General terms and conditions of business

1. Scope

The company vitafill GmbH (seller) is only willing to conclude a contract on the basis of these general terms and conditions, which are printed in German. We reject the applicability of other terms and conditions, in particular to the extent that they conflict with or deviate from the terms and conditions of vitafill GmbH; such general terms and conditions are not binding for vitafill GmbH.

For all deliveries, including those from future business transactions, the conditions of the company vitafill GmbH are exclusively decisive.

2. Offer and conclusion of contract

Offers from vitafill GmbH are always non-binding unless they are limited. Orders are considered accepted when they have been confirmed in writing by the seller. The written confirmation of the company vitafill GmbH is exclusively decisive for the content of the contractual relationship. Samples are considered type samples, the characteristics of the sample are not guaranteed. The employees of the company vitafill GmbH are not authorized to make verbal side agreements or to give verbal assurances that go beyond the content of the written contract.

3. Delivery

Unless otherwise agreed in writing, delivery is made within the agreed delivery time from our distribution warehouse (place of performance). Circumstances that make the manufacture or delivery of sold goods impossible or excessively difficult, as well as all cases of force majeure, official measures, operational and traffic disruptions and the like, also insofar as they affect suppliers of vitafill GmbH, release vitafill GmbH for the duration of the hindrance and their after-effects from the delivery obligation. The seller is not obliged to subsequently deliver the missing quantities.

Claims of the contractual partner (buyer) for damages are excluded. Excluded from this are damages resulting from injury to life, limb or health if vitafill GmbH is responsible for the breach of duty and other damages based on an intentional or grossly negligent breach of duty. A breach of duty by vitafill GmbH is equivalent to that of a legal representative or vicarious agent. In the event of the cancellation of an order, the buyer undertakes, subject to further claims, to compensate vitafill GmbH for the damage incurred for the expenses and any loss of profit. In the event of non-delivery, however, the buyer is only entitled to withdraw from the contract at the earliest three months after the agreed delivery date. Further claims will be made agreed.

4. Packing

If packaging is in containers supplied by the buyer, no guarantee is given for the suitability of the packaging. The company vitafill GmbH is entitled to complain about unsuitable packaging material. If the packaging material complained of is not subsequently delivered within two weeks, vitafill GmbH is entitled to use suitable material at the customer's expense. The company vitafill GmbH strives to find a suitable one that corresponds to the wishes of the customer

to use packaging material.
All risk passes to the buyer as soon as the ordered goods leave the warehouse or have been made available to the buyer. Transport damage must be reported to vitafill GmbH immediately. If a forwarding agent is commissioned with the shipment, any damage that has occurred must be noted in the bill of lading. In the case of rail transport, an official railway certificate must be requested and submitted immediately. In any case, in the case of transport damage, the respective conditions of the
to be observed by the forwarding agent and to assert claims against the latter as well. The company vitafill GmbH is entitled to partial deliveries or partial services at any time.

Excess or short deliveries of 10% of the contract quantity are permissible.

5. Notification of Defects

Compliance with the delivery and service obligations of the company vitafill GmbH presupposes the proper and timely fulfillment of the contractual partner's (buyer's) obligations.

The buyer is obliged to check the goods within eight days of receipt. Possible defects must be reported to vitafill GmbH in writing within this period. Complaints made later will not be accepted.

Goods that have been the subject of a complaint must be kept by the buyer until vitafill GmbH has made its final decision regarding the rejection or acceptance of warranty obligations and may only be returned with the consent of vitafill GmbH. In any case, the buyer must enable vitafill GmbH to inspect the goods. At the option of vitafill GmbH, the warranty obligation extends from credit, replacement delivery, conversion, reduction to rectification.

The costs of any analyzes commissioned by the buyer will not be borne by the company vitafill GmbH.

The correct designation in terms of food law when purchasing the goods is independent of the product designation of the company vitafill GmbH and the buyer's task.

In the event of justified complaints, vitafill GmbH is only obliged to take back the delivered goods and, at vitafill GmbH's option, either to reduce the purchase price in accordance with the proportion of the goods complained of or objected to in the total delivery or to deliver replacement goods free of defects. If the replacement delivery is made and this fails, the buyer has the right to withdraw from the contract or to reduce the purchase price. Any further claims on the part of the buyer are excluded.

6. Statute of Limitations

Claims by the buyer for material defects become time-barred within six months of receipt of the goods if they are not reported in writing within this period. If interventions are made by third parties, or the goods are not used, stored or treated as intended, etc., vitafill GmbH shall not be liable.

7. Prices, Terms of Payment, Buyer's Obligations to Cooperate

7.1.In any case, price changes by suppliers of vitafill GmbH are reserved and can be passed on to the buyer. Only the quantities, masses and weights determined by the seller's works or distribution centers at the time of dispatch are decisive for invoicing. Invoices from vitafill GmbH are payable net 14 days after receipt, unless otherwise agreed in writing. If the payment period is exceeded, vitafill GmbH is entitled to charge interest on the purchase price at 8% above the respective base interest rate of the European Central Bank from the due date. We expressly reserve the right to further damage caused by delay. In addition, vitafill GmbH is entitled to withhold further deliveries until the buyer has settled the outstanding claims in full. The company vitafill GmbH reserves the right to assign the claim to third parties.

7.2. The buyer supports the company vitafill GmbH in fulfilling the contractually owed services. The buyer is obliged to provide the services to be provided by him (e.g. notification of the delivery address, delivery of the labels, delivery of the appropriate packaging, delivery of the raw materials provided) in good time. In the event of default by the buyer, the company vitafill GmbH
entitled to charge for the production costs incurred up to that point. In this case, the buyer is in default no later than 14 days after receipt of a written request from vitafill GmbH.

8. Retention of Title

8.1. All delivered goods remain the property of vitafill GmbH until the buyer has settled all claims, including claims from the respective balance of the business relationship with vitafill GmbH.

8.2. Treatment and processing of the goods delivered under retention of title is carried out for vitafill GmbH as the manufacturer within the meaning of § 950 BGB, without vitafill GmbH being obliged as a result. If the buyer processes the goods with other goods that do not belong to or are not supplied by vitafill GmbH, vitafill GmbH is entitled to co-ownership of the new item in the ratio of the invoice value of the goods delivered under retention of title to the invoice value of the processed goods . The same applies in the case of mixing.

8.3. If the retention of title expires as a result of connection, processing or mixing, the buyer hereby assigns to vitafill GmbH the rights to which he is entitled to the new stock or the new item in the amount of the respective invoice value of the goods delivered under retention of title. The buyer keeps the new inventory or the new item free of charge for the company vitafill GmbH. The co-ownership rights that have arisen should also apply as reserved ownership for the company vitafill GmbH.

8.4. The buyer is entitled to resell the reserved goods in the ordinary course of business as long as he is not in default with the services to the company vitafill GmbH. The buyer is obliged to agree a retention of title with his customers. The buyer's claim from the resale is already deemed to have been assigned to vitafill GmbH in the amount of the purchase price for the goods subject to retention of title. The company vitafill GmbH already accepts this assignment. The retention of title expires in the event of resale or with payment of the full purchase price to vitafill GmbH. If the seller makes or has made a current account agreement with his customers, which means that the claim from the resale is not directly transferred to the company Vitafill GmbH, the claim from the current account relationship against the buyer's customer is already considered to be to the company assigned to vitafill GmbH. The company vitafill GmbH hereby accepts this assignment. All claims of the buyer from the resale of the reserved goods, which were assigned to the company vitafill GmbH on the basis of this condition, serve to secure the claim to the same extent as the reserved goods themselves.

8.5. The buyer is nevertheless authorized to collect the claim from the resale. The direct debit authorization granted to the buyer by vitafill GmbH remains unaffected by the direct debit authorization of the buyer. However, vitafill GmbH will not collect the claim itself as long as the buyer duly meets his payment obligations. At the request of vitafill GmbH, the buyer must notify the debtors of the assigned claim and notify them of the assignment. The buyer must inform vitafill GmbH immediately if enforcement measures are taken against the reserved property.

8.6. Should the buyer acquire claims against an insurer or other third party as a result of damage, reduction, loss or other destruction of the reserved goods, these claims with all ancillary rights to the extent of the value of the reserved goods are already assigned to vitafill GmbH at the time of delivery hereby accepts the assignment.

8.7. The retention of title is conditional in such a way that it expires with the full payment of all claims from the business relationship. In this case, ownership of the reserved goods is transferred to the buyer and the buyer is also entitled to the assigned claims.

8.8. If the value of the securities exceeds the claims of vitafill GmbH by more than 20%, vitafill GmbH shall provide securities of vitafill's choice at the request of the buyer

Release Ltd.

9. Terms of Payment

9.1. The invoice amounts are due within the payment term shown on the invoice in the invoice currency or the equivalent in euros according to the official exchange rate without deduction. Complaints about the invoice must be communicated immediately in writing. The invoice is considered to be accepted no later than 14 days after the invoice date.

9.2. A right of the buyer to refuse performance is excluded in business transactions with merchants. Offsetting by the buyer is only permissible if his counterclaim is recognized in writing by vitafill GmbH or has been legally established.

9.3. If the invoice is not paid, the company vitafill GmbH is entitled to charge the amount specified in Section 7.2. to demand the interest rate agreed in these terms and conditions.

9.4. The company vitafill GmbH is entitled, despite any different provisions of the buyer, to initially offset payments against his older debts. In this case, the company vitafill GmbH will inform the buyer immediately about the type and amount of the offsetting.

9.5. A payment is only deemed to have been made when vitafill GmbH can dispose of the amount.

9.6. If the buyer is more than 14 days in arrears with payment obligations to vitafill GmbH, all existing claims are due immediately.

9.7. Existing claims against vitafill GmbH may only be assigned with their prior written consent.

10. Liability

The buyer bears sole responsibility for the marketability of the contractual products in the respective country. The same applies to all textual and advertising statements on the packaging and in the area surrounding the placing on the market. Insofar as vitafill GmbH is nevertheless liable under the respective legal situation, the purchaser shall indemnify vitafill GmbH internally against any claims and pay a corresponding compensation for the damage, including all costs for defending against such claims. This applies in particular to legal fees and court costs. This regulation also applies if the rights of third parties are affected by the placing on the market of the respective product (e.g. patent rights or similar). This applies in particular if the buyer exports the goods from vitafill GmbH to areas outside of Germany

Germany, especially if the products of the company vitafill GmbH infringe the property rights of third parties. The same applies if bodily injury or damage to health or property damage occurs as a result of improper use.

11. Place of Performance

Unless otherwise stated in the order confirmation, the place of performance is the place of business of vitafill GmbH.

12. Jurisdiction/Final Provisions

12.1. The place of jurisdiction is the competent court at the registered office of vitafill GmbH.

12.2. The implementation of the contract and its legal assessment are subject to German law, regardless of whether the contract was concluded in Germany or abroad. In any case, to the exclusion of foreign law, in particular to the exclusion of the provisions of the UN Sales Convention and the law of the European Union, only German law applies.

13. Severability Clause

Should individual provisions of this contract, including this provision, be wholly or partially invalid, the validity of the remaining provisions or parts of such provisions shall remain unaffected. Instead of the provision, the respective legal regulations apply.