General Terms and Conditions of Business and Purchase

Terms and Conditions of Sale and Delivery

1. General

1.1 These general terms and conditions of sale and delivery (hereinafter referred to as “GTC”) apply to all our deliveries and services to entrepreneurs.

1.2 They also apply to our future deliveries and services, even if they are not expressly agreed again.

1.3 If the customer accepts the service/delivery from us without reservation, this also constitutes the customer’s acknowledgement of our GTC.

1.4 Deviating and/or supplementary GTC of the customer do not apply. We hereby object to these. They only apply if and to the extent that we have expressly agreed to them or parts thereof.

1.5 Even the unconditional delivery and/or provision of the service by us does not constitute recognition of the customer’s GTC that deviate from or supplement these GTC.

2. Offer and conclusion of contract, power of representation

Our offers are subject to change and non-binding. Declarations of acceptance and all orders require our express confirmation to be legally effective. The same applies to additions, amendments or collateral agreements. All information on dimensions, weights or other performance data is only binding if and to the extent that we expressly designate it as binding.

3. Prices

3.1 The prices stated in our order confirmation apply plus the respective statutory value added tax. In the absence of an express deviating agreement, our prices valid on the day of delivery shall apply.

3.2 Unless expressly agreed otherwise, the prices are ex our warehouse including normal packaging, but excluding shipping costs, which shall be borne by the customer unless expressly agreed otherwise. Special packaging will be charged separately or made available for rent against a rental fee. It must be returned to us carriage paid in proper condition no later than three months from the invoice date.

3.3 All taxes, customs duties, levies, etc. incurred for a delivery outside Germany shall be borne by the customer, unless otherwise agreed.

4. Dispatch, delivery

4.1 For our deliveries, 52159 Roetgen is the place of performance, irrespective of the warehouse from which the delivery is made. The dispatch takes place at the risk of the customer. The method of dispatch and the dispatch route will be chosen by us. Insofar as additional costs are incurred due to the express agreement of customer requests, they shall be borne by the customer.

4.2 Partial deliveries are permissible insofar as they are reasonable for the customer.

4.3 Delivery dates are only binding if they have been expressly agreed. Delivery dates are deemed to have been met if the delivery item has left the factory by the time they expire or if we have notified readiness for dispatch.

4.4 Compliance with agreed deadlines for deliveries/services requires the timely receipt of all documents to be supplied by the customer, necessary approvals and releases, in particular plans, as well as compliance with the agreed terms of payment (e.g. advance payment, down payments) and other obligations by the customer. If the requirements are not met in time, the agreed delivery and service deadlines shall be extended appropriately; this shall not apply if we are responsible for the delay.

4.5 If non-compliance with agreed deadlines is due to force majeure, e.g. mobilization, war, riot or similar events, e.g. strike, lockout, higher-level emergency measures (epidemics), the agreed deadlines shall be extended appropriately. The same applies in the event that we ourselves have not been supplied in time or properly (for agreed delivery dates, the following therefore applies: subject to timely self-delivery).

5. Payment, default interest, default, offsetting and retention

5.1 Our invoices are due for payment without deductions within the agreed periods from the invoice date, without express agreement of a period immediately after receipt of the invoice. We are entitled to charge interest at a rate of 5% from the due date; the assertion of further damages remains reserved. From the date of default, we are entitled to assert interest at a rate of nine percentage points above the respective base interest rate.

5.2 In the event of default in payment as well as in the event of justified doubts about the solvency or creditworthiness of the customer, we are entitled, without prejudice to our other rights, to demand advance payment for deliveries not yet carried out and to declare all claims under the business agreement due immediately. Our delivery shall be suspended as long as the customer is in default with a due payment.

5.3 The customer is only entitled to retain payments due to undisputed or legally established counterclaims. The customer is only entitled to offset payments against undisputed or legally established counterclaims.

5.4 We are entitled to offsetting and retention rights to the full extent permitted by law.

6. Transfer of risk, notification of defects

6.1 The risk shall pass to the customer at the latest upon dispatch of the goods (or handover to the customer for loading onto the customer’s vehicles in the case of self-collection), even if partial deliveries are made or we have assumed other services in individual cases, for example the shipping costs or delivery or distribution on site.

6.2 If dispatch is delayed at the request of the customer or as a result of circumstances for which the customer is responsible, the risk shall pass to the customer from the day of notification of readiness for dispatch by us.

6.3 The statutory obligations to inspect and give notice of defects (§ 377 HGB) exist without restriction. If the customer fails to inspect the goods immediately in accordance with § 377 HGB or to give immediate notice of a defect, the goods shall be deemed to have been approved and the customer can no longer assert any rights due to the defect or a short delivery. If we negotiate with the customer about a complaint raised by the customer, this does not constitute a tacit acceptance of the complaint without an express reference. The same applies to a willingness to remedy the defect (or in the event of an actual remedy) that may be declared by us. Notices of defects must be made in writing.

7. Warranty

7.1 We do not assume any independent guarantee that goes beyond the statutory warranty or exists in addition to it. The only exception to this is if this has been expressly agreed. We shall be liable for any defects in the delivery to the exclusion of further claims as follows:

7.2 Claims for defects do not exist in the event of only insignificant deviations from the agreed or – in the absence of an agreement – from the usual quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials or that occurs due to special external influences that are not assumed under the contract, as well as in the event of non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work on the goods or the packaging, there shall also be no claims for defects for these and the resulting consequences.

7.3 All delivered goods that have a defect shall be repaired or replaced free of charge at our discretion, provided and to the extent that the cause of the defect already existed at the time of the transfer of risk (subsequent performance).

7.4 In the event of a justified notice of defect, the customer must give us the opportunity to provide subsequent performance within a reasonable period.

7.5 If the subsequent performance has failed or is unreasonable for the customer (§ 440 BGB) or is dispensable because

a) the subsequent performance is finally rejected by the supplier,

b) the subsequent performance was not effected by a contractually specified date or within a specified period and the customer has tied the continued existence of his interest in performance to the timeliness of the performance in the contract or

c) special circumstances exist which, after weighing the mutual interests, justify immediate withdrawal (§ 323 para. 2 BGB), the customer shall immediately have the right to reduce the purchase price or, at his option, to withdraw from the contract and (if applicable also additionally) to demand damages in lieu of performance or reimbursement of futile expenses.

7.6 We shall bear the expenses required for the purpose of subsequent performance, in particular transport, travel, labor and material costs. This does not apply if the expenses increase because the item has been taken to a place other than the place of destination of the deliveries after the deliveries, unless the taking corresponds to the intended use of the item.

7.7 If the customer accepts a defective delivery, although he is aware of the defect, he shall only be entitled to the claims and rights due to the defect if he reserves these upon acceptance.

7.8 The statements made in brochures, advertising materials, descriptions, etc. about dimensions, weights, performance, etc. are approximate information and not quality specifications. They do not constitute a guarantee of quality or durability. We reserve the right to deviations to an extent that is reasonable for the customer. This also applies to changes in the recipe or technology during production.

7.9 Claims for subsequent performance shall become statute-barred one year from the start of the statutory limitation period. The same applies to withdrawal and reduction as well as damages. The period shall not apply insofar as the law prescribes mandatory longer periods in accordance with §§ 438 para. 1 no. 2 (buildings and items for buildings), 479 para. 1 (right of recourse) and 634a para. 1 no. 2 (building defects) BGB and also not in the event of intent, fraudulent concealment of the defect as well as in the event of non-compliance with a guarantee of quality and not in the event of a breach of essential contractual obligations (cardinal obligations). In these cases, the statutory limitation periods shall apply in each case. The statutory provisions on suspension of expiry, suspension and new start of the periods shall remain unaffected.

7.10 Any rights of recourse of the customer against us in accordance with § 478 BGB (recourse of the entrepreneur) shall only exist insofar as the customer has not concluded any agreements with his customer that go beyond the statutory claims for defects. For the scope of the right of recourse against us in accordance with § 478 para. 2 BGB, clauses 7.2 to 7.8, 7.10 and clause 8 (completely) of these GTC shall also apply accordingly.

7.11 Any claims for damages of the customer due to a material defect shall be governed by clause 8.

8. Exclusion of liability, limitation of liability

8.1 Any claims for damages of the customer – for whatever legal reason – are excluded. This does not apply in the event of fraudulent concealment of the defect, in the event of non-compliance with a guarantee of quality, in the event of injury to life, limb or health and/or in the event of an intentional or grossly negligent breach of duty by us or in the event of a breach of duties, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (so-called essential contractual obligations/cardinal obligations). Claims under the Product Liability Act are also not affected by this limitation of liability. This limitation of liability applies equally to breaches of duty by our organs and vicarious agents.

8.2 The claim for damages for the breach of essential contractual obligations is limited to the contractually typical, foreseeable damage, unless there is intent or gross negligence or liability is assumed for injury to life, limb or health.

8.3 The above limitations of liability apply equally to claims for reimbursement of futile expenses (§ 284 BGB). A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

9. Retention of title

9.1 We reserve title to all delivered delivery items (hereinafter referred to as “reserved goods”) until all claims, for whatever legal reason, including future or conditional claims from contracts concluded at the same time or later, have been fulfilled. This also applies if payments are made to specifically designated claims.

9.2 If there are indications that justify the assumption of the customer’s insolvency or the threat of such, we are entitled to withdraw from the contract without setting a deadline and demand the return of the reserved goods.

9.3 Processing and treatment of the reserved goods are carried out for us as manufacturer within the meaning of § 950 BGB, without obligating us. The processed goods shall be deemed reserved goods within the meaning of clause 9.1. In the event of processing, combination and mixing of the reserved goods with other goods by the customer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires due to combination or mixing, the customer hereby assigns to us the ownership rights to which he is entitled to the new stock or item to the extent of the invoice value of the reserved goods and shall hold them in safe custody for us free of charge. The resulting co-ownership rights shall be deemed reserved goods within the meaning of clause 9.1.

9.4 The customer is only entitled to resell, process or combine the reserved goods with other items or otherwise install them within the scope of proper business operations and as long as he is not in default with the purchase price payment. Any other disposal of the reserved goods is inadmissible. We must be notified immediately of any attachments or other access to the reserved goods by third parties. All intervention costs shall be borne by the customer insofar as they cannot be collected from the third party and the third-party objection has been legitimately raised. If the customer defers the purchase price to his customer, he must reserve title to the reserved goods to the same conditions under which we have reserved title to the delivery of the reserved goods. However, the customer is not obliged to also reserve title with regard to claims against his customer that will only arise in the future. Otherwise, the customer is not authorized to resell.

9.5 The customer’s claims arising from the resale of the reserved goods are hereby assigned to us. They serve as security to the same extent as the reserved goods. The customer is only entitled and authorized to resell if it is ensured that the claims to which he is entitled from this pass to us.

9.6 If the reserved goods are sold by the customer together with other goods not supplied by us at a total price, the claim arising from the sale shall be assigned in the amount of the invoice value of the respectively sold reserved goods.

9.7 If the assigned claim is included in a current account, the customer hereby assigns to us a portion of the balance including the final balance from the current account corresponding in amount to this claim.

9.8 The customer is authorized to collect the assigned claim until revoked by us. We are entitled to revoke the authorization if the customer does not properly meet his payment obligations arising from the business relationship or if circumstances become known that are likely to significantly reduce the customer’s creditworthiness. If the conditions for exercising the right of revocation are met, the customer must immediately notify us of the assigned claims and their debtors at our request, provide all information required for the collection of the claims, hand over the associated documents and notify the debtor of the assignment. We are also entitled to notify the debtor of the assignment ourselves. The customer is not authorized to assign the claims otherwise, even on the basis of our collection authorization.

9.9 If the nominal value (invoice amount of the goods or nominal amount of the claims) of the securities existing for us exceeds the secured claims as a whole by more than 10%, we are obliged to release securities of our choice to this extent at the customer’s request.

9.10 If we assert the retention of title, this shall only be deemed a withdrawal from the contract if this is expressly declared by us. The customer’s right to possess the reserved goods expires if he does not fulfill his obligations under this or another contract.

9.11 We reserve title to the delivered goods to secure all claims to which we are entitled against the customer arising from the business relationship. The retention of title also extends to the new products resulting from processing, mixing or combining our goods, whereby we are deemed to be the manufacturer. In the event of processing, combining or mixing items that do not belong to the customer, we acquire co-ownership in the ratio of the invoice value of our reserved goods to the invoice values of the other materials.

9.12 The customer hereby assigns to us all claims arising from the sale of goods subject to retention of title, in total or to the amount of our possible co-ownership share, as security. As long as the customer is willing and able to properly meet its obligations to us, it may dispose of the goods owned or co-owned by us in the ordinary course of business and collect the claims assigned to us itself. The customer may only carry out transfers of security, pledges and assignments of claims, including by way of the sale of claims, with our prior written consent. The customer must notify us immediately of any access by third parties to the goods and claims belonging to us. If the value of the securities exceeds the claims to be secured by more than 10%, we will release securities of our choice at the customer’s request. The exercise of the retention of title does not constitute a withdrawal from the contract.

10. Return of goods as a gesture of goodwill

If we take back goods at the customer’s request as a gesture of goodwill, without being legally obliged to do so, we are entitled to charge the customer a flat-rate processing fee of approximately EUR 2.00 per kilogram, but at least EUR 250.00. The goods must be returned to taste line 21 at the customer’s expense. The customer is permitted to prove that we have not incurred any expenses in this amount as a result of the return.

11. Data protection

The customer is informed and agrees that data is processed and stored by means of EDP within the scope of order processing and invoicing. The delivery note and invoice also serve as notification within the meaning of the provisions of the GDPR.

12. Applicable law, place of jurisdiction

12.1 These terms and conditions and the entire business relationship with the customer conducted under their validity shall be governed by the law of the Federal Republic of Germany. The applicability of the uniform international law of sale (UN Sales Convention) and the conflict of law rules of international private law, in particular the ROM-I Regulation, is excluded.

12.2 The place of performance for all our deliveries and services is 52159 Roetgen.

12.3 The exclusive place of jurisdiction for all legal disputes arising from the business relationship is Aachen.

12.4 Should a provision in these terms and conditions or a contractual agreement be or become invalid, this shall not affect the validity of all other provisions and agreements.

Status: 01.01.2019

General terms and conditions of purchase and payment of taste line 21 GmbH (GTC-Purchase)

Preliminary remark

We purchase goods and other items worldwide, order trades, rent or lease rooms or items, book trips, place orders for business services and make use of services of all kinds. For this purpose, we conclude various contracts (e.g. purchase agreements, contracts for work and services, service or business service agreements, rental or leasing agreements, travel agreements, brokerage agreements, insurance agreements, commission agreements, storage agreements, forwarding agreements and various mixed forms of the aforementioned types of contract).

We refer to our contractual partners (e.g. suppliers, sellers, contractors, service providers, brokers, landlords, forwarding agents) as supplier below.

Regardless of the type of contract, we refer to a contract that we have concluded with a supplier as a contract below.

1. Scope

All our orders – including future orders – and their processing shall be governed exclusively by these GTC-Purchase, unless otherwise agreed in writing. Deviating contractual or business conditions of the supplier shall not apply unless we have agreed to them in writing. This shall also apply if these have not been expressly rejected in individual cases or if we accept services with knowledge of conflicting conditions or conditions deviating from our GTC-Purchase.

2. Contract content

The content of the contract results from the written agreements between us and the supplier and these GTC-Purchase.

3. Offer documents

All property rights, copyrights and other rights to illustrations, drawings, data, calculations or other documents remain with us.

4. Delivery and service time, delivery and customs documents

4.1 The delivery and service time specified in the order or in the contract is binding. The supplier is obliged to send us an acknowledgement of receipt of the order with all essential order data, in particular the exact description of the ordered services, the order number, as well as the order and delivery date. Early services require our prior consent.

4.2 The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him which indicate that the agreed service time cannot be met.

4.3 In the event of default with the service, we are entitled to the statutory claims. In particular, we are entitled to withdraw from the contract after the fruitless expiry of a reasonable period and to demand damages in lieu of performance.

4.4 If we have agreed a contractual penalty with the supplier for a delayed service, we can initially accept the service without reservation and declare until full payment of the service that we reserve the right to demand the contractual penalty.

4.5 Incorrect or incomplete delivery or customs documents entitle us to refuse acceptance.

5. Place of performance, shipping costs and transfer of risk

5.1 Unless expressly agreed otherwise in writing, the place of performance for all services of the supplier is the respective place designated by us in the contract or in the order.

5.2 The place of performance for payment is the location of our main establishment 52159 Roetgen.

5.3 Unless expressly agreed otherwise in writing, the supplier is obliged to deliver carriage paid in accordance with Incoterms ® 2010 / ICC (DDP – Delivered Duty Paid).

5.4 The risk of accidental loss or accidental deterioration of the object of performance shall in any case be borne by the supplier until handover at the place of performance, regardless of whether the service has been agreed carriage paid or not.

6. Examination of the service, liability for defects

6.1 The supplier guarantees that the service complies in all points with the agreed quality requirements, in particular the contents of an agreed specification, our specification questionnaire or product data sheets or documents checked and approved by us. When delivering food, other goods intended for consumption, raw materials or packaging, the food law regulations in the version valid at the time of delivery must be observed. Transport must only be carried out with suitable vehicles approved for food.

6.2 If the contract concluded with the supplier is a commercial transaction within the meaning of §§ 343, 344 HGB, we are obliged to check the goods or service within a reasonable period for any quality and quantity deviations; the complaint is timely if it is received by the supplier within 6 working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.

6.3. We are entitled to the statutory claims for defects without restriction. In particular, we are entitled to demand from the supplier, at our discretion, the removal of defects or the delivery of a defect-free service. The right to withdraw from the contract and claim damages in lieu of performance remains expressly reserved.

6.4 Unless longer statutory periods apply or a deviating agreement has been made, the limitation period for our claims for defects under the law of sale is 36 months, calculated from the transfer of risk.

7. Indemnification

The supplier shall indemnify us against all claims asserted against us by our customers and which are based on a use of our products in accordance with their intended purpose or foreseeable use and which are attributable to a defect or to any other condition of the service that is not in accordance with the agreement or to a culpable breach of duty on the part of the supplier.

8. Intellectual property rights

8.1 The supplier warrants that its service or in connection with its service does not violate any rights of third parties within the Federal Republic of Germany.

8.2 If we are claimed against by a third party due to a violation by the supplier of its obligations under clause 8.1, the supplier shall indemnify us against these claims (including any costs of legal defence) upon first written request, unless it proves that it is not responsible for the infringement of intellectual property rights. We are not entitled to enter into any agreements with the third party – in particular to conclude a settlement – without the consent of the supplier.

8.3 The limitation period for our claims arising from this clause 8 is 3 years from the statutory commencement of the limitation period.

9. Invoicing, payment and prohibition of set-off

9.1 The invoice must contain all mandatory information in accordance with the statutory provisions as well as the order number and must be submitted to us separately from the delivery of goods or the service as follows: by post: taste line 21 GmbH, Zum Genagelten Stein 1, 52159 Roetgen or by e-mail: purchase@tasteline21.de

9.2 Unless otherwise agreed in writing, payment periods begin after complete service and receipt of the invoice. We have the option of paying within 30 days with a 3% discount or net within 45 days. Unless otherwise agreed in writing, payments shall be made by means of payment or in currency of our choice. Every payment is subject to invoice verification.

9.3 The supplier may only set off against undisputed claims, claims that are disputed but ready for a decision or claims that have been legally established.

10. Assignment, retention of title and right of retention

10.1 Claims of the supplier may only be assigned to third parties with our prior consent. We may make our consent dependent on the third party confirming to us that a payment to the supplier also has a debt-discharging effect. Furthermore, we will only refuse consent for an important reason. § 354a HGB remains unaffected.

10.2 We do not accept simple retention of title.

10.3 We do not accept extended retention of title.

10.4 The supplier is only entitled to assert a right of retention due to counterclaims arising from this contract.

11. Force majeure

In cases of force majeure (e.g. natural disasters, war, internal unrest, epidemics and pandemics), we may withdraw from the contract for services of the supplier not yet rendered if it is impossible or difficult for us to accept the service. If we do not withdraw, the service periods shall be extended by the duration of the hindrance.

12. Confidentiality

12.1 The supplier may not make illustrations, drawings, data, calculations and other documents that we make accessible to the supplier or that the supplier produces according to our specifications accessible to third parties. These must be returned to us immediately upon request. The supplier is further obliged to treat all business information concerning us received within the scope of the order, including the fact that the order has been placed, as confidential. This does not apply if and to the extent that the information is already known to the third party, the information is already publicly known or the supplier is legally obliged to disclose it.

12.2 The obligation to maintain confidentiality continues to exist even after the termination of the contract.

13. Other provisions

13.1 The exclusive place of jurisdiction for all legal disputes arising from the business relationship is Aachen.

13.2 In any case, the law of the Federal Republic of Germany shall apply exclusively. The application of the provisions of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) is expressly excluded.

13.3 Should a provision in these terms and conditions or a contractual agreement be or become invalid, this shall not affect the validity of all other provisions and agreements.

taste line 21 GmbH

Zum Genagelten Stein 1

52159 Roetgen

Status: 01.01.2019

Terms and conditions of sale and delivery

1. General remarks

1.1 These general terms and conditions of sale and delivery (hereinafter: GTC) apply to all our deliveries and services to companies.

1.2 They shall also apply to our future deliveries and services even if they are not explicitly agreed to again.

1.3 If the customer unconditionally accepts any service/delivery by us, this shall also constitute the customer’s acknowledgement of our GTC.

1.4 Any deviating and/or supplementary GTC of the customer shall not apply. We hereby object to these. They shall only apply if and when we have explicitly agreed to them or parts thereof.

1.5 Even the unconditional delivery and/or service performance by us does not constitute acknowledgement of the customer’s GTC that deviate from or supplement these GTC.

2. Offer and conclusion of contract, right of representation

Our offers are subject to alteration and non-binding. Declarations of acceptance and all orders require our explicit confirmation to become legally effective. The same applies to supplements, changes or collateral agreements. All details regarding measurements, weights or other technical data are only binding if and when we explicitly designate them as binding.

3. Prices

3.1 The prices stated in our order confirmation shall apply plus any statutory value added tax. In the absence of an explicit, deviating agreement, our prices valid on the day of delivery shall be decisive.

3.2 Unless explicitly agreed otherwise, prices include normal packaging from our warehouse, exclusive of shipping costs, which must be borne by the customer, unless explicitly agreed otherwise. Special packaging shall be charged separately or provided on a rental basis for a fee. This must be returned to us carriage paid in an orderly condition no later than three months from the invoice date.

3.3 All taxes, customs duties, fees, etc. incurred due to delivery outside of Germany shall be borne by the customer unless something else has been agreed separately.

4. Shipping, delivery

4.1 Regardless of the warehouse from which the delivery is made, 52159 Roetgen is the place of performance for our deliveries. Shipping is carried out at the customer’s risk. The shipping type and route shall be chosen by us. If additional costs are incurred due to explicitly agreed customer requirements, these shall be borne by the customer.

4.2 Partial deliveries are permitted provided that they are reasonable for the customer.

4.3 Delivery dates are only binding if they have been explicitly agreed. Delivery dates are met if the delivery item has left the works by the time the date has expired or we have given the notice of the shipment being ready.

4.4 Compliance with agreed deadlines for deliveries/services requires the timely receipt of all documents provided by the customer, all necessary permits and releases, notably plans, as well as compliance with the agreed terms of payment (e.g. advance payment, deposits) and other obligations by the customer. If these requirements are not fulfilled in time, the agreed delivery and performance periods shall be extended appropriately; this shall not apply if we are responsible for the delay.

4.5 If non-compliance with agreed deadlines is due to force majeure, e.g. mobilisation, war, riots or similar events, e.g. strike, lockout, overriding emergency measures (epidemics), the agreed deadlines shall be extended accordingly. The same shall apply in the event that we ourselves have not been supplied on time or properly (in the case of agreed delivery dates, the following applies: subject to timely delivery by others to us).

5. Payment, due date interest, default, offsetting and retention

5.1 Our invoices are due for payment without deductions within the agreed deadlines from the invoice date; without explicit agreement of a deadline, immediately after receipt of the invoice. We are entitled to charge interest at 5% from the due date; we reserve the right to assert additional claims. We are entitled to charge interest at a rate of nine percentage points above the respective base interest rate from the date of default.

5. 2 In the event of default on payment as well as in the event of justified doubts regarding the customer’s ability to pay or creditworthiness, we shall be entitled, regardless of our other rights, to demand advance payment for any outstanding deliveries and to make all claims under the business agreement due immediately. Our delivery shall be suspended as long as the customer is in default with a due payment.

5.3 The customer is only entitled to withhold payments due to undisputed counterclaims or those determined by a court of law. The customer is only entitled to offset payments against undisputed counterclaims or those determined by a court of law.

5.4 We shall be entitled to offset and retention rights without limitation to the extent permitted by law.

6. Transfer of risk, notification of defects

6.1 Risk shall pass to the customer at the latest when the goods are dispatched (or handed over to the customer for loading onto the customer’s vehicles in the case of self-collection), even if partial deliveries are made or we have provided other services in individual cases, for example, the shipping costs or transport or distribution on site.

6.2 If shipping is delayed at the request of the customer or as a result of circumstances for which the customer is responsible, the risk shall pass to the customer on the day on which we notify the customer that the goods are ready for shipping.

6.3 The statutory obligations to examine and notify of any defects (Section 377 German Commercial Code – HGB) are in place without limitation. If the customer fails to immediately examine the goods in accordance with Section 377 HGB or fails to immediately notify a defect, the goods shall be deemed to be approved and the customer can no longer assert any rights based on the defect or an incomplete delivery. If we negotiate with the customer regarding a complaint made by the customer, this shall not constitute implicit acceptance of the defect without explicit notification. The same shall apply to any willingness on our part to rectify the defect (or in the case of actual subsequent rectification) that we may have declared. Defect notifications must be made in writing.

7. Guarantee

7.1 We do not assume any independent guarantee beyond the statutory guarantee or in addition to the existing one. Exceptions shall only apply if they have been explicitly agreed. We shall be liable for any defects in the delivery under the exclusion of further claims as follows:

7.2 There shall be no claims based on defects in the event of negligible deviations from the agreed quality or – in the absence of an agreement – from the usual quality, in the event of only negligible impairment of the usability, in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment or due to particular external influences not anticipated under the contract, or in the event of non-reproducible software errors. If the customer or third parties make incorrect changes or repairs to the goods or the packaging, no claims for defects shall exist for these and the resulting consequences.

7.3 All goods delivered that have a defect shall be repaired or replaced free of charge at our discretion, if and to the extent that the cause of the defect was already present at the time of the transfer of risk (subsequent performance).

7.4 In the event of a justified notification of defects, the customer shall grant us the opportunity to provide subsequent performance within a reasonable period of time.

7.5 If the supplementary performance fails or is unreasonable for the customer (Section 440 German Civil Code – BGB) or unnecessary because

a) the subsequent performance is definitively rejected by the supplier,

b) the subsequent performance has not been done on a contractually agreed date or within a certain period of time and in the contract, the customer has bound the continuance of its interest in performance to the timely delivery of performance, o

c) special circumstances exist that justify the immediate withdrawal taking both parties’ mutual interests into consideration (Section 323 Para. 2 BGB); the customer is then immediately entitled to choose to either reduce the purchase price or to withdraw from the contract and to demand (if necessary, also supplementary) compensation instead of performance or compensation for futile expenses.

7.6 We shall bear the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs. This shall not apply if the expenses increase because the item has been taken to a place other than the destination of the deliveries after the deliveries have been made, unless this transfer is in accordance with the intended use of the item.

7.7 If the customer accepts a defective delivery even though it is aware of the defect, it shall only be entitled to claims and rights based on the defect if it reserves these rights upon acceptance.

7.8 The statements made in brochures, advertising material, descriptions, etc. regarding measurements, weights, performance, etc. are approximations and not indications of quality. They do not constitute a guarantee of quality or durability. We reserve the right to deviations to an extent reasonable for the customer. This also applies to formulations or technological changes during production.

7.9 Claims to subsequent performance shall become time-barred one year after the statutory start of the limitation period. The same applies to withdrawal and reduction as well as compensation. The period shall not apply if the law according to Sections 438 Para. 1 No. 2 (buildings and things used for buildings), 479 Para. 1 (recourse claims) and 634a Para. 1 No. 2 (building defects) German Civil Code (BGB) prescribes mandatory longer periods and also not in the event of intent, fraudulent concealment of the defect as well as non-compliance with a quality guarantee and not in the event of a breach of essential contractual obligations (cardinal obligations). In that case, the legal statutes of limitation shall apply. The statutory provisions on suspension of the statute of limitations, suspension and restart of the periods remain unaffected.

7.10 Any recourse claims made by the customer against us in accordance with Section 478 BGB (recourse of the entrepreneur) shall only exist if the customer has not made any agreements with its own customer that go beyond the statutory claims for defects. Sections 7.2 to 7.8, 7.10 and Section 8 (in full) of these GTC shall also apply accordingly for the scope of the recourse claims against us according to Section 478 Para. 2 BGB.

7.11 Any claims for damages by the customer due to a material defect are based on Section 8.

8. Exclusion and limitation of liability

8.1 Any claims for damages made by the customer – regardless of the legal basis – are excluded. This shall not apply in the event of fraudulent concealment of the defect, failure to comply with a quality guarantee, injury to life, body or health and/or in the event of an intentional or grossly negligent breach of duty by us or in the event of a breach of duty the fulfilment of which is essential for the proper performance of the contract and compliance with which the customer may usually rely upon (“essential contractual obligations/cardinal obligations”). Claims according to the German Product Liability Act are also not affected by this limitation of liability. This limitation of liability shall apply equally to breaches of duty by our institutions and vicarious agents.

8.2 The claim for damages for the breach of essential contractual duties is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, body or health.

8.3 The aforementioned limitations of liability shall apply equally to claims for compensation for futile expenses (Section 284 BGB). A change in the burden of proof to the disadvantage of the customer is not associated with the aforementioned provisions.

9. Reservation of title

9.1 We shall retain the title to all delivered goods (hereinafter: “reserved goods”) until all claims, regardless of their legal basis, including future or conditional claims arising from contracts concluded at the same time or at a later date, have been fulfilled. This shall also apply if payments are made on specially designated claims.

9.2 If there are indications that justify the assumption of the customer’s inability to pay or the threat of such inability, we shall be entitled to withdraw from the contract without setting a deadline and to demand the return of the reserved goods.

9.3 Processing the reserved goods shall be carried out for us as manufacturer within the meaning of Section 950 BGB without any obligation on our part. The processed goods shall be regarded as reserved goods within the meaning of Section 9.1. In the event that the customer processes, combines and mixes the reserved goods with other goods, we shall be entitled to co-ownership of the new item proportionate to the ratio of the value of the invoice for the reserved goods to the value of the invoice of the other goods used. If our ownership expires due to combining or mixing, the customer shall hereby assign its ownership rights to the new stock or item to the extent of the invoice value of the reserved goods to us and shall keep them safe for us free of charge. The resulting co-ownership rights shall be deemed as reserved goods within the meaning of Section 9.1.

9.4 The customer shall only be entitled to resell, process or combine or otherwise integrate the reserved goods with other items within the scope of proper business operations and as long as it is not in default with the payment of the purchase price. Any other provision of the reserved goods is not permitted. We must be notified immediately of any seizure or other access to the reserved goods by third parties. All intervention costs shall be borne by the customer if they cannot be collected from the third party and the third-party proceedings have been justifiably filed. If the customer defers the purchase price to its customer, it must reserve ownership of the reserved goods with respect to the customer under the same conditions under which we have reserved ownership of the delivery of the reserved goods. However, the customer is not obliged to reserve the ownership with regard to the claims against its customer that will only arise in the future. Otherwise, the customer is not authorised to resell the goods.

9.5 The customer’s claims from the resale of the reserved goods are hereby already assigned to us. They serve as security to the same extent as the reserved goods. The customer shall only be entitled and authorised to resell the goods if it is ensured that the claims to which it is entitled as a result thereof are transferred to us.

9.6 If the reserved goods are sold by the customer together with other goods not supplied by us at a total price, the assignment of the claim from the sale shall be to the amount of the invoice value of the reserved goods sold in each case.

9.7 If the assigned claim is included in an open account, the customer hereby assigns us a part of the balance corresponding to the amount of this claim, including the final balance from the open account.

9.8 Until revocation by us, the customer is authorised to collect the assigned claim. We shall be entitled to revoke this authorisation if the customer does not properly fulfil its payment from the business relationship or if we become aware of circumstances that are likely to considerably reduce the customer’s creditworthiness. If the conditions for exercising the right of revocation are met, the customer must, at our request, immediately disclose the assigned claims and their debtors, provide all information necessary for the collection of the claims, hand over the relevant documents and notify the debtor of the assignment. We are also entitled to notify the debtor of the assignment. The customer is not authorised to assign the claims in any other way, not even based on our collection authorisation.

9.9 If the nominal value (invoice amount of the goods or face value of the claim rights) of the securities that exist for us exceeds the secured claims by a total of more than 10%, we are obliged to release securities of our choice at the customer’s request.

9.10 If we assert the reservation of title, this shall only be considered as withdrawal from the contract if this is explicitly declared by us. The customer’s right to own the reserved goods shall expire if it does not fulfil its obligations under this or any other contract.

9.11 We shall retain title to the delivered goods as security for all claims against the customer to which we are entitled from the business relationship. The retention of title also covers the full value of the new products created by processing, mixing or combining our goods, whereby we shall be regarded as the manufacturer. If our goods are processed, combined or mixed with items that do not belong to the customer, we shall acquire co-ownership proportionate to the ratio of the value of the invoice for the reserved goods to the value of the invoice for the other materials.

9.12 The customer hereby assigns us all claims from the sale of the reserved goods in total or to the amount of our possible co-ownership share as security. As long as the customer is willing and able to properly fulfil its obligations to us, it may dispose of the goods we own or co-own in the ordinary course of business and collect the claims assigned to us itself. The customer may only transfer ownership by way of security, pledges and assign claims, including by way of the sale of claims, with our prior written consent. The customer must inform us immediately of any access by third parties to the goods and claims belonging to us. In the event the value of the securities exceeds the claims to be secured by more than 10%, we shall release securities of our choice at the customer’s request. Exercising reservation of title does not mean withdrawal from the contract.

10. Taking back goods as a gesture of goodwill

If we take back goods at the customer’s request as a gesture of goodwill without being legally obliged to do so, we shall be entitled to charge the customer a flat-rate processing fee of approximately EUR 2.00 per kilogram, but at least EUR 250.00. The goods must be returned to taste line 21 at the customer’s expense. The customer shall be permitted to provide evidence that we have not incurred any expenses in this amount as a result of the return.

11. Data privacy

The customer has been informed and has given consent that account data is processed and stored by data processing systems within the context of order processing. The delivery note and invoice apply simultaneously as notifications within the meaning of the provisions of the GDPR.

12. Applicable law, place of jurisdiction

12.1 The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire business relationship with the customer carried out within their scope. The applicability of the uniform international sales law (UN Convention on Contracts for the International Sale of Goods) and the conflict-of-law rules of international private law, notably the Rome I Regulation, is excluded.

12.2 The place of performance for all our deliveries and services is 52159 Roetgen.

12.3 The exclusive place of jurisdiction for all legal disputes arising from the business relationship is Aachen.

12.4 If a provision in these terms and conditions or a contractual agreement is or becomes invalid, the validity of all other provisions and agreements shall not be affected.

Last updated: January 1, 2019