Terms & Conditions for Purchase

1.1 Unless otherwise agreed in writing these General Terms and Conditions for Purchasing of Products and Services (the “GTC Purchasing”) shall apply to any and all purchases of Products and/or Services (“Products”) by Nordex Food A/S, Futura Foods UK Ltd. or by any subsidiary or sister company hereof (together and individually “Nordex” or the “Nordex Group”). By accepting an Order, offering to sell or making a sale or delivery of Products to Nordex, the person or entity doing so (the “Supplier”) agrees and accepts that the GTC Purchasing applies between Nordex and the Supplier (together the “Parties”).

1.2 In case of discrepancies between the GTC Purchasing and any other exchanges of communication between the Parties, the GTC Purchasing shall prevail unless otherwise explicitly agreed in writing by the Parties.

1.3 The Parties may enter a written frame agreement setting out the relationship and commercial aspects between the Parties in further details (the “Frame Agreement”).

2.1 Nordex may, but is not obliged to, submit any Orders to the Supplier.

2.2 An Order which is based on an offer by the Supplier shall be binding upon the Supplier. An Order which is not based on an offer shall be deemed accepted by the Supplier when the Supplier provides written or verbal confirmation of the Order or when the Supplier carries out any act which is consistent with commencing or fulfilling the Order. In all situations where an agreement is entered the Supplier shall forward an order confirmation for documentation purposes within 48 hours.

2.3 Any amendments to an Order (including, but not limited to, amendments included in the Supplier’s order confirmation) shall only be valid if they are explicitly accepted by Nordex. If such acceptance is not given, the Order shall be considered the agreed document.

3.1 The Supplier shall manufacture, pack and supply the Products in accordance with best industry standards and practices and with any supplemental standards and practices agreed by the Parties.

3.2 The Supplier warrants that the Products supplied to Nordex shall:
(a) until the expiration date, conform to any sample provided, the product specification sheet directly or indirectly accepted by the Supplier and to any other standards, qualities, performance features or attributes given on the Order and/or any other specification by any of the Parties in respect of the Products;
(b) comply with all applicable statutory and regulatory requirements hereunder but not limited to food and product safety regulations in the European Union, country of origin, and the country of the Supplier and carry a certificate of conformity if and as requested by Nordex;
(c) be free of any substances or materials which are genetically modified or are derived from such;
(d) where appropriate, have no extraneous or objectionable odours or tastes whether hazardous/noxious or not;
(e) be properly packed and secured in such manner as to enable them to reach their destination in good condition.

3.3 Where the Products being provided are services, the Supplier notes that it shall be an independent contractor and nothing in the Order shall render the Supplier as an employee, worker, agent or partner of Nordex. The Supplier shall:
(a) co-operate with Nordex in all matters relating to the Products and comply with all reasonable instructions given by Nordex;
(b) engage the Products with due care and diligence and in accordance with best industry practice in the Supplier’s industry, profession or trade;
(c) use appropriately qualified and trained personnel and in a sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Order;
(d) ensure the Products are performed to the reasonable satisfaction of Nordex;
(e) ensure the Supplier observes all health and safety, security requirements and social distancing guidelines that apply on Nordex’s premises; and
(f) provide all the necessary plant, equipment, and materials necessary for the performance of the Product, except as otherwise agreed with 3 Nordex (and in any event, the provision of any plant, equipment and materials shall be at the Supplier’s risk).

3.4 Variations or modifications related to the production processes or any other changes affecting the Products in any way including but not limited to changes in raw materials, ingredients and other components shall be notified to Nordex in a modified product specification as soon as possible and no less than three months in advance and may not affect the quality or properties of the Products negatively. Nordex may, in its sole discretion, cancel any Orders placed prior to the change if the change affects the ordered Products. In no way shall approval or passivity by Nordex release the Supplier from any of its liability or limit such liability.

4.1 In addition to the obligations of the Supplier in Clause 3.3 related to variations or modifications affecting the Products the Supplier may not introduce any such variations or modifications affecting Private Label Products without prior approval of Nordex. Such approval shall not be unreasonably withheld.

4.2 The Supplier undertakes not to produce nor deliver any Private Label Products to any customer other than Nordex unless Nordex places Orders to be delivered to its customers.

4.3 Private Label Products shall be produced with designs, texts, graphics and Nordex Marks on labels and packaging of the Products (the “Nordex Presentation”) according to the instructions by Nordex hereunder according to digital drawings and graphics. Samples of the Private Label Product in question shall be approved in writing by Nordex in respect of the Nordex Presentation prior to commencement of production. Private Label Products delivered after approval shall conform in all and any way with the approved samples.

4.4 All costs related to printing and producing the packaging and labels on Private Label Products shall be borne by the Supplier unless otherwise explicitly agreed in writing. The ownership of objects whether digital or physical such as but not limited to print-files and kliches shall lie with Nordex.

5.1 The Supplier shall deliver, or make available for collection (at Nordex’s option) the Products to the location, at the time and on the delivery terms specified in the Order or the Frame Agreement. If no delivery terms are specified, the Supplier shall deliver the Products “at place” to Nordex (DAP Incoterms 2020). Time is of the essence in respect of each delivery. The Supplier shall contact Nordex to agree on delivery terms in case an Order does not specify such.

5.2 Delivery shall take place within the opening hours of Nordex or any other facility agreed as the place of delivery unless stated otherwise at the Order.

5.3 An Order shall be delivered in one full delivery unless instalments are accepted by Nordex. Where Nordex agrees that an Order can be delivered in instalments, the Order will be treated as a single Order and shall not be severable.

5.4 The Supplier shall notify Nordex without delay where it cannot (or anticipates that it cannot) deliver the Products on the specified date. If the Supplier fails to deliver the Products on the date specified, or within any additional timeframes agreed by Nordex in writing and such failure is not as a result of Nordex’s failure to comply with its obligations under this Agreement, then without limiting any other rights or remedies of Nordex, Nordex is entitled to (at Nordex’s option):
(a) refuse to take any attempted delivery of the Order after the date specified;
(b) terminate the Order with immediate effect;
(c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by Nordex in obtaining such substitute products;

6.1 The signing of any delivery notes or any other shipping documents or the receipt of any Products shall not constitute acceptance of the quantity or quality of the Products. Nordex shall not be deemed to have accepted the Products until acceptance is confirmed in writing following a reasonable period (not being less than 3 business days) to inspect the Products following delivery or, if later, within a reasonable time after any latent defect in the Products becomes apparent.

6.2 If any Products delivered to Nordex do not comply with the warranties and obligations in Clause 3, or are otherwise not in conformity with the terms of the GTC Purchasing; the Order;

7.1 Title in the Products shall pass to Nordex on the sooner of:
(a) delivery to, or collection of the Products by Nordex; or
(b) payment by Nordex for the Products.

8.1 The price for the Products may be set out in the Order (or, where no price is specified in the Order, it shall be confirmed in writing by an authorised representative for Nordex); and shall be inclusive of any costs or charges for packaging, packing, shipping, carriage of the Goods and insurance to the point of delivery according to the agreed delivery term (eg. Incoterm), import taxes and any 5 other trade duties or tariffs and levies other than VAT (or equivalent sales taxes in the relevant jurisdiction).

8.2 All prices and payments to be made by Nordex to the Supplier in respect of the Products are stated exclusive of any applicable VAT (or equivalent sales tax in the relevant jurisdiction), which shall be paid by Nordex to the Supplier at

9.1 The Supplier shall forward the invoice to Nordex for each Order at the e-mail address designated by Nordex. Each invoice shall quote the relevant Nordex Order number(s).

9.2 Nordex shall pay invoices within 60 days from end of the month in which the invoice is issued unless other payment terms are agreed in writing. Payment shall be made to the bank account nominated in writing by the Supplier.

10.1 The Supplier shall at all times while dealing with Nordex, and for no less than 12 months hereafter, maintain adequate levels and such types of insurance as are appropriate to the nature of its business, including but not limited to general- and product liability insurance, for not less than €2 million per claim and product recall insurance for not less than €500,000, and

11.1 In performing any and all of its obligations to Nordex the Supplier warrants that the Supplier and the Suppliers subcontractors:
(a) comply with all applicable laws, statutes, regulations and codes in force at any given time hereunder but not limited to: occupational health and safety regulations, environmental laws, employment laws, International Bill of Human Rights, and rules against discrimination and slavery such as the UK Modern Slavery Act of 2015;

(b) do not engage in any activity, practice or conduct which constitutes an offence under (as applicable) the UK Bribery Act 2010, the Danish Penal Code, the Foreign Corrupt Practices Act of the USA, or any other applicable anti-bribery laws and will promptly report to Nordex any direct or indirect request for any unjustified benefit by an individual being directly or indirectly related to Nordex in any way;

12.1 The Supplier shall indemnify Nordex against all liabilities, costs, expenses, damages, and losses suffered or incurred by Nordex arising out of or in connection with:
(a) any claim made against Nordex for actual or alleged infringement of a third party’s patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and confidential information (including know-how and trade secrets), and all other intellectual property (“Intellectual Property Rights”) arising out of, or in connection with, the supply or use of the Products;

13.1 Each of the Parties undertakes to keep confidential and not disclose information concerning the business, affairs, customers, clients or suppliers of the other Party or any associated company hereof, including information relating to its operations, processes, plans, product information, know-how, designs, trade secrets, and production (“Confidential Information”) to third parties.

14.1 Without affecting any other right or remedy available to it, either Party may terminate any agreement between the Parties hereunder the Frame Agreement and/or any Order(s) with immediate effect by giving written notice to the other Party if:
(a) the other Party suffers an insolvency event hereunder if a Party compounds with its creditors, executes an assignment for the benefit of its creditors, has a bankruptcy order against it, enters into voluntary or compulsory liquidation, has an administrator or administrative receiver or receiver appointed; or takes or suffers any similar action in consequence of debt; or becomes insolvent; or if the other Party has reasonable cause to believe that any of these events is likely to occur;
(b) the other Party commits a material breach of any of its obligations towards the terminating Party which breach is irremediable or if such breach is remediable fails to remedy the breach within a period of 14 days after being notified in writing to do so; or

15.1 No variation to a written agreement between the Parties including these GTC Purchasing shall be effective unless it is in writing and signed by the Parties. Assignment and Other Dealings

15.2 Only the specific legal entity of the Nordex Group who has submitted a given Order shall be liable to the Supplier for any obligations related to that Order.

15.3 The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under any agreement or Order entered with Nordex without Nordex’ prior written consent. Force Majeure

15.4 Neither Party shall be in breach nor be liable for delay in performing, or failing to perform, any of its obligations towards the other Party if such breach, delay or failure is caused by an unforeseen, extraordinary and serious event not within its control and not caused by its default or error. The Party invoking force majeure shall, notify the other Party hereof without undue delay and in no event later than 3 days after the event has occurred. If the event continues for 10 consecutive days or more hindering performance Nordex may terminate any Order affected. Severance

15.5 If any of the terms and conditions of the GTC Purchasing; the Order; the Frame Agreement or other agreement between the Parties are found to be invalid, ineffective, or unenforceable, such shall not affect any other term or condition (or the other parts of the term or condition in question) and all terms and conditions or parts thereof not affected shall remain in full force and effect. Waiver

15.6 A failure or delay by a Party to exercise any right or remedy provided under the terms of the GTC Purchasing; the Order; the Frame Agreement or other agreement between the Parties or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. Third Party Rights

16.1 The definitions of these GTC Purchasing shall apply to any and all other exchanges between the Parties including any Frame Agreements.