General Terms and Conditions

of gb-foods GmbH with its Registered Office in Schillingsfürst
As of July 2022

1. Scope of application
1.1. Our General Terms and Conditions apply only to entrepreneurs, legal entities
under public law, and special funds under public law.
1.2. Our General Terms and Conditions apply exclusively. Deviating terms and
conditions of the buyer will not be recognised unless we have expressly
agreed in writing to the validity of the deviating terms and conditions of the
buyer. Our General Terms and Conditions also apply if we carry out the
delivery to the buyer without reservation in the knowledge that the buyer’s
terms and conditions conflict with or deviate from our General Terms and
1.3. Our General Terms and Conditions also apply to all future transactions with
the buyer, even if no express reference is made to them.

2. Offers, scope of delivery
2.1. Our offers are subject to change without notice until acceptance of the order,
unless expressly agreed otherwise.
2.2. Any order placed by the buyer is a binding offer. We can accept this offer
within two weeks at our discretion by sending the contract or by sending the
ordered goods to the buyer within this period.
2.3. There is a delivery quantity tolerance of +/- 10% of the ordered quantity. In this
case, the price will be adjusted in accordance with the excess or short
2.4. If call-off orders have been agreed, the entire call-off quantity must be
accepted in full within the agreed period. If no period has been expressly
agreed, a period of no more than one month from the date of conclusion of the
contract will be deemed to be the call-off period, unless otherwise expressly

3. Prices and terms of payment
3.1. Unless otherwise stated in the respective contract, our prices will be from our
warehouse and exclusive of the statutory value added tax (“VAT”) applicable
at the time.
3.2. All prices are exclusive of packaging and shipping costs; these will be invoiced
separately unless expressly agreed otherwise.
3.3. Changes in the VAT rate will entitle us to adjust the prices in accordance with
the change in the VAT rate.
3.4. In the case of contracts with an agreed delivery period of more than four
months from the conclusion of the contract, we reserve the right to increase
the prices in accordance with the increases in labour costs or material prices
that have occurred. If the increase amounts to more than five percent of the
agreed price, the buyer has the right to terminate the contract.
3.5. Unless otherwise stipulated in the respective contract, the purchase price will
be due for payment without deduction within 10 days of the invoice date.
3.6. If the buyer is in default with payment obligations towards gb-foods GmbH, all
existing claims that we have against the buyer will become due immediately.

4. Delivery
4.1. All delivery periods are only binding if expressly confirmed by us in writing. In
the event of delays becoming apparent, we shall inform the buyer of this as
soon as possible.
4.2. The delivery period will be deemed to have been met if the goods have left our
warehouse or notification of readiness for dispatch has been given by the time
the delivery period expires.
4.3. If the delivery time is delayed due to a circumstance for which we are
responsible, the buyer may only withdraw from the contract or claim damages
for non-performance if the buyer has previously set us a reasonable period of
grace and this has expired to no avail. This does not apply if the buyer is no
longer interested in the fulfilment of the contract due to delay.
4.4. Claims for damages due to delay is limited to compensation for foreseeable
and typical damage and only arises if we are responsible for the failure to meet
the deadline. In the event of minor negligence, the claim for compensation for
damage caused by delay will be limited to 5% of the agreed order price. The
limitation of our liability does not apply in the cases of Sections 7.2 to 7.5.
4.5. In the event of delays in dispatch or necessary storage, which take place at
the request of the buyer or due to other reasons which lie with the buyer, costs
incurred or reasonable costs will be charged.
4.6. We shall not be responsible for delays due to force majeure or due to events
that make it significantly more difficult or impossible for us to perform -even if
they occur at our suppliers or subcontractors or their sub-suppliers- even in the
case of bindingly agreed deadlines and dates, unless we are responsible for
the obstacle or are already in default with our performance for another reason.
Force majeure is deemed to be all unforeseeable and unavoidable events
which are beyond our control and which could not have been avoided under
the given circumstances by reasonable and acceptable means. These include,
in particular, adverse weather conditions and natural disasters (e.g.,
earthquakes, fire, floods, storms), political unrest (e.g., wars, civil wars,
revolutions), acts of terrorism, official measures, labour disruptions caused by
political or economic conditions, embargoes, operational disruptions, strikes,
lockouts, staff shortages, quarantine measures, illnesses (e.g., epidemics or
epidemic risks, pandemics), piracy, lack of necessary raw materials and
supplies, lack of means of transportation, transport delays due to traffic
Such delays entitle us to postpone the performance for the duration of the
impediment plus a reasonable start-up period, but no longer than four months,
provided that we have notified the buyer of the delay and its expected duration
immediately after the occurrence of the impediment.
We shall be obliged to remedy any delays that have occurred, provided that
this is possible and reasonable for us at a reasonable economic cost.
In the event that the delay should last longer than four months, the buyer shall
be entitled to set us a reasonable grace period after expiry of this period and to
withdraw from the contract after unsuccessful expiry of the grace period. Also
in this case, the buyer will not be entitled to any claims for damages against
us, unless we are responsible for the impediment or are already in default with
our delivery for another reason. However, the delivery status at the time of the
withdrawal will be invoiced according to the contract prices and paid by the
buyer. If the buyer has already made any counter-performance in excess of
this, this must be reimbursed to the buyer without delay. The buyer cannot
demand compensation for any further damage or loss of profit.
We shall also be entitled to withdraw from the contract in the event that the
delay should last longer than four months. With regard to the consequences of
such a withdrawal from the contract by us, the regulations according to the
previous paragraph will apply accordingly in the event of a withdrawal by the

5. Transfer of risk, transport insurance
5.1. Unless otherwise stated in the respective contract, delivery from our
warehouse is agreed, so that the goods are dispatched for the account and at
the risk of the buyer.
5.2. The risk will pass to the buyer when the delivery item has left our warehouse
by handing over the goods to the forwarding agent, the carrier or any other
person or institution designated to carry out the shipment, even if carriage paid
delivery has been agreed.
5.3. If dispatch is delayed due to circumstances for which we are not responsible,
the risk will pass to the buyer from the day of readiness for dispatch and
notification thereof to the buyer.
5.4. If the buyer so wishes, we will cover the delivery by transport insurance. The
costs thereby incurred will be borne by the buyer.

6. Defects, warranty
6.1. For commercial purchases with merchants within the meaning of the German
Commercial Code (HGB), Section 377 HGB will apply.
6.2. The limitation period for claims for defects is 12 months.
6.3. In the event of the existence of a defect, we shall be entitled, at our discretion,
to rectify the defect or to make a subsequent delivery. If the subsequent
performance fails, the buyer will be entitled to reduce the purchase price or to
withdraw from the contract. Subsequent performance will be deemed to have
failed after the second unsuccessful attempt, unless the nature of the item or
the defect or other circumstances indicate otherwise. In the event of
subsequent performance, the buyer will bear the costs arising from the fact
that the buyer has transported the ordered goods to a place other than the
place of performance, unless the transport of the goods to a place other than
the place of performance is in accordance with the intended use of the goods.
6.4. Our warranty does not extend to damage caused to the buyer by improper
handling, natural shrinkage, moisture, strong heating, other extraordinary
weather or temperature influences, as well as insect or beetle infestation.

7. Liability
7.1. Unless otherwise agreed in these General Terms and Conditions (in particular
in the following Sections 7.2. to 7.5.), our liability for damages is excluded.
This applies, in particular, to claims for damages arising from culpa in
contrahendo, from other breaches of duty, from tortious claims for
compensation for property damage pursuant to Section 823 of the German
Civil Code (BGB) and from indirect or consequential damage, including loss of
7.2. We shall be liable for damage insofar as it is covered by the liability insurance
we have taken out. You can enquire about the amount of cover of our liability
insurance from us.
7.3. We shall be liable in accordance with the statutory provisions if we culpably
breach a material contractual obligation, compliance with which is a
prerequisite for the proper fulfilment of the contract and compliance with which
the buyer may regularly rely on (so-called cardinal obligations).
In the event of only a slightly negligent breach of a cardinal obligation, our
liability for damage, insofar as it is not covered by the liability insurance taken
out by us, will only be limited to compensation for the foreseeable damage
typical for the contract.
7.4. We shall be liable in accordance with the statutory provisions in the case of
intent and gross negligence by us, a legal representative, or one of our
vicarious agents.
7.5. Our liability under the provisions of the Product Liability Act will remain
unaffected by this Section 7. Furthermore, the exclusions or limitations of
liability pursuant to this Section 7. will not apply in the event of culpable injury
to life, limb or health or in the event of a breach of warranty by us, our legal
representative or vicarious agents.

8. Retention of title
8.1. Delivered goods will remain our property until full payment of the
remuneration. We will retain ownership of the delivered goods until all claims –
including those arising in the future- which we have against the buyer from the
business relationship have been fulfilled.
8.2. We are entitled to assert our rights arising from our retention of title -in
particular, to take back the goods delivered under retention of title- without
prior withdrawal from the respective purchase contract.
8.3. The buyer is obliged to notify us immediately of any seizure of the goods
subject to retention of title or other interventions by third parties and to inform
the pledgees of our retention of title.
8.4. The buyer may resell or process the delivered goods in the ordinary course of
business, unless the buyer has already effectively assigned the claim against
their contractual partner to a third party in advance or a prohibition of
assignment has been agreed. In order to secure the fulfilment of our claims,
the buyer hereby assigns to us as a priority all claims, including those arising
in the future, in the amount of the final invoice amount including VAT from a
resale of our goods with all ancillary rights in the amount of the value of our
goods. We hereby accept the buyer’s declarations of assignment.
8.5. If the buyer processes, combines and mixes the reserved goods with other
items, we shall be entitled to co-ownership in the new item in the ratio of the
invoice value of the reserved goods to the value of the other items. If the
combination or mixing is carried out in such a way that the buyer’s item is to be
regarded as the main item, it is agreed that the buyer will transfer co-
ownership to us on a pro rata basis. The buyer is obliged to keep our sole
ownership or co-ownership in safe custody for us free of charge.
8.6. We are obliged to release the securities to which we are entitled at the request
of the buyer insofar as the value of the securities exceeds the claims to be
secured by more than 10%.

9. Offsetting, right of retention
Offsetting by the buyer with counterclaims is excluded unless the
counterclaims are undisputed, recognised by us, have been legally
established or are ready for a decision in legal proceedings without further
taking of evidence. The assertion of a right of retention by the buyer is
excluded, unless it is based on the same contractual relationship and the
counterclaims are undisputed, recognised by us, have been legally
established or are ready for a decision in legal proceedings without further
taking of evidence.

10. Assignment of claims
10.1. We are entitled to assign our present and future claims arising from the
business relationship to AKTIVBANK AG, Stuttgarter Str. 20-22, 75179
10.2. All payments by the buyer must be made with debt-discharging effect
exclusively to AKTIVBANK AG, Stuttgarter Str. 20-22, 75179 Pforzheim,
unless the invoice states otherwise. We have also transferred property to
which we have retained the title to AKTIVBANK AG.

11. Place of performance
Unless expressly agreed otherwise, the place of performance is 91583

12. Place of jurisdiction, applicable law
12.1. If the buyer acts as a merchant within the meaning of the German Commercial
Code (HGB), the place of jurisdiction will be the registered office of gb-foods
GmbH. However, we shall also be entitled to sue the buyer at their general
place of jurisdiction.
12.2. Substantive German law applies, excluding the UN Convention on Contracts
for the International Sale of Goods and private international law.

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