CONDITIONS OF PURCHASE

The following general terms and conditions of purchaseare exclusively relevant to our business relationships with companies. Issuance of business terms, which are different than those of the contract partner, do not constitute a discrepancy to our general terms and conditions of purchase. Upon execution of the order, the contract partner acknowledges exclusive validity of our General Terms and Conditions of Purchase. These terms also apply to later additional and subsequent orders.

Both contract partners agree to keep contracts which were made as well as orders which were placed, confidential; especially agreeing not to provide any information regarding the scope and/or form of the delivered goods and objects and their composition and use, without explicit consent from the respective party, to a third party. The same obligation applies to vicarious agents and agents. This does not apply in the case of official or court information requests in cases pursuant to the Product- Safety and Liability Act.

The contract partner agrees to deliver only commercial goods which meet the respective laws and regulations of the Federal Republic of Germany and the European Union, as well as the requirements in the product specifications.

Product specifications (customer requirement specifications) shall be signed by both contract parties and shall constitute part of the contract.

The contract partner agrees to verify at their own cost through certificates, or obtained up-to-date certificates or qualified expert appraisals, the legal conformity of the product to food regulations.

The following applies for ecologically/biologically food products: the contract partner must prove that he is a registered pursuant of Section 8 Paragraph 1 lit. a and be of VO (EEC) 2092/91, subject to control procedure and upon request identify the inspection point and report of the results of the inspection visits.

The supplier must confirm, with a legally binding effect that all products delivered do not consist of GMO (genetically modified organisms), do not contain any GMO and that the products do not have to be declared as such in accordance with the current EU legislation relating to genetically modified organisms.

The packaging and shipping method of edibles/perishables must comply with Germany’s applicable food law and in particular, with the provisions of the EU Regulation 1169/2011 (Food Information Regulation -LMIV).

The contract partner is responsible that the package/product labelling corresponds with these regulations. Otherwise, any hereby arising costs to RUNGIS express GmbH shall be borne by the contract partner, as far as legally permissible.

If we are held accountable for an incomplete labeling or because of a defect in the product, due to the product labelling and the suppliers’ products, we shall be entitled to require compensation for damages to the extent to which the labeling of the products has caused damage.

As part of its liability for damages in terms of section 5, the supplier is also obligated to reimburse any expenses in accordance with §§ 683, 670 BGB and §§ 830, 840, 426 BGB, arising out of or in connection with an investigation conducted by a recall campaign initiated by us due to the damage of the suppliers products.

Unless provided otherwise in writing, the contract products shall be packed and presented as stipulated by us, always, maintaining the required declaration.

Any reproduction costs for necessary creation or changes to drawings for the packaging material shall be borne by the contract partner. Requests for changes in packaging or necessary reprints shall only be made after consultation with us.

Technical material, for example packaging material, directly in contact with the product and any non-food articles, must comply with the regulations of the European Union and the Federal Republic of Germany. The contract partner must verify this upon our request, through certificates and expert appraisals.

Furthermore, the supplier must ensure that all articles which are able to be marked as such will be provided with the appropriate GTIN (Global Trade Item Number, previously EAN). The supplier further agrees to provide us with a GTIN conversion at least 4 weeks prior to the delivery of the product.

The registration of the dual system / Green-Dot (Grüner Punkt) system and comparable systems shall take place by the contract partner.

In general, the travel and transportation temperature is the optimal storage temperature of a good, which should be strived for, in order to achieve maximal storage capability. The knowledge of the optimal temperature, depending on the good is expected. If unaware, such information can be requested from RUNGIS express GmbH. These temperatures shall not fall below nor be exceeded.

In the case of the delivery of frozen goods and ice cream the contract partner is entitled to storage, transportation and delivery without interruption of the coolchain, under the observance of valid laws and regulations -especially the observance of the minimum temperature of -18°C. Any valid concern that the good has not been sufficiently and uninterruptedly stored, shall entitle a rejection of acceptance.

The burden of proof for the uninterrupted observance of any minimum temperature, until acceptance of the good by us, lies with the contract partner, even in the case of acceptance by us. Any damages resulting from non-observance of the freezing chain shall be borne by the supplier.

If the good has been denied by us on the grounds of the above issue, the contract partner is obligated to prove, through an officially sworn expert, that he has uninterruptedly observed the minimum temperature in storage and transportation, within a week. This assessment shall be decisive; the costs of the appraisal shall be borne by the parties analogously to the application of Section 91 Act on Civil Procedure (ZPO), if necessary proportionally.

Goods which are to be delivered on pallets must be delivered on flawless, exchangeable Euro Pallets. Other pallets, such as larger or damaged pallets shall be replaced at the suppliers’ expense.

The supplier must ensure that transportation labels on the goods are in German with EAN 128.

The delivery date agreed on is a fixed date in accordance with Section 375 Commercial Code (HGB). If the observance of the fixed delivery date and/or delivery possibility is in question – regardless of an obligation for delivery on the stated date, the supplier must inform, through writing or fax, the contract partner immediately; the information is also necessary in the case of force majeure. The information regarding non-observance of the delivery date is needed for our internal arrangements, especially in regard to the other purchases, in accordance with to Section 376 HGB.

If on the side of the contract partner there are delivery cancellations or delays of the entire or partial deliveries, then we shall be entitled to invoice the contract partner a penalty in the amount of 10 % of the order amount, or as assessed by court, the part of the delivery affected by the cancellation or the delay. Any additional claims for damages shall not be affected hereby. The contract partner’s compliance is to be expected. It is the contract partner’s responsibility to prove that he is not responsible for the cancellation or delay in delivery.

The contract partner is obligated to send unopened invoices separately from delivery, to the addresses indicated by us. Our order number, article number and unit amount must be indicated. Delivery notes, freight paper or invoices must be written in German, English or French.

If no indication of our order number can be found on the delivery note, we are entitled to charge € 50,00 for each such delivery note for the additional expenditures of our administration.

Our payments shall take place within the agreed payment periods. Unless a payment period has been agreed on, payments shall take place within 30 net days . The payment period shall begin upon receiving the invoice, at the earliest and not before receiving the ordered good.

The contract partner shall provide us with the ordered goods free of any defects and defects of title. A defect is also a deviation from the specification of the good agreed on between the parties. In case of obvious defects, which can be detected without any lab inspection, we are obligated to fax the contract partner a written notice of defect within 48 hours of delivery. Saturdays, Sundays and holidays do not count in the calculation of the 48 hours. We are entitled to also report at a later date—without loosing any further rights—if such a defect has only been detected later by us, other acceptors or during food inspections and the defects were not obvious.

Complaints are also considered on time if we send the complaint to the contract partner immediately upon receiving the reclamation from a customer or a food inspection and the defect was not obvious.

Samples, taken by us, are relevant for the determination of the quality of the delivered. If they show defects then it is assumed that the entire shipment has defects. In that case we are entitled to return the entire shipment and/or assert the contractual and legal claims due to a defected shipment of goods. Limitations to liability or their exclusions by the contract partner do not apply.

It is left to the contract partner to prove that the goods or parts thereof are not defective.

If we reclaim the goods, partially or fully, refuse to accept goods or return already accepted goods, the contract partner shall be liable—regardless of the reproof—to remove all labels in case of resale and to provide us proof hereto upon request. In case of a breach of the above provision, the contract partner shall be entitled to pay a fine to us at our discretion, which the local regional court can verify.

In case of bad or non- compliance by the contract partner we shall be entitled to the legal provisions, especially in accordance with the Commercial Code (HGB) and to the Civil Code (BGB). No liability limitation or exclusions of the contract partner apply.

Food which has obvious defects upon delivery with the possibility of causing health problems or contamination of other food can be thrown away by us upon notice at the cost of the supplier. We reserve the right to pursue claims for damages.

If parties cannot agree on the existence of a defect within one week of delivery to us—with the exception of a reproval for non compliance with the minimum temperature regulation which has been regulated exclusively in Item II of these terms—then a neutral expert shall be elected as arbitrator. His judgment shall be relevant for both parties; the costs for the expert appraisal shall be borne by the parties’ prorated and analogous to the application of Section 92 ZPO.

If the contract partner does not explicitly object to our suggestion of an arbitrator, we shall be entitled to elect the arbitrator on our own. It must be an official and sworn expert or an expert employed at a governmental health office.

If the contract partner objects to our proposal then the local Chamber of Commerce responsible for RUNGIS express GmbH shall bindingly elect the expert appraiser upon request by one of both parties.

After establishing that the sample is good, the parties shall reach an agreement regarding the price in regards to the expected delivery amount. A specific description for the recipe, the sensory, and the labeling of the food (customer requirement specification) – product specification – shall take place.

The contract partner agrees to deliver to us the agreed products at the agreed prices. The agreed prices and terms also apply to re-ordering and/or call-off of goods without any particular specification. The contract partner shall not be entitled to increase his price after the closing of the contract.

The agreed prices are to include customs and taxes, without VAT and free delivery to the warehouse of our choice (including the packaging, carton declaration, and be placed on palettes).

We shall be entitled to resell goods which are under retention of title in regular business transactions.