1 Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all deliveries and other services provided by us to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). They form an essential part of all declarations of intent, in particular contractual offers and acceptances.

1.2 These GTC apply exclusively unless individual agreements have been made. We do not recognize any contractual terms and conditions of the Customer that deviate from or supplement these Terms and Conditions. In particular, they shall not become part of the contract even if the Customer refers to its general terms and conditions in the order and we do not object to their application and carry out the delivery or service without specific reservation. The Customer’s terms and conditions shall only become part of the contract by way of exception if and to the extent that we have explicitly agreed to their application in writing.

1.3 These GTC shall also apply to all future business transactions with the Customer, even if we do not refer to the applicability of these Terms and Conditions of Sale again.

1.4 Individual agreements made with the Customer in a specific case (including collateral agreements, supplements and amendments) shall take precedence over these GTC. Such agreements must be made or confirmed in writing for evidence purposes. Subject to proof to the contrary, the contract or our written confirmation shall be decisive for the conclusion and content of such agreements.

1.5 Where these GTC require adherence to the written form, adherence to the text form within the meaning of Section 126b BGB shall also suffice. Statutory form requirements shall remain unaffected.

2 Offers, Conclusion of Contract

2.1 In case of doubt, our declarations, in particular price lists, price information and delivery information, do not constitute offers in the legal sense but are to be understood as an invitation to the Customer to submit an offer. If we make an offer pursuant to Section 145 BGB, we shall be entitled to revoke it until acceptance of the contract by the Customer (excluding binding effect pursuant to Section 145, second half-sentence, BGB). This shall also apply if the offer specifies a deadline for acceptance, unless a binding effect until expiry of the acceptance period has been explicitly declared.

2.2 Orders placed by the Customer that constitute offers pursuant to Section 145 BGB shall be binding for the period stated in the offer. If no binding period is specified, the Customer shall, in case of doubt, be bound by offers for 14 days.

2.3 In the case of an order placed by the Customer, the contract shall only come into effect once we have confirmed the Customer’s order in writing or delivered the goods. The Customer waives receipt of our declaration of acceptance.

2.4 All agreements between us and the Customer must be recorded in text form.

2.5 Cost estimates, sketches, drawings, illustrations, specifications and other documents that are not part of the scope of delivery shall remain our property, and we reserve all copyrights thereto. They must not be made accessible to third parties and must be returned immediately upon request.

3 Prices, Price Adjustments

3.1 Unless prices are stated in our contractual declaration or confirmation, our prices according to the respective current price list shall apply. All prices are in Euro plus the applicable statutory VAT and, unless otherwise agreed, apply “ex works” Am Altenwerder Kirchtal 6, 21129 Hamburg, Germany (EXW Incoterms 2020), i.e. excluding packaging, loading, insurance, customs duties and other charges payable on the goods, transport costs and VAT.

3.2 Reusable packaging and reusable pallets must be returned to us. Return usually takes place by exchange. If this does not occur, they shall be charged to the Customer.

3.3 The stated prices for our delivery are based on the circumstances existing at the time of conclusion of the contract. In the event of unforeseeable and significant cost increases beyond our control, for example due to increases in freight rates, transport costs, taxes, customs duties or other public charges, currency fluctuations, price increases for raw materials or supplies, we shall be entitled — and, in the event of price reductions, obliged — to adjust the prices at our reasonable discretion. In the event of price increases exceeding 15 % of the net price, the Customer shall be entitled to withdraw from the contract.

4 Payment / Set-off

4.1 Unless otherwise agreed, the purchase price shall be due for payment upon delivery. Deductions, such as discounts, are not permitted unless explicitly agreed otherwise.

4.2 The Customer shall automatically be in default if the relevant amount receivable is not paid within the agreed payment period or within the payment period stated in the invoice. If no payment period is specified, the Customer shall be in default if the invoice amount has not been credited to our account within 14 days after the due date. The receipt of payment by us shall be decisive. Earlier default in accordance with the statutory provisions, in particular by reminder, shall remain unaffected.

4.3 During default in payment, the Customer shall be obliged to compensate default interest and a lump-sum compensation for damages in accordance with the statutory provisions as minimum damage. We reserve the right to assert further damages. Our claim against merchants for commercial maturity interest pursuant to Section 353 of the German Commercial Code (HGB) shall remain unaffected.

4.4 If the Customer falls into default in payment or if, after conclusion of the contract, circumstances become known to us that give rise to doubts about the Customer’s creditworthiness, for example default in payment by the Customer regarding other claims arising from the business relationship, suspension of payments by the Customer or non-redemption of cheques issued by the Customer, we reserve the right to revoke all deferral agreements and granted payment terms, including with regard to all other outstanding claims arising from the business relationship, and to declare the claims immediately due, even if we have accepted cheques.

4.5 The Customer shall only be entitled to rights of set-off and retention if its counterclaims have been legally established, are undisputed or have been acknowledged. This restriction shall not apply to the Customer’s counter-rights based on defects in the goods. Section 320 BGB shall remain unaffected.

5 Delivery Time, Delivery, Transfer of Risk

5.1 Binding delivery periods must be agreed in writing. Delivery dates or periods stated by the Customer shall only be binding if they have been confirmed by us in writing.

5.2 The start of all periods applicable to us shall also be subject to the timely fulfilment of all required acts of cooperation, in particular the timely receipt of all required information, as well as compliance by the Customer with the agreed payment terms. If duties of cooperation are not fulfilled in good time, delivery periods shall not begin to run or shall be extended appropriately. Delivery dates refer to the dispatch date of the goods or, in the case of delivery ex works, notification that the goods are ready for collection.

5.3 If we are obliged to perform in advance, we reserve the right to make delivery dependent on securities or advance payment if, after conclusion of the contract, circumstances become known that give rise to doubts about the Customer’s solvency. We shall be entitled to set the Customer a reasonable deadline for payment or provision of security. If the Customer does not comply with the request within this deadline, we shall be entitled to withdraw from the contract.

5.4 We shall not be liable for non-deliveries or delays in delivery if these are due to force majeure or another impediment outside our sphere of influence and we could not reasonably have been expected to take the impediment into account or to avoid or overcome the impediment or its consequences. This applies, for example, in the case of acts of war, terrorist acts, natural events, operational, transport and traffic disruptions (for example non-culpable delays at sea due to weather, delays at ports, route closures, etc.) failure of supplies and raw material deliveries, strikes, lawful lockouts, official orders, mass illnesses, epidemics and pandemics, production disruptions including machine breakdown and labour shortages. In such cases, we shall inform the Customer of the impediment and its effects. If such an event makes delivery or performance significantly more difficult or impossible for us and the impediment is not merely temporary, both parties shall be entitled to withdraw from the contract. In the case of temporary impediments, our delivery or performance periods shall be extended, or our delivery or performance dates postponed, by the period of the impediment plus a reasonable starting period. Each party shall be entitled to withdraw from the contract if the resulting delay exceeds a period of six weeks or if, as a result of the delay before expiry of this period, it can no longer reasonably be expected to adhere to the contract, with the consequence that advance payments made shall be refunded. Other claims, in particular claims for damages, shall not exist.

5.5 Delivery shall be subject to timely and proper self-supply by our suppliers. We do not assume any procurement risk. In the event of non-availability of the performance, we shall inform the Customer.

5.6 Partial deliveries shall be permitted insofar as reasonable.

5.7 If we are in delay of delivery, the Customer must give us the opportunity to deliver subsequently within a reasonable period. Any grace period set for us must generally be at least four weeks.

5.8 In the event of delayed delivery or impossibility, liability for damages shall exist only in accordance with Clause 11.

5.9 Unless otherwise agreed, we shall make the delivery available for collection ex works (EXW Incoterms 2020) at our warehouse (address : Am Altenwerder Kirchtal 6, 21129 Hamburg, Germany). The Customer shall be solely responsible, at its own expense, for transport, including loading and proper securing of the goods for transport.

5.10 If the goods are dispatched to the Customer at the Customer’s request, delivery shall always be at the Customer’s risk, even if carriage-paid delivery has been agreed. In this case, the risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon handover to the forwarding agent, carrier or other person appointed to carry out the dispatch, whereby the start of the loading process shall be decisive. This shall also apply if we undertake the transport. Handover shall be deemed equivalent if the Customer is in default of acceptance.

5.11 If the Customer wishes the goods to be insured for transport, it must notify us of this in writing. The Customer shall bear the costs of such insurance.

6 Obligations of the Customer, On-call Orders, Default of Acceptance, Customer’s Liability for Damages

6.1 If the Customer intends to distribute the goods outside the destination country of Germany, it shall be obliged to comply with all statutory and other applicable provisions in the destination country, for example regarding the required design, packaging, storage, product description, labelling, quality specifications, warnings, etc. The Customer shall be obliged to inform itself about all provisions applicable in the destination country and to proactively inform us of such requirements before concluding the contract with us. The Customer shall be liable for any damage resulting from breach of this obligation and shall indemnify us against all third-party claims arising therefrom.

6.2 The Customer shall be obliged to store and transport the goods properly and to strictly observe all instructions regarding storage, transport and use, and to inform any customers accordingly. This applies in particular to frozen goods. The Customer shall be responsible for all consequences arising therefrom and shall compensate us for any resulting damages and indemnify us against third-party claims.

6.3 The Customer shall also be obliged to perform all acts of cooperation regulated by contract, required or owed in accordance with good faith, in due time.

6.4 We shall be entitled to set the Customer a reasonable deadline for performing an act of cooperation. If the deadline expires without result, we shall be entitled to withdraw from the contract.

6.5 In the case of on-call orders, the Customer shall be obliged to make the on-call within the agreed periods. If no period is specified, we shall be entitled to set the Customer a deadline for on-call in case no on-call has been made by the Customer within three months.

6.6 If the Customer fails to perform duties of cooperation or does not perform them in accordance with the contract, does not make an agreed on-call, if the goods are dispatched or collected later than the scheduled delivery date at the Customer’s instigation or due to circumstances for which the Customer is responsible, or if the Customer is otherwise in default of acceptance, we shall be entitled to demand compensation for the resulting damages and additional expenses. During default of acceptance, we shall be entitled to charge a lump-sum compensation amounting to 0.5 % of the respective invoice amount for each completed week, but not exceeding 5 % of the respective invoice value. The Customer shall be entitled to prove that no damage or significantly lower damage has occurred. We reserve the right to prove higher damage. Further rights, in particular the right to withdraw from the contract or to claim damages in lieu of performance, shall remain unaffected. In these cases, risk shall pass to the Customer upon notification that the goods are ready for dispatch.

6.7 During default of acceptance, the goods shall be stored at the Customer’s risk. We shall not be obliged to insure them. We shall be entitled, after prior warning, to conduct a self-help sale. Beyond the statutory provisions, the self-help sale may also be carried out by private sale at daily prices without the involvement of a publicly appointed commercial broker.

6.8 If the Customer owes damages in lieu of performance and performance is not rendered, we shall be entitled to calculate our damage as a lump sum of 15 % of the purchase price, unless the Customer proves lower damage. The right to claim higher damage in accordance with the statutory provisions shall remain reserved.

7 Retention of Title

7.1 We retain title to the delivered goods until full payment of the purchase price and all other existing or, at the time of conclusion of the contract, future claims, including all balance claims from a current account, against the Customer arising from the business relationship. Title to the goods shall automatically pass to the Customer as soon as the purchase price has been paid and no further claims arising from the business relationship exist (current account reservation).

7.2 The Customer shall be entitled to sell the goods subject to retention of title in the ordinary course of business. Pledges and transfers by way of security shall only be permitted with our prior written consent. This authorization shall automatically expire if the Customer falls into default in payment, if an application for the opening of insolvency proceedings over its assets has been filed, or if it is obliged to file for the opening of insolvency proceedings. If the Customer resells the goods subject to retention of title on credit, it shall be obliged to sell the goods only against sufficient security (for example by agreeing its own retention of title, etc.).

7.3 The authorization to resell and/or process the goods shall automatically expire if the Customer falls into default in payment, including with regard to other claims arising from the business relationship, if an application for the opening of insolvency proceedings over its assets has been filed, or if it is obliged to file for the opening of insolvency proceedings.

7.4 The Customer hereby assigns to us, by way of security, its claim arising from the resale of goods subject to retention of title in the amount corresponding to our ownership or co-ownership share in the goods subject to retention of title. The assignment is also limited to the amount of the claim, including VAT, to which we are entitled against the Customer from the business relationship at the time of resale, plus a security surcharge of 20 %. The assignment shall apply irrespective of whether the goods subject to retention of title have been resold without processing or mixing, or after processing or mixing.

7.5 The Customer shall be entitled to collect the assigned claims in the ordinary course of business. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the Customer meets its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and no suspension of payments exists. We shall be entitled to demand that the Customer notifies its customers of the advance assignment. The collection authorization shall expire if the Customer does not properly meet its payment obligations arising from the business relationship, in particular if it falls into default in payment, including with regard to other claims arising from the business relationship, if an application for the opening of insolvency proceedings over its assets has been filed, or if it is obliged to file for the opening of insolvency proceedings.

7.6 Furthermore, in the event of conduct by the Customer in breach of contract, we shall be entitled to withdraw from the contract in accordance with the statutory provisions. Alternatively, provided the conditions for withdrawal are met, we shall also be entitled merely to demand the return of the goods and explicitly reserve the right to withdraw. If no such explicit reservation of withdrawal is declared, the demand for return shall be deemed a declaration of withdrawal. The same shall apply if we seize the goods subject to retention of title. The Customer shall bear the transport costs incurred for taking back the goods. We may realize goods subject to retention of title taken back by us. The proceeds of realization shall be offset against the amounts owed to us by the Customer after we have deducted a reasonable amount for the costs of realization.

7.7 Upon request, the Customer shall at any time provide us with information about the assigned claims and their debtors. If the Customer is not itself entitled to collect the claims, it shall provide us with all information and documents required for collection and support us in collecting the claims.

7.8 Any processing or transformation of the goods subject to retention of title by the Customer shall always be carried out for us as processor within the meaning of Section 950 BGB. If the goods are processed, transformed, inseparably mixed or combined with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title, invoice value including VAT, to the value of the other processed items at the time of processing, transformation, mixing or combination. If combination or mixing takes place with an item of the Customer that is to be regarded as the main item, so that the Customer acquires sole ownership, it is hereby agreed that the Customer shall transfer to us co-ownership of the final product in proportion to the value of the original materials at the time of mixing or combination. We accept the transfer of ownership. The Customer shall hold our co-ownership free of charge. The provisions applicable to goods subject to retention of title shall apply accordingly to products created by processing, mixing or combination.

7.9 The Customer shall be obliged to handle the items owned or co-owned by us with care at its own expense, to store them carefully and to insure them adequately against the usual risks, such as theft, breakage, fire and water damage, and to prove the conclusion of such insurance upon request. We may at any time demand that the Customer takes an inventory of the goods delivered by us at their respective storage location and marks the goods as being our property. Insurance claims and claims against third parties due to damage, destruction, theft or loss of the goods are hereby assigned by the Customer to us by way of security. We hereby accept this assignment.

7.10 The Customer shall notify us immediately upon becoming aware of any third-party access to the goods subject to retention of title and shall provide us with all information and documents necessary for intervention. The Customer shall be liable for the costs incurred in removing the access, in particular by bringing third-party objection proceedings, insofar as they cannot be recovered from the enforcing creditor.

7.11 Upon the Customer’s request, we undertake to release securities if the value of our securities exceeds the claims to be secured by more than 20 %. We shall be entitled to select the securities to be released.

8 Quality / Condition

8.1 Our products are intended for distribution in the destination country of Germany. We warrant that our products are free from defects in accordance with the legal provisions in the delivery country Germany. If the Customer intends to distribute the goods outside the destination country of Germany, it shall be responsible for compliance with the statutory and other applicable provisions in the destination country, for example regarding the required design, packaging, storage, transport, product description, labelling, quality specifications, warnings, etc.

8.2 Our goods are natural products. Natural variations, for example in colour and shape, shall not constitute a defect in the goods. Weight information for fresh goods refers to the weight determined at the Seller’s warehouse. The Customer shall bear the natural weight loss resulting from the nature of the goods. No claims for defects shall exist for damage occurring after the transfer of risk as a result of incorrect or negligent handling, in particular due to inadequate cooling, storage, transport or contamination.

8.3 The quality of the goods shall be determined exclusively by the explicit contractual agreements according to our order confirmation and our product descriptions. A guarantee shall only exist if it is explicitly designated as such.

9 Duties of Inspection and Notification of Defects

9.1 For all deliveries, the Customer shall be obliged to inspect incoming goods and notify any defects in accordance with the following provisions :

9.2 The goods must be inspected immediately upon acceptance or delivery for obvious defects and shortages; in the case of frozen goods, the delivery temperature must be checked. Complaints, in particular regarding the delivery temperature, must be reported to us immediately. Complaints must also be noted on the delivery documents / consignment note.

9.3 The Customer shall also inspect the goods carefully without delay, at the latest within 24 hours after receipt of the goods, insofar as this is feasible in the ordinary course of business, and shall notify us in writing of any complaints that become apparent during the inspection. If the inspection also includes laboratory analyses, defects identified in the course of such analyses must be notified to us in writing within 24 hours after completion of the analysis, with submission of the laboratory report. In any case, the goods must be inspected before any further processing or resale, and further use must be refrained from if a defect becomes apparent. Any direct delivery to third parties / place of use shall not restrict the Customer’s obligation to inspect and give notice of defects.

9.4 Hidden defects must be notified in writing without delay after their discovery, at the latest within 24 hours.

9.5 Timely dispatch of the notice of defect shall suffice for compliance with the notification period.

9.6 If the above duties of inspection and notification are not complied with, the delivery shall be deemed approved as being in accordance with the contract.

9.7 In relation to merchants, Section 377 HGB shall remain unaffected.

10 Rights in the Event of Defects

10.1 We point out that any defects must in all cases be proven by the Customer. The statutory provisions shall apply to the Customer’s rights in the event of material defects and defects of title, including incorrect delivery, short delivery and defective documentation, unless otherwise provided below. If the goods were defective at the time of transfer of risk, we shall provide warranty by way of replacement delivery. We shall be entitled to require the Customer to return the goods to us for the purpose of examining the complaint.

10.2 The Customer may only withdraw from the contract or reduce the purchase price if no attempt at subsequent performance is made within a reasonable period set for us, or if subsequent performance is impossible, refused, failed or unreasonable. Unless legitimate interests of the Customer conflict therewith, the period for subsequent performance must be at least four weeks. In case of doubt, subsequent performance shall only be deemed to have failed after the third unsuccessful attempt at subsequent performance. The Customer shall not have a right of withdrawal due to insignificant defects. In addition to the statutory requirements, the special provisions in Clause 11 shall apply to rights of withdrawal and claims for damages due to defects.

10.3 The Customer may withhold payments only to an extent that is reasonable in relation to the defects that have occurred.

10.4 Claims due to defects in the goods shall become time-barred one year after the start of the statutory limitation period. The statutory limitation periods shall apply to claims for damages arising from product liability, due to injury to life, body or health or due to breach of a material contractual obligation, as well as due to other damage based on an intentional or grossly negligent breach of duty by us or our vicarious agents, and to claims due to fraudulent concealment of a defect and recourse claims.

10.5 If it turns out that no warranty case exists, the Customer shall be obliged to compensate us for the damage incurred as a result of examining and processing the notice of defect. Work expenditure shall be charged according to our usual hourly rates. Alternatively, we shall be entitled to calculate our damage for each unjustified notice of defect as a lump sum of EUR 200.00. The Customer shall be entitled to prove that no damage or significantly lower damage has occurred.

10.6 Recourse pursuant to Sections 445a and 445b BGB is excluded if the end customer is an entrepreneur. Otherwise, Sections 445a, 445b and 478 BGB shall remain unaffected.

11 Rights of Withdrawal and Claims for Damages by the Customer

11.1 The statutory provisions shall apply to the right to withdraw from the contract, subject to the proviso that the Customer may only withdraw due to a breach of duty not consisting of a defect if we are responsible for the breach of duty.

11.2 Our liability is excluded or limited in accordance with the following provisions :

11.2.1 For damage caused by delay, our liability shall be limited to a maximum of 5 % of the value of the performance in delay.

11.2.2 We shall be liable for intent and gross negligence in accordance with the statutory provisions. In the case of simple negligence, we shall only be liable for breach of an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner may regularly rely, a so-called cardinal obligation. Otherwise, liability for damages of any kind, irrespective of the legal basis, including liability for culpa in contrahendo, shall be excluded.

11.3 Insofar as we are liable for simple negligence, our liability shall be limited to the damage whose occurrence we typically had to expect according to the circumstances known at the time of conclusion of the contract. In the case of slight negligence, there shall be no liability for indirect damage or consequential damage.

11.4 The above exclusions and limitations of liability shall not apply insofar as we have assumed a guarantee, to damage that must be compensated under the German Product Liability Act, or to injury to life, body or health.

11.5 The above exclusions and limitations of liability shall also apply in favour of our employees, vicarious agents and other third parties whom we use for the performance of the contract.

11.6 We shall not be responsible for defects in goods supplied to us unless the defect is obvious.

12 Choice of Law, Place of Performance, Place of Jurisdiction

12.1 This contract and the entire legal relationships between the parties shall be governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2 The place of performance shall be our registered office in Hamburg.

12.3 If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship shall be Hamburg. The same shall apply if the Customer is an entrepreneur within the meaning of Section 14 BGB. However, we shall in all cases also be entitled to bring an action at the Customer’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdictions, shall remain unaffected.

12.4 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

As amended by July 01, 2026