Section 1 Scope of validity

(1) The following conditions of delivery and payment apply to all shipments, services and offers made by HANNA-Feinkost AG (hereinafter referred to as “HANNA”). The HANNA general terms and conditions of business apply exclusively. The terms and conditions of customers are expressly deemed to be non-applicable, unless HANNA has agreed in written form.

(2) “Written form” within the context of legal relationships means communication in accordance with Section 126 of the BGB (German Civil Code), as well as communication by telefax or E-mail.

Section 2 Prices and payment

(1) Depending upon the agreement, prices apply ex works or free destination. What is decisive for volume calculations are the net weights indicated on original packages and number of items.

(2) The purchase-money claim is payable at the latest upon receipt of the goods and presentation of the invoices without any deductions. The purchaser shall fall into arrears should he fail to provide the purchase-money claim within the agreed payment deadlines. In the event of default as regards more than one liability the total receivables with respect to the purchaser shall immediately become due for payment. For the duration of arrears, the legal interest rates will be invoiced. The assertion of further damage caused by default remains reserved.

(3) The purchaser shall only have a right to compensation from HANNA if his counterclaims are recognised at law or by HANNA.

(4) Cheques and bills of exchange shall be used as payment. The costs of discounting and collection shall be born by the purchaser.

Section 3 Assignment

(1) HANNA is entitled to assign the claims from the business relationship. An opposing prohibition of assignment in the Purchaser‘s general terms and conditions of business is hereby expressly objected to.

Section 4 Shipment and transfer of risk

(1) The sale is made ex works Delbrück. HANNA shall be entitled to reject shipment methods that are likely to affect the cold chain.

(2) The danger of coincidental loss or coincidental deterioration of the goods is transferred to the purchaser upon handover of the goods, in the case of delivery of the goods to the customer by supply to the freight forwarder, the carrier or any other person nominated for execution of the delivery. Handover is not affected if the customer is in arrears in terms of accepting the goods. In case of deliveries free destination, the risk transfer shall take place at the purchaser’s goods-in gate.

(3) In the case of deep-frozen goods, the purchaser is obliged to observe the requirements of EU deep-frozen transport directive no. 37/2005.

Section 5 Complaints and guarantees

(1) The quality of the goods supplied by HANNA in accordance with the contract shall be in keeping with the respectively agreed product specification. Should the purchase not be based upon such a specification, HANNA shall be obliged to supply goods of an average quality that corresponds to the nature of the respective product category. If raw goods supplied by HANNA are further processed by the purchaser, it is the duty of the purchaser to ascertain whether and to what extent the goods ordered are suitable for the intended process.

(2) The purchaser shall confirm receipt of the goods, stating day and time. The purchaser is obliged to inspect the goods supplied by HANNA immediately and to advise HANNA immediately about any defects or discrepancies concerning the goods delivered. As a rule, the purchaser must inspect and accept the goods within two hours following receipt. Complaints must as a rule be communicated within 24 hours or 48 hours in the case of frozen or deep frozen goods. In as much as the defect is not discovered at the time of receipt of the goods, it must be communicated by the purchaser within 48 hours of discovery. Guarantee claims that are made by the purchaser outside the scope of this existing inspection and complaint obligation shall not be valid.

(3) Should HANNA dispute any reason for complaint, the purchaser shall be obliged to take three similar samples of the goods under complaint that must respectively represent 0.25% of the goods delivered. One of the samples shall be examined by an accredited expert at the expense of the purchaser. Both other samples shall be submitted to HANNA for the purposes of procuring a further examination and making a possible counter-claim. In this connection, the purchaser shall ensure that the samples are stored and transported under the observation of all existing temperature directives.

(4) Should there be dispute as to whether the goods supplied by HANNA as stipulated in the contract, this shall subsequently be decided by an arbitrator‘s expert opinion. Should the parties be unable to agree upon the nomination of an arbitrator, the arbitrator shall be chosen by HANNA‘s respective Chamber of Commerce and Industry.

Section 6 Liability

(1) HANNA accepts full liability within the letter of the law for any loss of life, limb or damage to health that is caused by malicious or gross negligence caused by one or more of its legal representatives, employees or vicarious agents. HANNA shall otherwise only accept damages in as much as they concern malicious or gross negligence on the part of HANNA.

(2) Should the purchaser suffer purely financial damages in such a case listed under Section 6 subsection 1 sentence 1 the damages claim of the purchaser shall be limited to foreseeable damages consistent with the contract.

(3) The liability exclusion does not apply to claims made by the purchaser in accordance with German product liability law.

Section 7 Securities

(1) HANNA reserves title of the goods until the complete settlement of all accounts receivable arising from the supply contract. In the case of actions by the purchaser in breach of the contract, in particular as payment arrears, HANNA shall be entitled to withdraw from the contract after a reasonable period and demand the return of the goods. HANNA shall be entitled to dispose of the goods and any profit made from the disposal of the goods shall be chargeable against the accounts receivable of the purchaser less the reasonable costs of disposal.

(2) The purchaser shall be entitled to sell on the goods within the course of normal business and shall assign at this stage all accounts receivable to HANNA in the amount billed for the further sale to other purchasers or third parties irrespective of whether the goods have been sold prior to or following any further processing. Should there be a current account relationship between HANNA and the purchaser under Section 355 HGB [Handelsgesetzbuch – the German Commercial Code] advance assignment shall apply to the recognized balance. The purchaser shall also bear responsibility for the recovery of this obligation after assignment.

(3) The processing of the purchased item by the purchaser shall always be undertaken for HANNA. Should the purchased item be processed using other items not belonging to HANNA or linked in another way, HANNA shall thus acquire joint ownership of the new item in the proportion of the value of the purchased item to the other processed items at the time of processing. Should the purchased item be mixed with other items not belonging to HANNA, HANNA shall thus acquire joint ownership of the new item in the proportion of the value of the purchased item to the other mixed item at the point of mixing. Should the purchaser‘s item be deemed to be a main item they shall transfer joint ownership to HANNA on a pro rata basis.

(4) Rescission of the contract is not necessary to assert retention of title unless the purchaser is a consumer.

(5) Claims by the purchaser from damage or loss of the goods owned by HANNA shall be assigned to HANNA as security. In as much as the goods are insured, the purchaser assigns any claims made to the insurer to HANNA. At the request of HANNA, the purchaser shall hand over all documentation that is required to make an insurance claim, in particular insurance policies.

(6) The purchaser shall inform HANNA immediately of any compulsory execution orders made concerning the goods of which HANNA has partial or full title.

Section 8 Final conditions

(1) German law shall exclusively apply to all legal relationships between HANNA and the purchaser to the exclusion of United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction is D-33129 Delbrück.

Status 07 / 2018

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