1. Definitions

1.1 “Naturally Pam” is Naturally Pam GmbH, Kajen 12, 20459 Hamburg.

1.2 “Supplier” means any company that enters into a contract with Naturally Pam for the purchase of goods (hereinafter referred to collectively as “Delivery”).

1.3 “Warehouse” means the currently valid warehouse of Naturally Pam.

2. General

2.1 These General Terms and Conditions of Purchase of Naturally Pam form an integral part of every agreement concluded with Naturally Pam regarding deliveries, irrespective of whether the supplier performs the service itself or purchases from sub-suppliers or dealers.

2.2 The General Terms and Conditions of Purchase of Naturally Pam, in their currently valid version, shall also apply to all subsequent and future transactions between the parties, even if no express reference is made to them here.

2.3 Any differing general terms and conditions of the supplier are hereby also hereby rejected in the event
Naturally Pam does not object to any confirmation letters or unconditional deliveries or services. This only applies if Naturally Pam has expressly agreed to it in writing beforehand.

2.4 Individual agreements made between the parties in specific cases (including side agreements, amendments and modifications) shall take precedence over these General Terms and Conditions of Purchase, provided they are made in written form.

 

3. Orders

3.1 Orders for Naturally Pam are placed in written form.

3.2 Orders are freely revocable until they are accepted.

3.3 Every order must be confirmed by the supplier in writing or text form. If the order confirmation deviates in whole or in part from the content of the order, or if it is not issued within 3 working days, this shall be deemed a new offer from the supplier and requires express acceptance by the customer.
Naturally Pam.

4. Specifications / Information obligations / Control

4.1 It is agreed that the supplier shall manufacture the products to be delivered to Naturally Pam in accordance with certain specifications communicated by Naturally Pam in each individual case with regard to the production process and the product ingredients (hereinafter referred to as “Specifications”).

4.2 Changes to the manufacturing process or ingredients of the products, the relocation of manufacturing sites, as well as changes to procedures or facilities for testing the products or other quality assurance measures must be communicated to Naturally Pam without delay and without being requested, and will not become part of the contract without the express written consent of Naturally Pam.

4.3 Naturally Pam reserves the right to conduct unannounced operational and
To conduct production site visits at the supplier's or its manufacturer's premises. The right to inspect and audit also extends to the supplier's own facilities.
or the manufacturer's equipment and documentation relating to the production, storage, and transport of the products, as well as all related components. The inspection by Naturally Pam may also be carried out by a qualified, independent company.

4.4 The supplier is obliged to regularly check and prove the quality of its products through analyses and tests.

4.5 The supplier is obligated to conduct analyses or tests of products, samples, or components thereof at its own expense, in accordance with a test series to be determined by Naturally Pam on a case-by-case basis. For this purpose, the supplier undertakes to send samples to a laboratory designated by Naturally Pam. The supplier will bear the reasonable costs of such laboratory testing by a third-party institution.

4.6 The supplier undertakes to keep documents relating to the manufacture, storage, delivery and sale of the products for a period of at least 5 years from the date of delivery and to make these documents available to Naturally Pam upon request.

5. Delivery dates / Delivery and transfer of risk

5.1 Delivery dates and quantities are determined according to the agreements in the order and are binding.

5.2 Unless otherwise agreed in writing, delivery shall be made "carriage paid" at the supplier's expense and risk to the Naturally Pam warehouse. The Naturally Pam warehouse is also the place of performance (delivery obligation).

5.3 Naturally Pam must be notified immediately in writing of any delays that occur or become apparent.

5.4 The unconditional acceptance of a late delivery does not constitute a waiver by Naturally Pam of the rights arising from the delay.

5.5 Each delivery must be accompanied by a delivery note stating the complete product name and the correct quantity. If a delivery is incomplete or incorrect according to the delivery note, Naturally Pam is entitled to refuse acceptance. Any associated costs will be borne by the supplier.

5.6 The delivery note must be clearly visible and attached to the first package, and must contain the following information:

• Order number
  the Naturally Pam
• name
  the supplier
• Total weight
• Article description
  and quantity
• Charge
  and best before date

5.7 Products with a minimum shelf life must, upon delivery, display the minimum shelf life date ("BBD") agreed upon with Naturally Pam. The BBD must be precise to the day and clearly identifiable on both the products and their outer packaging. If the agreed minimum shelf life is not met, Naturally Pam is entitled to dispose of the goods at the supplier's expense, see section 5.9. Naturally Pam reserves the right to assert further claims.

5.8 If the supplier delivers defective or otherwise defective goods
If the goods delivered do not conform to the contract, the supplier shall, upon request, pay Naturally Pam a lump-sum contractual penalty of EUR 5,000.00 per agreed delivery. This does not affect the assertion of further claims. The contractual penalty shall be credited against any damages incurred as a result of the defective delivery. The supplier is also free to prove that Naturally Pam suffered no damage or only minor damage.

5.9 In the event of a defective or incorrect delivery, Naturally Pam reserves the right to dispose of the products at the supplier's expense if the supplier does not collect the goods within 3 working days.

5.10 The supplier is obliged to provide Naturally Pam with all product information for the products to be delivered in German and English before delivery, such as EAN codes, cutout images, product and nutritional specifications.

5.11 Unless expressly agreed otherwise in individual cases, delivery shall be made exclusively to the address specified in the currently valid delivery conditions of Naturally Pam.

Please note the stated delivery times.

5.12 The supplier is obliged to send Naturally Pam sample items of each newly purchased product to the following address:

Naturally Pam GmbH

Quays 12

20459 Hamburg

5.13 The contents of each package must be clearly and legibly marked on the outside. Packages must be fully numbered. The total number of packages must be indicated on each package (e.g., 1/6).

5.14 The pallets must be packed according to type and batch. The goods to be delivered must be properly packed and secured by the supplier on exchangeable and undamaged EPAL Euro pallets (max. height 1.60m). No other pallet types are accepted. A charge of
Empty pallets from the supplier are not permitted. Delivery will be made on full pallets. The only exception is the remaining quantity, which may be delivered on a partial pallet.

5.15 The supplier is advised that Naturally
Pam has no way to unload pallets from small vehicles. The supplier's vehicle must have a suitable loading ramp.

5.16 In addition, the delivery conditions of Naturally Pam apply, which contain further information on notification, delivery times and requirements for delivery and can be accessed on the Naturally Pam website.

6. Force Majeure

6.1 If Naturally Pam is prevented from accepting the goods as agreed due to force majeure,
If delivery is prevented at the destination, the supplier is not in default of acceptance and the supplier's claim for consideration and/or damages is void.

6.2 Force majeure shall be defined as all events that were unforeseeable and unavoidable at the time of conclusion of the contract or that are only
Circumstances that can be averted by unreasonable means, in particular natural disasters, civil unrest and strikes.

7. Warranty

7.1 The supplier guarantees to Naturally Pam, by way of an independent guarantee, that it possesses and is entitled to use all rights to trademarks, illustrations, graphics, images, and texts necessary for the resale of the products. Upon conclusion of the contract, the supplier transfers these rights necessary for the further sale of the products to Naturally Pam. Naturally Pam hereby accepts this transfer.

7.2 The supplier shall indemnify Naturally Pam against all third-party claims. This indemnification also includes the costs of legal defense.

8. Prices and Payment Terms

8.1 The agreed purchase prices represent maximum prices for
The minimum term is 12 months from the date of the contract. After that, any price increases by the supplier require a notice period of 3 months to the end of the month and written confirmation from Naturally Pam.

8.2 Invoices are due for payment within 30 days or within 14 days with a 3% discount. The payment period only begins after delivery in accordance with the contract and complete delivery, as well as proper invoicing.

8.3 By making payment without reservation, Naturally Pam does not acknowledge the delivery as being in accordance with the contract.

8.4 Invoices should be sent to:

Naturally Pam GmbH

Quays 12

20459 Hamburg

Please send your application digitally to the following email address: einkauf@naturally-pam.de .

Invoices included with packages do not establish the due date of payment.
Invoice amount. Invoices and other documents containing prices must not be included in the packages, but must be sent separately to Naturally Pam.

8.5 Invoices must contain the following information:

• Billing address
• Delivery note number, delivery date and address
• Supplier's VAT ID
• Order number for Naturally Pam
• Item name and quantity
• VAT shown.

9. Retention of title

Ownership of the delivered goods passes to Naturally Pam no later than upon receipt of payment. Any extended or expanded retention of title is expressly rejected.

10. Warranty and Liability for Defects

10.1 In the event of material defects and defects of title, the statutory provisions shall apply, unless otherwise specified below.

10.2 The supplier warrants to Naturally Pam that the products are in perfect condition, roadworthy, and suitable for the intended purpose of the delivery. The supplier guarantees that the products meet the requirements in every respect.
The product must comply with applicable legal requirements, regulations, and rules of the country in which it was manufactured, stored, or supplied, and where it is used. This also includes the provisions of the Supply Chain Due Diligence Act.

10.3 The supplier warrants that the delivered products comply with the relevant legal provisions, in particular food and hygiene regulations, and are marketable within the meaning of the legal provisions. Furthermore, the supplier warrants that the products were manufactured in accordance with the relevant legal regulations.
The products are of high quality and comply with the best industry standards. They are safe, roadworthy, and suitable for their intended use, meeting specifications in every respect.

10.4 Naturally Pam's duty to inspect is limited to defects that are readily apparent during a proper incoming goods inspection upon external examination. Any claims based on latent defects remain unaffected.

10.5 Obvious defects must be reported within two weeks of receipt of the delivery. For hidden defects, the aforementioned period applies accordingly from the date of discovery of the defect.

10.6 If the supplier fails to fulfill its obligation to remedy the defect – at Naturally Pam's discretion, either by repair or replacement – ​​within a reasonable period, Naturally Pam is entitled to remedy the defect itself or have it remedied and to demand reimbursement of the necessary expenses from the supplier. If remedying the defect is not feasible for Naturally Pam,
If the action is of particular urgency and cannot be postponed (e.g., in the event of imminent disproportionate damage), no deadline needs to be set.

10.7 In the event of an unsuccessful attempt at subsequent performance, Naturally Pam is entitled to withdraw from the contract and/or demand damages in lieu of performance.

10.8 The limitation period for claims relating to defects in the goods is 2 years from delivery.

11. Exemption and insurance

11.1 The supplier undertakes to indemnify Naturally Pam (and any company affiliated with Naturally Pam) against any and all third-party liability claims arising from the manufacture, delivery, or storage of the products (product liability). This indemnification includes, but is not limited to, claims arising from a breach of warranty obligations and guarantees. The supplier is also obligated to reimburse Naturally Pam for any payments made to settle justified claims.

11.2 The indemnification and reimbursement obligation does not apply if the underlying event is demonstrably due to gross negligence or willful misconduct on the part of Naturally Pam or one of its employees, agents, vicarious agents or affiliated companies.

11.3 The supplier is obliged to inform Naturally Pam immediately of any legal action taken against him or of any claims being asserted against him and to provide information upon request.
to provide all relevant documents.

11.4 The supplier assures that it will maintain comprehensive liability insurance, including product liability, with a reputable European insurance company with a minimum coverage of €10 million per claim throughout the contractual relationship with Naturally Pam.

11.5 The supplier is obliged to submit confirmations to Naturally Pam annually as proof of coverage. Each confirmation must specify its coverage scope.

12. Liability

12.1 The liability of Naturally Pam and the supplier is governed by contractual and statutory provisions, unless otherwise stipulated below or under clause 10 regarding warranty and liability for defects.

12.2 The supplier is obligated to indemnify Naturally Pam against all third-party claims arising from a defective delivery. This does not apply if the circumstance giving rise to liability demonstrably did not originate from the supplier's sphere of control and organization, or if the event underlying the liability was caused by gross negligence or willful misconduct on the part of Naturally Pam.

12.3 The obligation to keep the property in trust also applies to the costs of legal action and other necessary expenses.

13. Confidentiality Obligation

13.1 The supplier undertakes to maintain the strictest confidentiality regarding all confidential matters of Naturally Pam and its customers and contractual partners towards third parties.

13.2 Confidential matters are those that are marked as "confidential" or that, based on other circumstances, can clearly be classified as trade secrets. This includes, in particular, information on products, formulas, distribution channels,
Pricing and customer structure of Naturally Pam. The evaluation and use of information from the aforementioned area outside the contractual relationship between the parties is not permitted. The confidentiality obligation also extends to the details of the contractual relationship.

13.3 The foregoing confidentiality obligation does not apply to information that is publicly available without the supplier breaching this agreement or which the supplier is required to disclose by law or by order of an administrative authority.

 

14. Final Provisions

14.1 In addition, the General Terms and Conditions of Naturally Pam GmbH for business transactions (B2B) shall apply, unless the respective purchase contract or these purchasing conditions contain special provisions.

14.2 The supplier may only offset claims by Naturally Pam if the supplier's counterclaim is undisputed or has been legally established. The supplier may only assert a right of retention to the extent that it is based on claims arising from the same contractual relationship.

14.3 Without the express written consent of Naturally Pam, the supplier is not entitled to assign claims arising from the contractual relationship to third parties.

14.4 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the rules of private international law.

14.5 Unless expressly agreed otherwise, the place of performance is the destination of the goods and therefore the warehouse of Naturally Pam.

14.6 The exclusive place of jurisdiction for both parties is Hamburg, provided that the supplier is a company, a legal entity under public law or a special fund under public law.

14.7 Should any provision of these terms and conditions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a substitute provision that most closely approximates the intended purpose of the invalid provision.
The ineffective provision comes as close as possible to the intended purpose.

Copyright Naturally Pam GmbH,
Hamburg 2026