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General Terms and Conditions 

[1] GENERAL
Unless agreed otherwise, solely our Terms and Conditions of Sale and Delivery below (hereinafter Terms of Business) apply to offers, agreements and deliveries. Terms and conditions of the Buyer/Customer which differ from these or contradict them shall not be recognised. Any different terms of the Buyer/Customer shall only be recognised if we have issued a separate written confirmation of these. In addition, verbal or written purchase orders or the acceptance of delivery are also deemed to be recognition of our Terms of Business. When new product ranges/price lists appear, all previous price information ceases to be valid. We reserve the right to implement price changes during the year. Special prices that have been agreed also cease to be valid on the expiry of the calendar year, so that an enquiry in good time is recommended before these expire.

[2] OFFERS AND INFORMATION
Our offers for quantity, packaging, prices and delivery remain constantly subject to change and can be revoked up to the time at which the purchase order has been confirmed by us in writing and/or the order has been executed. Unless anything has been agreed otherwise with the Buyer, delivery periods should be regarded as approximate; delivery dates do not signify transactions to be settled on a specific delivery date. Any information, statement or declaration issued in connection with the foods or our offers, including in the form of product specifications, product requirements or similar, serves solely for information and for the description of the products, and should not be understood as an indication of the nature of the goods, assurance of a characteristic or a warranty; the Buyer can not derive any claims against us herefrom.

[3] PRICES AND PAYMENT TERMS
All prices are net prices and unless any agreement has been made to the contrary they apply ex works excluding freight and insurance costs, unless delivery carriage paid has been expressly agreed in our offers. Payment must take place net cash after receipt of goods.

Apart from this, payments must be made within the agreed time limit or, if no time limits is agreed, immediately after receipt of the invoice; if the Buyer does not pay, or does not pay in full, after having been reminded to do so after the payment has become due, or if a payment does not take place or does not take place in full within 10 days after receipt of the invoice, the Buyer shall be in default of payment. We are entitled to request interest on late payments in the amount of 8 % over the base lending rate published by the Deutsche Bundesbank and we reserve the right to assert further or greater damages in any event.

[4] DELIVERIES/SHIPMENT, PROVISO OF DELIVERY TO OURSELVES
Unless otherwise agreed, all shipments take place for account of and at the risk of the Buyer. The risk passes to the Buyer when the goods are dispatched. For free deliveries the shipment costs are invoiced. Transport insurance can be concluded at the Buyer’s wish and for his account. We may select the packaging and specify the form of shipment at our discretion unless anything has been agreed otherwise. The quantity discrepancies that are customary within the industry are permitted. We reserve the right to increase or reduce orders in the original packaging. The quantity delivered shall be invoiced.

The sale and delivery of goods is subject to our receiving compete, correct and timely delivery ourselves. The Buyer has no claims to delivery, replacement delivery or damages in the event of impossibility of performance, if the goods are lost and we are not responsible for this, or in the event of force majeure.

[5] CONDITION OF THE GOODS/WARRANTY
The Buyer must inspect the delivered goods to the appropriate extent immediately after they have been received. As part of its duties of care, the Buyer is subject to the obligation initially not to further process the load or market it after a quality defect has been identified. Defects of any kind, such as quality discrepancies, incomplete delivery or incorrect delivery must be notified to us immediately within 5 working days. Hypothetical defects must be notified by the Buyer immediately within 21 days. We reserve the right to minor discrepancies of the goods in terms of their colour and contents where these are caused by nature or by harvests, as well as minor discrepancies caused by processing, insofar as such features are not expressly assured as characteristics. As supplementary performance the Buyer is offered the delivery of goods that are free from defects. If a replacement delivery proves to be impossible, the Buyer shall have the right to withdraw from the Agreement, or by mutual agreement to demand a reduction in the price. For original imported goods, i.e. goods which are in their original imported condition, we act only as trade intermediaries. No treatment or processing respectively takes place by us after import. We are therefore unable to accept any warranty as to their freedom from foreign bodies, consistency of quality, their condition and the form of packaging, or also for concealed defects.

[6] RETENTION OF TITLE
Delivered goods remain our property until the complete fulfilment of all claims to which we are entitled from our business relationship with the Buyer which are payable, not yet payable or conditional. The payment of individual claims into a current account, and also the settlement of a balance and its recognition, shall not affect this retention of title. Insofar as a new item is created by processing, treating, mixing or blending the goods that remain subject to title, we are entitled to the ownership thereof. In the event of blending, mixing etc. with goods which do not belong to the Buyer, we are entitled to joint ownership in the ratio of the value of the goods that are subject to retention of title to the value of the other goods. The Buyer’s rights of joint ownership are hereby assigned to us in the amount of the value of the goods that are subject to retention of title. The Buyer is entitled to sell the goods that are subject to retention of title or that have been created through further processing; pledging or transfers by way of security are not permitted. The Buyer hereby assigns to us by way of precaution the claims arising from the resale or from any other legal reason (insurance, illegitimate handling) in respect of the goods that are subject to retention of title or the goods that have been further processed; if the goods that are subject to retention of title have been sold by the Buyer together with other goods not supplied by us, the assignment of the claim from such sale is deemed to be in the amount of the invoice value of the respective goods subject to retention of title that have been sold. The same applies in the case of claims from the sale of goods that have been created through further processing. At the Buyer’s request we shall release security interests of our choice insofar as their value exceeds our claims to be safeguarded by more than 20 %. Exceptions and objections to the claim for restitution to which we are entitled or the claims assigned to us are excluded. We are entitled to enter the buyer’s warehouse ourselves or through an authorised representative to appraise the goods that are subject to retention of title.

[7] LIABILITY AND EXCLUSION OF LIABILITY
All the Buyer’s claims in the event of defects of the goods, including any claims for damages and claims for the reimbursement of expenses, expire in one year starting from the delivery of the goods. In the case of any recourse action by the Buyer in accordance with Section 478 BGB [Bürgerliches Gesetzbuch – German Civil Code] we shall provide reimbursement only for the necessary and proven costs of supplementary performance which the Buyer has incurred on account of being claimed against by its customer; however such claims are excluded if the Buyer has not notified us of these properly, or has not done so in good time. All the Buyer’s contractual claims or claims that exist on the basis of other legal reasons to damages or reimbursement are excluded unless intent or gross negligence exist on our side. This exclusion of liability also applies for the personal liability of our statutory representatives and employees and other assistants. In the event that a restriction on liability or an exclusion of liability within these Terms of Business is ineffective, especially within the area of minor negligence, the liability shall be limited to the foreseeable damages typical for the Agreement. Insofar as we are liable for damages which we have not caused intentionally or through gross negligence, this shall take place solely under the cover provided by the business and product liability insurance we have concluded.

[8] MARKETING THE GOODS
If the Buyer markets goods it has acquired from us or that we have manufactured, the Buyer alone is responsible for the correct marketing of such goods in accordance with the applicable provisions of food and drugs laws or other provisions, and in particular for the legally proper advertising and claims for the goods. In this respect we are not subject to any duty of providing advice and education for the Buyer. Provided we have packed and/or labelled the product on behalf of the Buyer and/or according to the Buyer’s instructions, or the Buyer itself undertakes the labelling, for all further sales the Buyer alone shall be deemed to be the marketer of the goods and shall be subject to the relevant regulations. However, should we be claimed against by third parties, the Buyer shall indemnify us from any liability to the legally permitted extent.

[9] NULLITY CLAUSE
If individual provisions of these Terms of Business or other agreements concluded between us and the Buyer should be or become ineffective, the validity of the provisions otherwise shall remain unaffected by this; the place of the ineffective provision shall be taken by one which comes closest to the economic objectives of the Parties.

[10] PLACE OF JURISDICTION AND PLACE OF PERFORMANCE
The place of jurisdiction and place of performance for both Parties is Hamburg