General Terms and Conditions of Purchase

of Maintal Konfitüren GmbH, Industriestr. 11, D-97437 Haßfurt

1. Scope of Application
All purchase orders and deliveries, including future deliveries, shall be governed by these terms and conditions as well as any separate contractual arrangements. Differing terms and conditions of the Seller do not apply, unless the Buyer has expressly recognised them in writing. The unconditional acceptance of deliveries or services shall not mean any recognition of the Seller's terms and conditions.

2. Offers, Purchase Orders
2.1 Offers by the Seller are to be basically submitted in text form (letter, e-mail, fax etc.).
Purchase orders shall be legally binding only if placed by the Buyer in text form. Oral or telephone purchase orders or order changes shall be subject to subsequent confirmation by the Buyer in text form. Any ambiguities in the purchase order must be clarified in text form by query from the Seller. Acceptance of and payment for any deliveries based on a purchase order that do not comply with the regulations above may be refused.
2.2 Where a purchase order is accepted, the Seller shall be obliged to confirm this in text form within a period of 3 workdays after receipt.
2.3 Where order acceptances or confirmation letters of the Seller differ from the purchase order, the Seller shall be obliged to expressly refer to this. An order acceptance differing from the purchase order shall be a new offer and shall be subject to acceptance by the Buyer in text form.

3. Prices, Payment
3.1 The prices stated in the purchase order shall be binding. Unless otherwise agreed between
the parties, all deliveries shall be subject to the Incoterms 2020 DDP (Delivery Duty Paid) Haßfurt and/or external warehouses. Changes due to subsequent increases in costs shall be excluded, irrespective of the reason, unless otherwise agreed between the parties.
3.2  To the extent that the prices are not set out in an enquiry from the Buyer, the Seller has to state them in the Seller’s offer. In this case, the contract shall materialise only upon confirmation by the Buyer in text form.
3.3 Where prices have been exceptionally agreed ex works or ex warehouse of the Seller or a third party, all costs incurred up to the time of handover to the transport company, including loading and cartage, shall be borne by the Seller.
3.4 Invoices are to be prepared as a single copy, digitally or postally, using all necessary and verifiable proofs (specifications and, if applicable, analysis reports) and with reference to the purchase order data of the Buyer; otherwise, the payment periods shall be postponed accordingly.
3.5 Unless otherwise agreed in writing, the Buyer shall pay within 14 calendar days with 2% cash discount or net after 30 calendar days. The periods shall commence upon receipt of the invoice with the necessary proofs, but not prior to full defect-free delivery or service.
3.6 The Buyer shall be entitled to the statutory rights of set-of and retention.
3.7 Payment of an invoice shall not mean waiver of any later complaint. The amount
resulting from a complaint may be deducted from subsequent payments.

4.   Delivery, Dates, Default
4.1 The Seller has to use environmentally friendly packaging materials that shall be as recyclable as possible.
4.2 Agreed delivery dates and periods shall be binding and shall be calculated from the date of the purchase order. Compliance with these shall depend on the arrival of the delivery at the point of receipt specified in the purchase order.
4.3 If the Seller acknowledges that the Seller is unable to meet the dates, the Seller has to notify the Buyer orally and by e-mail without delay, stating the reasons for and the probable delay, and to coordinate the further action with the Buyer. Recognition of the new delivery date shall be subject to the Buyer's consent in text form and, unless otherwise agreed, shall have no influence on any occurring default. Recognition shall be given neither by the Seller's notification nor by the Buyer's silence in response to such notification.
4.4 Any advance notice of the delivery to the Buyer with delivery note must be given no later than 2 workdays before the goods are received, stating the purchase order number and batch number of the Buyer.
4.5 Early deliveries and services shall be admissible only if this has been expressly agreed upon or is recognised by the Buyer (without any entitlement to early or partial payment). Otherwise, the Buyer shall have the right to return the delivery at the Seller’s expense.
4.6 In the event of default in delivery, the Buyer shall be entitled to the legal claims. In particular, the Buyer shall be entitled to demand compensation for damages instead of performance and to withdraw from the contract after a reasonable grace period has elapsed to no avail. In case of short selling, withdrawal shall be possible even without setting a grace period.

5. Warranty, Liability
5.1 The Seller has to ensure compliance with the specifications, laws and other regulations under public law. Reservations of the Seller about the Buyer's specifications have to be communicated to the Buyer without delay. In this case, the contract may be fulfilled only after an agreement has been reached between the parties.
5.2 The Buyer shall be obliged to examine the goods from delivery for variations in quality, predominantly by random sampling, and variations in quantity. Notice of obvious defects is to be given within 5 working days. In case of negative samples, the Buyer shall be entitled to reject the entire delivery.
5.3 In the event of defects, the Buyer shall be entitled to the statutory claims for defects. In particular, the Buyer shall be entitled to demand remedy of defects or replacement delivery at the Buyer’s option. The statutory right to damages (e.g. for a covering purchase) shall remain reserved. If any recall is necessary for defects for which the Seller is responsible, the Seller has to bear the relating costs.
5.4 If the Seller fails to meet the Seller’s duty to remedy defects or to perform replacement delivery, the Buyer shall be entitled to demand compensation for damages instead of performance and to withdraw from the contract after a reasonable grace period elapsed to no avail. In case of short selling, the Buyer shall have an immediate right of withdrawal without setting a reasonable grace period.
5.5 The period of limitation for claims for defects shall be 24 months. The limitation period for latent defects shall commence from discovery of the defect. It shall be suspended during negotiations on a defect or shall begin to run again if the Seller recognises a defect.
5.6 The Buyer's right to withdraw from the contract shall also exist if the Seller suspends delivery or applies for opening of insolvency proceedings.
5.7 If the Buyer is held liable due to any faulty product based on product liability, the Buyer shall be entitled to charge the Seller for any damage incurred to the extent that the Buyer is responsible for the fault; the Seller has to indemnify the Buyer from damages claims of third parties.
5.8 The Seller has to take out own adequate insurance against the risks from product liability and to furnish a certificate of insurance upon request.

6. Retention of Title
Reservation of title regulations and declarations of the Seller beyond the simple retention of title shall not be recognised.

7. Secrecy
The Seller shall be obliged to maintain secrecy about all documents and confidential information surrendered to the Seller, unless these are generally known through no fault of the Seller’s own or are made publicly accessible. The Seller further undertakes not to make any statements towards third parties as well as the press and/or all other media about private labels and or own brand projects of the Buyer or of affiliated enterprises of the Buyer. Information may be made public or passed on to third parties by the Seller only with the express written consent of the Buyer, provided that the Buyer has obligated third parties to maintain comparable secrecy. The Seller shall be liable for any violation of contract by such third parties just as for own misconduct. The duty of confidentiality shall apply beyond the termination of the contract. It shall not expire until the information or documents have become generally known through no fault of the Seller’s own. The contractual penalty shall amount to 25% of the order value. Asserting farther-reaching claims shall remain reserved.

8. Place of Performance, Applicable Law, Place of Jurisdiction, Miscellaneous
8.1 Place of performance shall be the delivery address stated in the purchase order.
8.2 German law shall apply to the exclusion of the UN Sales Law. Place of jurisdiction shall be the court competent for the Buyer’s registered office. The Buyer shall also be entitled, at the Buyer’s option, to sue the Supplier at the Buyer’s place of general jurisdiction.
8.3 The Seller must not assign rights and obligations from the contract without the Buyer's written consent.
8.4 If any provision of these terms and conditions is ineffective in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision is then to be replaced by a legally admissible provision by which the purpose of such provision will be largely achieved.

December 2021