General sales and delivery conditions of Teltex Food Components GmbH

§ 1 General, scope

(1) Our general sales and delivery conditions apply exclusively; we do not recognize any opposing conditions or terms and conditions of the purchaser that deviate from our sales and delivery conditions unless we expressly agreed to their validity in writing. Our sales and delivery conditions also apply if we are aware of any opposing conditions or terms and conditions of the purchaser that deviate from our sales and delivery conditions and carry out the delivery to the purchaser without reservation.

(2) All agreements between us and the purchaser for the purpose of executing this contract
are set out in writing in this contract.

(3) Our sales and delivery conditions also apply to all future transactions with
purchaser.

(4) Our sales and delivery conditions only apply to entrepreneurs within the meaning of § 14
BGB.

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§ 2 Offer, order confirmation

(1) The offers from Teltex Food Components GmbH (hereinafter: TELTEX) are freely revocable and to be understood as a request for the customer to submit a purchase offer. A contract becomes effective only through order confirmation in writing or through delivery of the ordered goods.

(2) The information regarding the products we sell and product descriptions is non-binding unless a binding assurance is expressly given. We reserve the right to change our products due to further development and improvement, provided this does not affect their value.

(3) We reserve ownership rights and copyrights regarding all documents - also in electronic form - such as: calculations, drawings, recipes, food system solutions, product sheets,process descriptions etc. that were provided to the purchaser in connection with the non-binding offers from TELTEX or theorder confirmation.,. These documents may not be made accessible to third parties unless we give the purchaser our express written consent to do so.

§ 3 Sample orders

(1) Sample products are only made available by TELTEX after an order confirmation in text form. Alternatively, TELTEX can request the purchaser to sign a non-disclosure agreement before shipping sample products.

(2) Sample products and associated information are provided to the purchaser exclusively for their own evaluation or development purposes and may only be used by the purchaser. Sample products and the associated information may under no circumstances be used by the purchaser for production purposes (except for test production within the scope of the agreed evaluations or development) or made accessible to third parties, unless we give the purchaser our express written consent to do so. Furthermore,  the purchaser is obliged to ensure that nosamples nor any other products received from TELTEX will be analyzed with the purpose to find out the details of the composition or the manufacturing process (“reverse engineering”).

(3) On all samples and associated documents - including in electronic form – provided to the purchaser we reserve the ownership rights and copyrights.

§ 4 Prices, payment conditions

(1) Unless otherwise stated in the order confirmation, our prices apply exclusive packaging, freight and packing costs; these will be invoiced separately.

(2) TELTEX reserves the right to change its prices accordingly if after conclusion of the contract cost increases occur, particularly due to changes in material prices. Upon request, we will provide corresponding proof to the purchaser. In this case, the customer can withdraw from the contract.

(3) Statutory VAT is not included in our prices.

(4) The deduction of cash discounts requires a special written agreement.

(5) Unless otherwise stated in the order confirmation, the purchase price including VAT is due without deduction immediately upon receipt of the invoice. In the case of default of payment by the purchaser, TELTEX has the right to charge default interest from the invoice date in the amount of 9% above the respective discount rate or base interest rate. If the purchaser does not pay a claim after a reminder or notice of default has been issued, TELTEX can entrust the collection of the claim to third parties. In this case, the purchaser is obliged to pay not only the total amount owed but also all reasonable judicial and extrajudicial costs, including all of the costs charged by commissioned third parties. The other legal and contractual rights of TELTEX remain unaffected by this.

(6) Each invoice must be paid individually and cannot be offset by claims from other deliveries. The purchaser is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognized by us. Moreover, he isauthorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. This also applies in the case of financial difficulties of TELTEX. In case the purchaser is in a situation of delay or default of payment of a delivery, TELTEX can withhold further deliveries against this contract or against other contracts.

(7) TELTEX is at any time entitled to assign all claims relating to the business relationship to third parties.

§ 5 Delivery and acceptance conditions, transfer of risk

(1) Estimated delivery dates are non-binding. TELTEX will make every effort to meet desired dates and deadlines as requested by the purchaser. Fixed dates require prior written confirmation from TELTEX.

(2) The start of the delivery time specified by us requires prior clarification of all technical questions and is subject to our correct and timely delivery by suppliers and manufacturer. In the case of sales, the execution of which requires a variety classification or loading order from the purchaser, TELTEX reserves a delivery period of at least two weeks. The same applies to sales based on acceptance.

(3) Compliance with our delivery obligation requires timely and proper fulfillment of the purchaser's obligations. The right to object to unfulfilled contract remains reserved.

(4) Unless a different provision has been expressly made in an individual contract, delivery is “ex works” TELTEX (INCOTERMS 2020) at the purchaser’s expense. For special deliveries - e.g. express deliveries - surcharges or, in special cases, the documentedcosts will be invoiced.

(5) If the goods are sent to the purchaser at his request, , the risk of accidental loss or damage or accidental deterioration of the goods is passed on to the purchaser the moment the shipment is sent to the purchaser, at the latest when the goods have left the factory/warehouse. This applies regardless whether the goods are dispatched from the place of performance or who bears the freight costs.

(6) When shipping by water, the purchaser recognizes the conditions of the shipping company commissioned by the seller and bears any low water surcharges.

(7) In case of default of acceptance or culpable violation of other obligations to cooperate by the purchaser,
we are entitled to claim reimbursement of any damages we incur in this respect, including eventual 
additional expenses. Further claims remain reserved.

(8) If TELTEX does not meet delivery dates, the purchaser must provide TELTEX in writing with a reasonable extensionperiod. Only after this extension period has expired is the purchaser entitled to withdraw from the contract. A withdrawal by the purchaser from the entire contract, due to partial default or partial impossibility, is only permissible if the partial service or delivery that has already been provided is demonstrably without interest for the purchaser.

(9) In the case of delays in delivery and performance or failure to fulfill contractual obligations due to force majeure and unforeseeable events (war, epidemics, pandemics, riots, interventions of higher authority, measures in the context of labor disputes, lockouts, lack of raw materials or energy and unavoidable operational or transport disruptions such as fire, power outage, flooding, hurricane, earthquake, lightning, explosion, governmental or official measures that prohibit or hamper TELTEX from fulfilling its contractual obligations, weather conditions affecting transport or even if the above-mentioned difficulties occur at TELTEX's suppliers or TELTEX is not supplied by them despite corresponding contracts that would have covered the needs arising from the purchaser's order) TELTEX is entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to partially or fully withdraw from the contract due to the part that has not yet been fulfilled. This does not mean that the contract is automatically terminated. Is TELTEX responsible for non-compliance with binding deadlines or is TELTEX in default, the purchaser is entitled in the event of damage to a flat-rate compensation for delay of 0.1% for each completed week of delay, in total, however, a maximum of up to 5% of the invoice value of the deliveries and services affected by the delay. The purchaser is at liberty to prove greater damage.

(10) We are liable in accordance with the legal provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible;; a fault
by our representatives or vicarious agents is attributable to us.

(11) TELTEX is at any time entitled to make partial deliveries and partial services, provided this is reasonable for the purchaser.

§ 6 Liability for defects

(1) Purchaser's claims for defects require that he has properly met his duties in accordance with Section 377 of the German Commercial Code (HGB) with respect to his obligations regarding the investigation and notification of complaints.

(2) The purchaser bears the risk of the transport unless TELTEX does the transport with own
vehicles.

(3) The purchaser is obliged to give TELTEX the opportunity to inspect the reported defect.

(4) In the case of a defect, TELTEX first of all may at its own discretion either remedy the defect (subsequent performance) or provide substitute products or services that are free of defects (replacement). In case of subsequent performance  we are obliged to cover all expenses necessary for the purpose of subsequent performance,
in particular transport-, travel-, labor- and material costs to the extent that these costs do not increase by the fact that the purchased item was brought to a location other than the place of performance.

(5) If subsequent performance fails, the purchaser is entitled at his own discretion to withdraw from the purchase or 
to demand a reduction.

(6) Furthermore, TELTEX is liable, except in cases of intent and gross negligence, only on the basis of the Product Liability Act, for injury to life, body or health, the culpable violation of essential contractual obligations or insofar the defect was fraudulently concealed or is based on special assurances from TELTEX.

(7) Claims for damages due to breach of essential contractual obligations are always limited to the contract-typical, foreseeable damage. However, liability for damage caused by the delivery item to legal assets of the buyer is completely excluded.

(8) Unless otherwise stipulated above, liability is excluded.

(9) The contractual and non-contractual liability of TELTEX for damages is with respect to content and amount limited to the product liability insurance it has taken out. In this respect, the coverage amounts are €1,500,000 for personal injury and €1,500,000 for property and cost damages.

(10) The limitation period for claims for defects and claims for damages due to a defect is 12 months from the transfer of risk. Warranty for used items is excluded.

(11) The limitation period in the event of delivery recourse according to §§ 478, 479 BGB remains unaffected, it 
is 5 years, counted from delivery of the defective item.

(12) The purchaser does not receive any guarantees in the legal sense. Manufacturer guarantees remain unaffected.

§ 7 Total liability

(1) Any further liability for damages other than provided for in Section 6 is - regardless of the legal nature of the asserted claim – excluded. This is especially true for claims for material damages due to negligence when concluding the contract, due to other breaches of duty or due to tortious claims for compensation for material damage in accordance with Section 823 of the German Civil Code (BGB).

(2) So far as liability for damages towards us is excluded or limited, this applies also with regard to the personal liability for damages of our managing directors, employees, workers, representatives, consultants and vicarious agents.

§ 8 Retention of title

(1) TELTEX reserves ownership of all delivery items until all outstanding receivables from the business relationship have been settled. This also applies if some or all of TELTEX's claims were included in a current account and the balance is drawn and recognized. In the case of a current account, the entire reserved goods are used to secure the balance claim. If the value of the reserved goods exceeds the value of the claims against the purchaser by more than 20%, TELTEX will release at its discretion upon request of the purchaser the collateral in the excess amount. The release declaration must be in writing.

(2) The purchaser is obliged to provide at any time written information about the inventory of the reserved goods and to treat them with care; in particular, he is obliged to adequately insure the goods against fire, water and theft damage at replacement value at his own expense.

(3) In the event of seizures or other interventions by third parties, the purchaser must immediately notify us in writing so that we can take legal action in accordance with Section 771 ZPO (German Code of Civil Procedure). Insofar the third party is not able to refund us the judicial and extrajudicial costs of a legal action in accordance with Section 771 ZPO, the purchaser is liable for the loss incurred by us.

(4) If the customer defaults on his payment obligation to TELTEX or violates an obligation arising from the agreed retention of title, TELTEX is entitled to assert its retention of title rights and to demand the return of the goods and
to collect these from the purchaser without having to withdraw from the contract. The purchaser is obliged to hand over the goods. Furthermore, TELTEX is entitled to withdraw from the contract. If the purchaser is an entrepreneur, goods will only be taken back as a precaution; this does not constitute, even in the case of subsequent approval of partial payments, a withdrawal from the contract, unless this is expressly stated. After announcing the assertion of its right to collect the reserved goods and/or the withdrawal from the contract, TELTEX is entitled to collect the reserved goods and for this purpose to enter the place of storage or use of the reserved goods. The purchaser waives the rights which would arise from the writ of unlawful interference with the possession of another.

(5) The purchaser is entitled to resell the purchased goods in the ordinary course of business; however, already now he assigns to us all claims to the amount of the final invoice amount of our claim, which accrue to him from the resale to his customers or third parties, and this regardless of whether the purchased goods were resold without or after processing. We accept the assignment. The purchaser remains entitled to collect this claim even after the assignment. This does not affect our right to collect the claim ourselves. However, we undertake not to collect the claim as long as the purchaser ulfills his payment obligations from the collected proceeds,does not default on payment and in particular as long as no application has been made to open insolvency proceedings or payment has been suspended. However, should this be the case, we can demand that the purchaser provides us with the assigned claims and their debtors as well as all information that is necessary for collection, hands over the relevant documents and notifies the debtors (third parties). of the assignment.

(6) The processing or transformation of the purchased item by the purchaser is always performed for us. If the purchased item is processed with other items that do not belong to us, so do we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount) to the other items processed at the time of processing. Regarding the items resulting from processing the same applies as to the purchased items that were delivered subject to reservation.

(7) If the purchased item is inseparably mixed with other items that do not belong to us, so do we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount) to the other mixed items at the time of mixing. In case the mixing is done in such a way that the purchaser's item is seen as the main item, it is deemed to be agreed that the purchaser transfers co-ownership to us on a pro rata basis. The purchaser safeguards the thus arisensole ownership or co-ownership for us. 

(8) We undertake to release the securities to which we are entitled at the request of the customer, as far as the realizable value of our securities exceeds the claims to be secured by more than 20%; we are entitled to select the securities to be released.

(9) In order to assert the above-mentioned retention of title rights, a prior withdrawal from the contract is not necessary unless the purchaser is a consumer.

(10) All rights existing in favor of TELTEX from the agreed security agreements, in particular those from security and reserved ownership, can be transferred to third parties.

(11) The property law effects of the retention of title on goods that are intended for export are governed by the law of the country of destination if this law in this regard contains more favorable provisions for the supplier.

§ 9 Data collection, data storage

(1) The purchaser agrees that his data that are collected as part of the order are, exclusively for the purpose of fulfilling this contract, stored, processed and passed on to third parties by TELTEX,within the scope of the provisions of the law, in particular for purposes of debt collection or outsourced debtor management.

(2) If the purchaser has given TELTEX an email address as a contact address for contractual communication, TELTEX is entitled to send, in particular, the invoice resulting from aconcluded contract between the purchaser and TELTEX to this email address. Changes to email The purchaser must immediately inform TELTEX in writing of any changes of the email address.

(3) TELTEX is not liable for any damage resulting from an increased risk of sending contract documents (including invoices) electronically by email compared to postal mail. The purchaser bears in particular the increased risk, due to storage of the electronic contractual documents and data, of access by unauthorized third parties.

§ 10 Final provisions

(1) These General Terms and Conditions are subject to the law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods.

(2) Unless otherwise stated in the order confirmation, our registered office is the place of performance and place of jurisdiction Potsdam. However, TELTEX is at its own discretion also entitled to take legal action against the purchaser at his registered office.

(3) The purchaser may only assign rights or obligations to third parties with prior permission in writing
from TELTEX.

(4) Should a provision of the General Terms and Conditions be or become wholly or partially ineffective or invalid, the effectiveness of the remaining provisions remains unaffected.