Terms and Conditions of Sale and Delivery – TURM-Sahne GmbH

as of February 2017

1. Validity of Terms and Conditions

1.1 Our Terms and Conditions of Sale and Delivery shall apply exclusively to all our deliveries and services, including those arising from future business transactions. Supplementary or deviating terms and conditions of the customer shall only apply if they have been expressly recognized by us in writing.

1.2 These Terms and Conditions of Sale and Delivery shall be deemed accepted at the latest upon acceptance of our deliveries and services.

1.3 Our Terms and Conditions of Sale and Delivery shall only apply to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). 1 BGB.

2. Offer, Conclusion of Contract, Quality of our Goods

2.1 Our offers generally subject to change. All contracts are concluded upon receipt of our written order confirmation, at the latest upon delivery of the goods or provision of the service. Our offer, our order confirmation and these Terms and Conditions of Sale and Delivery are decisive for the content of the contract. Any agreements deviating herefrom shall always require our express written confirmation.

2.2 The agreed properties of our goods are exclusively those properties and features that are mentioned on the product packaging and in our order confirmation. Other or further properties and characteristics are only considered agreed upon if they are expressly confirmed by us in writing.

2.3 Declarations on our part regarding the quality of the goods only constitute a quality guarantee if we have expressly described them in writing as a quality guarantee.

3. Delivery, Delivery Time, Force Majeure

3.1 Unless otherwise agreed, deliveries are made ex works (EXW according to Incoterms 2000). If the goods are ready for dispatch and the dispatch or acceptance is delayed for reasons for which we are not responsible for, the risk is transferred to the customer upon receipt of notification of readiness for dispatch.

3.2 Delivery and service dates are only binding if they have been confirmed expressly. Delivery dates refer to the collection date ex works, and in the case of deliveries, the day the goods are received by the customer.

3.3 Cases of force majeure interrupt our delivery obligation for the duration and to the extent of their effect, even if we are already in default of delivery. Cases of force majeure are unforeseen circumstances and events for which we are not responsible for and which could not have been avoided with the care of a prudent businessman (e.g. labor disputes, war, fire, transport obstacles, shortage of raw materials, official measures).

3.4 If we have concluded a congruent hedging transaction with our upstream supplier in a timely manner, the delivery and service dates specified by us are subject to timely and proper delivery to ourselves. If we do not deliver on time and properly and we have informed the customer of this immediately, we are entitled to withdraw from the contract after two weeks, calculated from the delivery or service date specified to the customer, provided that we immediately reimburse the customer for any consideration paid.

3.5 For deliveries on demand, the goods must be accepted in quantities that are as evenly distributed as possible over the term, unless otherwise agreed. At the end of the agreed call-off period, we are entitled to deliver the entire remaining quantity immediately. In the event of later acceptance, we reserve the right to charge the current price.

3.6 We are entitled to make partial deliveries if these are reasonable for the customer.

3.7 The liability limitations in Section 6 also apply to any claims by the customer due to late delivery.

4. Prices and Payments

4.1 Unless otherwise expressly agreed, the prices are ex works including packaging with the exception of rental and exchange packaging and exclusive of sales tax. The customer must bear any additional costs for requested urgent or express shipping or transport insurance.

4.2 Payment must be made on the dates and conditions stated on the invoices. Unless otherwise agreed, all payments must be made in EURO.

4.3 A payment is only considered to have been made when we can finally dispose of the amount. Checks are only accepted as payment. By accepting checks, we assume no obligation whatsoever with regard to raising protests and presenting them in a timely manner. All expenses or other costs incurred when collecting checks are borne by the customer.

4.4 If it becomes apparent that our payment claims are at risk due to the customer’s inability to pay, we are entitled to make all outstanding claims from the entire business relationship with the customer due immediately, provided we have already provided our deliveries and services. This also applies if we have already accepted checks. A risk exists if information from a bank or credit agency suggests that the customer is unworthy of credit. The same applies if the customer is in default on payment of at least two invoices without being entitled to retention or offsetting. . In this case, we are also entitled to set the customer a reasonable period of time in which he must, at his discretion, either effect payment or provide security against the provision of the outstanding deliveries and services. If this period has expired without success, we can withdraw from the contract. If the customer stops paying or is over-indebted, there is no need to set a grace period.

4.5 In the event of late payment, we are entitled to demand interest of 8 percentage points above the base interest rate (Section 288 Para. 2 BGB), subject to the assertion of higher damages caused by the delay.

4.6 Offsetting by the customer is only permitted with an undisputed or legally established claim. 4.6 Offsetting by the customer is only permitted with an undisputed or legally established claim. If offsetting is not permitted, the customer has no right of retention, otherwise only with regard to claims from the same contract.

4.7 The assignment of claims against us requires our express consent.

4.8 All mutual claims arising from the business relationship will be placed in a current account to which the provisions of Sections 355 ff. of the German Commercial Code (HGB) apply. Interest is paid on the individual debt balances in the current account within the framework of Section 315 of the German Civil Code (BGB) at an interest rate to be determined by us.

5. Complaints about Defects/Warranty

5.1 Noticeable defects, incorrect deliveries and quantity deviations must be reported in writing immediately after delivery. This also applies to incorrect barcoding on the goods. Hidden defects must be reported in writing immediately after they are discovered, but at the latest within 3 working days after the defect became apparent.

5.2 A deviation from the required quality is not considered a material defect if it is insignificant The same applies to quantitative deviations from binding quantities, unless we are entitled to make partial deliveries.

5.3 If the goods are defective, the customer’s claims for damages are excluded, unless the defect is due to intentional or grossly negligent behavior on the part of us, our legal representatives or vicarious agents, was fraudulently concealed or is covered by a quality guarantee given by us, which corresponds to this Customers also have claims for damages in the event of a warranty claim as shown in the warranty certificate.

5.4 If the customer complains about defects in a justified and timely manner, we are entitled, at our discretion, to make repairs or make subsequent deliveries against return of the goods The customer can only assert his other statutory warranty rights if he has unsuccessfully set us a reasonable deadline for subsequent performance, we refuse subsequent performance, it fails or is unreasonable for the customer. Setting a deadline is not necessary in the event of a reduction, withdrawal or claim for reimbursement of expenses if the customer had to take our goods back from a consumer as a result of their defectiveness or if a consumer reduced the purchase price.

5.5 In the event of quality complaints, the relevant legal provisions applicable in the Federal Republic of Germany apply exclusively. The goods are usually examined according to the procedures specified in Section 64 LFGB or the VDLUFA method book or other scientifically recognized procedures/methods.

5.6 Before further processing or resale of goods complained about, we must be given the opportunity to examine the complaint. We must be given the opportunity to inspect the reported defects on site in their unchanged condition.

6. Limitation of Liability

6.1 In any case, we are liable without limitation for damage to life, body and health as well as under the Product Liability Act.

6.2 If essential contractual obligations (so-called cardinal obligations) are breached, our liability is generally unlimited for damages caused by intent or gross negligence; in the case of simple negligence, our liability is limited to compensation for foreseeable, contract-typical damages.

6.3 In all other cases, claims for damages against us, regardless of the legal basis (including tortious claims), are excluded unless there is an intentional or grossly negligent breach of duty by us, our legal representatives or our vicarious agents. In the event of gross negligence, our liability is limited to the foreseeable damage typical of the contract.

6.4 To the extent that our liability is excluded or limited in accordance with the above paragraphs, this also applies to the liability of our vicarious agents and vicarious agents as well as our legal representatives and senior employees.

6.5 If we have granted the customer certain rights in the event of a defect as part of a quality guarantee, such rights remain unaffected by the above liability limitations.

7. Retention of Title

7.1 The goods remain our sole property until all claims (including all current account balance claims) to which we are entitled against the customer for any legal reason now or in the future have been fulfilled.

7.2 The processing or transformation of our goods by the customer is always carried out for us as the manufacturer. If our goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of our goods to the value of the other processed item at the time of processing. The same applies to the product resulting from processing as to our goods delivered under reservation.

7.3 If our goods are inseparably mixed or combined with other goods that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of our goods to the value of the other mixed or combined item at the time of mixing or combining. If the customer’s other item is to be viewed as the main item, it is already agreed that the customer will transfer proportional co-ownership to us. We accept the share transfer. The customer stores our (joint) property for us free of charge.

7.4 The customer is entitled to process and sell the reserved goods in the normal course of business as long as he is not in default with his payment obligations to us. Pledges or collateral assignments are inadmissible. The customer hereby assigns claims from the resale of the goods (including all balance claims from the current account), insurance claims and claims against third parties due to damage, destruction, theft or loss of the goods to us as security. We accept this assignment. If we are only entitled to co-ownership of the reserved goods, the advance assignment is limited to the part of the claim that corresponds to the share of our co-ownership (based on the invoice value). If the goods are resold, the customer must reserve ownership of the reserved goods from his customers until the purchase price has been paid in full. The customer is then not entitled to resell the goods to third parties if the purchase price claim from the resale is subject to a ban on assignment.

7.5 We revocably authorize the customer to collect the claims assigned to us for their own account in their own name. This collection authorization can be revoked if the customer does not properly meet his payment obligations to us or our claims appear to be at risk due to the customer’s inability to pay. Upon request, the purchaser must inform us of the debtors of the assigned claims.

7.6 If third parties access the reserved goods, the customer will point out our ownership and notify us immediately. The customer bears our intervention costs.

7.7 The customer is entitled to demand that we release claims to the extent that the realizable value of our securities exceeds our claims to be secured by more than 10%. We select any claims that need to be released.

7.8 If the customer defaults on payment, we are entitled to temporarily demand the return of our reserved goods at the customer’s expense, even without setting a grace period – by returning them or sending them back to us – or, if necessary, to demand the assignment of the customer’s claims for return to third parties. The taking back or seizure of the reserved goods by us does not constitute a withdrawal from the contract. We are prepared to hand over the returned goods to the customer at any time against payment of the purchase price.

7.9 If, for deliveries abroad, the retention of title agreed under Section 7 does not fit into the foreign law, the provisions regarding the retention of title should be reinterpreted in such a way that it fits into the foreign law and that it comes close to the provisions made under Section 7.

8. Returns

Unless otherwise agreed, the return of delivered goods is excluded If goods are nevertheless returned, taking back the goods does not constitute acknowledgment of the cancellation of the order, the defect and the issue of a credit note, even if receipt of the goods has been acknowledged.

9. Empties and Packaging

The loaned items provided to the customer (e.g. transport containers, cans, barrels, boxes, pallets, etc.) remain our sole and unrestricted property even if a deposit is deposited. After they have been used for their intended purpose, they must be returned to us immediately in perfect condition (cleaned), freight paid; otherwise we are entitled to invoice the customer for the replacement costs. The rental packaging may not be filled with other goods or used in any other way.

10. Data Protection

We are entitled to store data relating to goods and payment transactions as well as personal data and to process them for our own evaluations.

11. Applicable Law, Place of Performance, Partial Invalidity

11.1 The contract is subject exclusively to German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and German Private International Law (IPR).

11.2 The sole place of fulfillment for our deliveries and services is the respective production site of the ordered goods, as communicated to the customer before delivery. The place of payment for the customer is Oldenburg.

11.3 Should a provision in these terms and conditions of sale and delivery or in other agreements be or become ineffective, this will not affect the effectiveness of all other provisions or agreements. The same applies in the event of a regulatory gap.

11.4 All of our previous sales and delivery conditions thereby become invalid.

11.5 TURM-Sahne GmbH does not take part in dispute resolution proceedings before a consumer arbitration board in accordance with Section 36 VSGB.

12. Place of Jurisdiction

The exclusive mutual place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Oldenburg. However, we also have the right to sue the customer at his general place of jurisdiction or before another competent court. This also applies to cross-border deliveries.