. They are published on the KHB internet homepage (https://www.khboddin.com/agb), with the effect that the contractor is excluded from the plea of not having received them. The same applies with respect to the applicable KHB Code of Conduct (see www.khboddin.com/code-of-conduct ).
All previous agreements shall lapse upon publication of these General Conditions.
Last modified: 07 June 2022