General Terms and Conditions of Purchase 2026

Organic Friends & Sports GmbH
General Terms and Conditions of Purchase for suppliers, manufacturers, service providers and other contractual partners.

1. Scope, Priority and Contractual Partner

These General Terms and Conditions of Purchase apply to all purchase orders, framework agreements, individual call-offs, deliveries and services of Organic Friends & Sports GmbH (the “Company”) vis-à-vis entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (“Supplier”). They apply in particular to the purchase of food, raw materials, ingredients, packaging, merchandise, promotional materials, services, logistics services and other products or services.

These Terms and Conditions of Purchase apply exclusively. General terms and conditions of the Supplier or of third parties shall not become part of the contract, even if the Company does not expressly object to them in individual cases, accepts deliveries without reservation or makes payments. Deviating, conflicting or supplementary terms and conditions shall only apply if the Company has expressly agreed to their validity at least in text form.

Individual agreements, specifications, quality agreements, framework agreements, purchase orders, supplier approvals, product-specific requirements and confirmed special agreements shall take precedence over these Terms and Conditions of Purchase. Where no specific provision has been agreed, the statutory provisions shall apply.

2. Conclusion of Contract, Offers and Order Confirmation

Offers, cost estimates, samples, specifications and other preparatory work by the Supplier shall be free of charge unless expressly agreed otherwise. Offers submitted by the Supplier shall be binding for at least 14 calendar days from receipt, unless a longer binding period is stated in the offer.

Purchase orders by the Company shall be placed at least in text form, in particular by e-mail or via an ordering or ERP system used by the Company. The Supplier shall confirm purchase orders at least in text form within three working days. Deviations from the purchase order, specification, delivery date, price, quantity, packaging, labelling or other requirements must be clearly highlighted in the order confirmation and shall only become part of the contract if expressly approved by the Company.

By confirming the purchase order, commencing performance, delivering the goods or accepting further orders, the Supplier acknowledges these Terms and Conditions of Purchase as the binding basis of the business relationship, provided that they were transmitted to the Supplier before or at the latest upon conclusion of the contract or were made accessible in a reasonable manner. This also applies to future purchase orders, individual call-offs, framework agreements and other deliveries or services without the Terms and Conditions of Purchase having to be enclosed again, provided that the Supplier was informed of their applicability within the scope of an ongoing business relationship.

Silence, acceptance or payment by the Company shall not be deemed acceptance of deviating terms and conditions of the Supplier. The Company may correct obvious typographical, calculation or transmission errors in purchase orders, provided this is reasonable for the Supplier. If the corrected purchase order cannot be performed by the Supplier, the Company may withdraw from the contract without the Supplier deriving any claims therefrom.

3. Documents, Samples, Recipes and Intellectual Property

The Company reserves ownership, usage and copyright rights to illustrations, drawings, recipes, product ideas, calculations, specifications, brand documents, designs, plans, technical and commercial documents and other information of the Company. The Supplier may use such documents exclusively for the performance of the respective purchase order.

Documents and samples must be kept confidential, protected against unauthorised access and returned or deleted without delay upon request. Disclosure to third parties, subcontractors or affiliated companies of the Supplier is only permitted if the Company has given its prior consent at least in text form and the third party has been bound to confidentiality obligations of at least equivalent scope.

The Supplier shall ensure that the contractual delivery, use, further processing, advertising or distribution of the delivered products does not infringe any third-party intellectual property rights. The Supplier shall indemnify the Company against justified third-party claims to the extent that such claims are based on an infringement of intellectual property rights attributable to the Supplier.

4. Quality, Food Safety and IFS Requirements

The Supplier undertakes to comply with all statutory, regulatory, normative and contractual requirements applicable to the products and services supplied. This includes in particular German and European food law, hygiene regulations, labelling law, product safety law, traceability, product liability, packaging law, hazardous substances law, occupational safety requirements and all specifications and customer requirements agreed between the parties.

To the extent that the products or services fall within the scope of IFS, in particular IFS Broker, IFS Food, IFS Logistics, IFS PACsecure or comparable standards, the Supplier must implement, maintain and document appropriate processes ensuring that the products comply with statutory requirements, product specifications and the quality and safety requirements of the Company and its customers. This includes in particular supplier evaluation and approval, risk assessment, specification management, traceability, complaint and recall management, food fraud and food defence assessments, training, internal controls, corrective actions and continuous improvement.

The Supplier undertakes to comply with the IFS standards applicable to its activities in their current and applicable version and to effectively implement their requirements within its quality and food safety management system. This applies in particular to the proper organisation of responsibilities, documented inspection and approval processes, verified product specifications, hygienic and safe production, storage and transport, effective foreign-body, allergen, pest and temperature management, traceability across all relevant batches and supply stages as well as suitable crisis, recall and complaint management. Deviations from IFS-relevant requirements must be assessed, documented and remedied without delay by appropriate corrective and preventive measures.

Before the first delivery and during the ongoing business relationship, the Supplier shall provide the Company upon request with current evidence, in particular certificates, audit reports, HACCP or hazard analyses, specifications, allergen information, nutrition and ingredient information, declarations of conformity, certificates of analysis, migration tests for food contact materials, packaging data, proof of origin, sustainability evidence and other quality- or safety-relevant documents.

Product and process changes, changes to recipes, ingredients, raw material origin, upstream suppliers, production sites, packaging, labelling, certifications, specifications or legally relevant characteristics may only be made after prior information to and approval by the Company. The Supplier must inform the Company without delay if it becomes aware of any change, deviation, blocking, regulatory objection, suspected non-conformity, quality defect, safety risk or reason for recall or withdrawal.

5. Prices, Invoices and Payment Terms

Agreed prices are fixed prices and include all ancillary services, packaging, transport, insurance, customs duties, charges, documentation, declarations of conformity, quality evidence and other costs, unless expressly agreed otherwise. Statutory VAT shall be shown separately where applicable.

Invoices must be properly issued, verifiable and state the purchase order number, supplier number, item number, performance period, delivery date, delivery note number and all legally required invoice details. For domestic B2B transactions, electronic invoices must be transmitted in accordance with the applicable statutory requirements, in particular in a structured electronic format within the meaning of the European standard EN 16931, unless a statutory exemption or transitional provision applies. Simple PDF, scan or image files shall only be deemed proper invoices if they are permitted under the applicable legal situation and the Company has agreed to their use. Invoices that do not meet these requirements shall not be deemed to have been received in full until corrected.

Unless otherwise agreed, payment shall be made within 30 days with a 3% discount or within 45 days net, in each case calculated from complete, defect-free delivery or performance and receipt of a proper invoice. Payments do not constitute acknowledgement of contractual conformity and do not constitute a waiver of the Company’s rights.

6. Delivery, Deadlines, Transfer of Risk and Documents

Delivery dates and delivery periods are binding. Timely delivery is determined by receipt of the goods at the agreed destination or, in the case of work or services, by complete and acceptance-ready performance. The Supplier shall notify the Company without delay of any foreseeable delays, supply bottlenecks, quality risks or other performance disruptions, stating the cause, duration and countermeasures.

Unless otherwise agreed, deliveries shall be made carriage paid to the receiving point designated by the Company. Risk shall not pass until proper handover at the destination; in the case of services requiring acceptance, only upon acceptance. The Company may reject partial, excess or short deliveries that have not been agreed or return them at the Supplier’s cost and risk.

Each delivery must be accompanied by all required documents, in particular delivery note, batch or lot numbers, best-before date, production date, certificates of analysis, declarations of conformity, transport temperature or other evidence, where applicable. Missing, incorrect or incomplete documents entitle the Company to refuse acceptance, store the goods at the Supplier’s expense, block the goods or withhold payment.

In the event of default in delivery, the Company shall be entitled to the statutory rights. In addition, to the extent legally permissible, the Company may demand a contractual penalty of 0.3% of the net order value of the delayed delivery for each commenced working day of delay, up to a maximum of 5% of the net order value, provided that the Supplier is responsible for the delay. Further claims for damages remain unaffected; any contractual penalty incurred shall be offset against a claim for damages.

7. Inspection and Notification Duties

The Company’s duty to inspect is limited to defects that are identifiable in the ordinary course of business by external inspection, including examination of delivery documents, or within the scope of a random incoming goods or quality inspection. The type and scope of the inspection shall depend on the goods, risk, perishability, delivery history, quality agreement and reasonableness in the individual case. Where acceptance has been agreed, the statutory provisions on acceptance shall apply.

A notice of defect shall in any event be deemed timely if it is sent within 14 working days from discovery of the defect, and in the case of obvious defects from delivery. In the case of hidden defects, the period shall only begin upon discovery. The statutory commercial inspection and notification obligations remain unaffected; this provision serves to reasonably specify them in business-to-business transactions. In the case of goods of the same type and batch, the Company is entitled to infer the condition of the entire delivery on the basis of suitable samples, provided this is appropriate and reasonable.

The Company’s statutory rights in respect of defects, default in delivery, breach of duty, product liability, recourse, recall, reduction, withdrawal, self-remedy, damages and reimbursement of wasted expenses remain unaffected.

9. Packaging, Labelling, Sustainability and PPWR

The Supplier shall ensure that all packaging, packaging materials and packaged products comply with the applicable statutory requirements. This includes in particular German packaging law, the directly applicable EU Packaging and Packaging Waste Regulation (PPWR, Regulation (EU) 2025/40), including the requirements applicable in stages from 2026 regarding declarations of conformity, technical documentation, recyclability, substance restrictions, avoidance of excessive packaging, recycled content, labelling, information and documentation obligations as well as requirements for food contact materials. The labelling of food, packaging, labels and other product-related consumer information must in particular comply with Regulation (EU) No 1169/2011 on the provision of food information to consumers (FIC Regulation/LMIV) and the applicable national supplementary provisions.

Upon request, the Supplier shall provide the Company with complete, current and reliable packaging data, material compositions, weights, recyclability assessments, declarations of conformity, technical documentation, registration or system participation evidence, evidence of recycled content, PFAS and heavy metal conformity and any other information required for statutory reporting, inspection, audit or customer requirements. The Supplier shall ensure that such information is collected, documented and can be evidenced upon request within a reasonable period throughout the supply chain.

Packaging must be designed and supplied in such a way that product protection, food safety, transportability, shelf life and statutory labelling are ensured while minimising material use, waste, empty space and environmental impact. Packaging changes, material changes, format changes, artwork changes or labelling changes not previously agreed require the prior approval of the Company.

To the extent that Organic Friends & Sports GmbH is deemed to be a manufacturer, importer, filler, distributor, first placer on the market or other obligated party within the meaning of the Packaging Act, the PPWR, the Single-Use Plastics Fund Act or other waste, packaging or product responsibility regulations due to the specific delivery, import, filling, brand, distribution or placing-on-the-market constellation, or is held liable accordingly by authorities, system operators, the Central Agency Packaging Register, the Federal Environment Agency, customers or other third parties, the Supplier shall reimburse the Company for all costs, fees, system participation fees, licence fees, charges, special levies, registration, reporting, inspection, consulting, evidence, administrative and other expenses arising from or in connection therewith. This applies in particular to fees payable to a dual system and to levies under the Single-Use Plastics Fund Act to the extent attributable to products, packaging, packaging materials or packaging components supplied by the Supplier. The reimbursement obligation exists irrespective of whether the costs are assessed, invoiced or claimed directly against the Company or by way of onward charging, to the extent legally permissible and to the extent that the Supplier supplied, selected, specified, filled, imported, manufactured, caused or is responsible for the underlying products, packaging or information.

Transport packaging, pallets and load carriers must be safe, clean, undamaged, exchangeable and suitable for the respective goods. Disposable, special or damaged load carriers may only be used with prior consent; any additional costs arising shall be borne by the Supplier to the extent attributable to it.

10. Rights in Case of Defects, Warranty and Limitation Period

The Supplier owes delivery or performance free from material and legal defects. The goods must comply with the agreed specifications, samples, quality requirements, statutory provisions, safety and hygiene requirements as well as the legitimate expectations of the Company and its customers.

In the event of defects, the Company shall be entitled to all statutory rights. At its discretion, it may demand subsequent performance by repair or replacement delivery, provided that the chosen type of subsequent performance is legally permissible and reasonable for the Supplier. If the Supplier does not fulfil its obligation of subsequent performance within a reasonable period, if subsequent performance fails or if setting a deadline is dispensable, the Company may in particular withdraw from the contract, reduce the price, claim damages in lieu of performance, claim reimbursement of wasted expenses or remedy or have the defect remedied itself and demand reimbursement of the necessary costs.

The limitation period for claims based on defects shall be 36 months from transfer of risk, unless a shorter mandatory or longer statutory period applies. In the case of legal defects, fraudulent concealment, guarantees, product liability, recourse claims, recall costs and other statutory special provisions, the respective statutory limitation periods shall apply where they are longer.

11. Audit Rights, Evidence and Supplier Approval

The Company is entitled to verify compliance with these Terms and Conditions of Purchase, the specifications, the quality and safety requirements, the IFS-relevant requirements, the Code of Conduct and statutory requirements at the Supplier’s premises itself or through appointed third parties. Audits shall take place upon prior notice during normal business hours; in the event of justified suspicion of significant non-conformity, product risk, fraud, recall risk or regulatory objection, audits may also be conducted at short notice.

The Supplier shall grant access to relevant areas, documents, records, inspection reports, certificates, specifications, traceability data, complaint data and corrective measures to the extent necessary for the inspection and legally permissible. The Supplier undertakes to assess identified deviations without delay, initiate appropriate corrective and preventive measures and provide evidence of their effectiveness.

The Company may suspend, restrict or revoke supplier approvals, product approvals or purchase orders if the Supplier fails to meet material requirements or fails to provide required evidence.

12. Compliance, Sustainability and Supplier Code of Conduct

The Supplier undertakes to comply with all applicable laws and standards in the areas of human rights, working conditions, occupational safety, environmental protection, anti-corruption, fair competition, data protection, information security, export control, sanctions, taxes and supply chain compliance. It shall take appropriate and risk-based measures to identify, prevent, minimise, document and remedy corresponding risks in its own business area and supply chain.

The Supplier recognises the following Code of Conduct as a binding part of the business relationship and shall ensure that its employees, affiliated companies, subcontractors and material upstream suppliers are bound accordingly to the extent that they are involved in deliveries or services for the Company. Upon request, the Supplier shall provide appropriate evidence, self-disclosures, certificates or action plans.

Code of Conduct for Suppliers: The Supplier respects human rights, prohibits child labour, forced labour, human trafficking, discrimination, harassment and unlawful disciplinary measures. It ensures fair working conditions, statutory minimum wages, legally compliant working hours, occupational safety, freedom of association and effective grievance mechanisms. It acts with integrity and avoids corruption, bribery, conflicts of interest, money laundering and anti-competitive arrangements. It protects confidential information and personal data. It handles resources, energy, water, waste, emissions, chemicals and packaging responsibly and supports the objectives of a sustainable, transparent and safe supply chain.

In the event of material breaches of the Code of Conduct, statutory requirements or human rights and environmental obligations, the Company is entitled to demand appropriate remedial measures and deadlines, suspend deliveries, terminate contracts for cause and assert further statutory rights. Termination and suspension shall take into account the severity, duration, risk of recurrence and reasonableness of remedy, unless immediate action is required to protect people, the environment, products or customers.

13. Subcontractors and Upstream Suppliers

The use of subcontractors, contract manufacturers, alternative production sites or material upstream suppliers for products or services of the Company requires the prior consent of the Company to the extent that it is relevant to quality, safety, law or customers. The Supplier remains responsible for acts and omissions of its subcontractors and upstream suppliers as for its own acts and omissions.

The Supplier shall ensure that all relevant requirements of these Terms and Conditions of Purchase, the specifications, quality agreements, IFS requirements, packaging requirements and the Code of Conduct are complied with throughout the supply chain.

14. Product Liability, Insurance and Indemnification

The Supplier shall be liable in accordance with the statutory provisions for all damage, costs and expenses attributable to a breach of duty, product defect, non-conformity, incorrect labelling, infringement of intellectual property rights or other contractual breach for which it is responsible. It shall indemnify the Company against justified third-party claims to the extent that their cause lies within its sphere of responsibility.

The Supplier undertakes to maintain appropriate business, product and recall cost insurance with customary market coverage amounts and to provide the Company with current proof of insurance upon request. The insurance cover does not limit the Supplier’s liability.

15. Confidentiality, Data Protection and Information Security

The Supplier shall treat all non-public information, documents, recipes, specifications, prices, customer data, product ideas, business and trade secrets of the Company as confidential. Use is permitted exclusively for the performance of the respective business relationship. This obligation shall continue after termination of the business relationship.

Personal data may only be processed in accordance with the applicable data protection regulations, in particular the General Data Protection Regulation and the German Federal Data Protection Act. Where the Supplier processes personal data on behalf of the Company, the parties shall conclude a separate data processing agreement before processing begins.

The Supplier shall take appropriate technical and organisational measures to protect confidential information and personal data against loss, misuse, unauthorised access, alteration or disclosure.

16. Ownership, Provided Materials and Tools

Materials, ingredients, packaging, tools, moulds, data, designs, labels, print templates, samples and other items provided by the Company remain the property of the Company and must be stored separately, clearly marked, handled carefully, protected against loss and damage and used exclusively for purchase orders of the Company.

Processing, transformation or combination of provided items shall be carried out for the Company. To the extent that ownership does not arise directly for the Company, the Supplier hereby transfers to the Company proportional co-ownership in the ratio of the value of the provided items to the value of the overall item.

17. Force Majeure and Supply Chain Disruptions

Unforeseeable and unavoidable events beyond the control of the affected party shall release the affected party from its performance obligations for the duration of the disruption to the extent that performance thereby becomes actually impossible or unreasonable. The Supplier shall inform the Company without delay, at the latest within 24 hours after becoming aware, of the nature, cause, expected duration, effects and planned countermeasures.

If the disruption lasts longer than 14 calendar days or if supply to the Company is materially endangered, the Company is entitled to withdraw from the contract in whole or in part or to procure elsewhere without any claims arising for the Supplier, to the extent legally permissible.

18. Assignment, Set-off and Rights of Retention

The Supplier may assign claims against the Company only with the prior consent of the Company, to the extent legally permissible. Section 354a of the German Commercial Code remains unaffected. The Company is entitled to set off all statutory and contractual counterclaims and to assert rights of retention.

19. Place of Performance, Place of Jurisdiction and Applicable Law

The place of performance for deliveries and services is the receiving point designated by the Company; the place of performance for payments is the registered office of the Company. The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship shall be Hamburg, to the extent legally permissible. The Company is also entitled to sue the Supplier at its general place of jurisdiction.

The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

20. Final Provisions

Should individual provisions of these Terms and Conditions of Purchase be or become invalid, unenforceable or incomplete in whole or in part, the validity of the remaining provisions shall remain unaffected. The statutory provision shall replace the invalid or unenforceable provision. The same applies to any gaps. In such a case, the parties shall seek a legally permissible provision that comes as close as possible to the economic purpose of the original provision.

Amendments and additions to these Terms and Conditions of Purchase or to individual contracts require at least text form, unless a stricter form is prescribed by law. Priority individual agreements remain unaffected.

1. Scope of Application

These General Sales, Delivery and Payment Terms apply to all offers, deliveries and services of Organic Friends & Sports GmbH (hereinafter referred to as the “Company”) to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter referred to as the “Buyer”). They apply exclusively to business transactions and not to consumers.

These Terms apply exclusively in the version valid at the time of the order, unless otherwise agreed. Conflicting, deviating or supplementary terms and conditions of the Buyer shall only become part of the contract if and to the extent that the Company has expressly agreed to their application in text form. This consent requirement also applies if the Buyer refers to its own terms in the order or other communication and the Company delivers goods or provides services without reservation despite knowledge of such terms.

Individual agreements, ancillary agreements, information in the order confirmation and expressly agreed specifications shall take precedence over these Terms. Legally relevant declarations and notices, in particular setting of deadlines, notices of defects, declarations of withdrawal or reduction, must at least be made in text form unless stricter statutory form requirements apply.

Inclusion of the Terms: The Buyer shall be informed of the applicability of these Terms in a reasonable manner no later than before or upon placing its order or before conclusion of the contract; the Terms shall be made accessible to the Buyer, for example by transmission, attachment, printout, provision in a customer portal or reference to an accessible version. By placing the order, calling off the goods, accepting the delivery or paying the invoice, the Buyer acknowledges these Terms as the contractual basis, provided that the Company has previously informed the Buyer of their applicability and given the Buyer the opportunity to take note of them.

2. Offer, Acceptance, Order Confirmation

Offers made by the Company are subject to change and non-binding unless expressly designated as binding. This applies in particular to information on prices, delivery quantities, delivery times, product availability and specifications.

Orders placed by the Buyer are deemed binding contractual offers and may be accepted by the Company within 14 days of receipt. Acceptance shall be effected by order confirmation in text form or by delivery of the goods.

If the order confirmation deviates from the order, the contract shall be deemed concluded in accordance with the order confirmation if the Buyer does not object without undue delay in text form and the deviation is reasonable for the Buyer.

3. Place of Performance, Delivery, Transfer of Risk

The place of performance for delivery and payment is the Company’s registered office, unless expressly agreed otherwise. Unless expressly agreed otherwise, deliveries are made on the basis of EXW Company’s registered office/warehouse in accordance with Incoterms® 2020. The Incoterms® govern in particular the allocation of costs and risk for delivery, but not the transfer of ownership, payment terms, warranty, liability or place of jurisdiction.

The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest when the goods are made available at the place of performance. If shipment has been agreed, the risk shall pass upon handover to the forwarding agent, carrier or other third party appointed to carry out the shipment.

Delivery dates and delivery periods are binding only if expressly confirmed by the Company in text form. Delivery periods shall not commence before all commercial, technical and food law-related questions have been fully clarified and before receipt of agreed advance payments, documents, specifications, approvals or other acts of cooperation by the Buyer.

Deliveries are subject to correct and timely self-supply, provided that the Company has concluded a congruent covering transaction and is not responsible for the failure of supply. Events of force majeure and other unforeseeable, unavoidable events outside the Company’s sphere of influence, in particular official measures, industrial disputes, energy, raw material or packaging shortages, transport and logistics disruptions, pandemics, cyberattacks or significant disruptions to IT, communication or payment systems, shall extend delivery periods appropriately. If performance becomes permanently impossible or unreasonable, the Company is entitled to withdraw from the contract in accordance with statutory provisions.

Additional costs arising from special delivery, packaging, notification, time-slot, pallet, labelling, documentation or compliance requirements of the Buyer shall be borne by the Buyer unless expressly included in the agreed price.

The Company is entitled to make partial deliveries and customary excess or short deliveries, provided this is reasonable for the Buyer. These Terms apply accordingly to partial deliveries.

4. Prices

Unless otherwise agreed, all prices are net prices ex works/ex warehouse plus statutory VAT and plus packaging, transport, insurance, customs duties, charges and other ancillary costs. The Company’s selling prices valid on the date of the order shall apply unless a deviating individual agreement has been made.

If cost factors such as raw material, energy, packaging, transport, labour, customs or charge costs change significantly after conclusion of the contract and this was not foreseeable at the time of conclusion of the contract, the Company is entitled to adjust the prices for goods not yet delivered with due consideration of the cost change, provided that more than four weeks lie between conclusion of the contract and delivery.

5. Inspection and Notice of Defects

The Buyer must inspect the goods without undue delay after delivery or, in the case of self-collection, without undue delay after handover, to the extent commercially reasonable. The scope and depth of the inspection depend in particular on the nature, quantity, perishability, intended use and risk relevance of the goods. For larger delivery quantities, a representative sample inspection is generally sufficient unless there are specific indications of further defects.

The Buyer must in particular check quantity, weight, packaging, external condition, best-before or use-by dates, batch/lot identification, transport condition and recognisable deviations from specifications or accompanying documents. In the case of food and food-related goods, the inspection shall, where reasonable, also include a sensory inspection and a check of whether labelling, traceability and storage conditions are plausible.

Obvious defects, incorrect deliveries, quantity deviations or transport damage must be notified to the Company without undue delay, but no later than by the end of the working day following delivery, in text form. Hidden defects must be notified without undue delay after discovery, but no later than within two weeks after discovery, in text form. The statutory duties of inspection and notification pursuant to Section 377 of the German Commercial Code (HGB) remain unaffected.

The notice of defects must describe the type, scope and affected batch or lot number sufficiently precisely to enable the Company to understand and examine the alleged defect. General complaints are not sufficient. The Buyer must store complained-about goods unchanged, separately and properly and retain samples, packaging, accompanying documents and traceability data until clarification.

Complaints regarding quantity, weight, packaging or externally recognisable transport damage are excluded if the Buyer culpably failed to document recognisable deviations on the delivery note, consignment note, receipt confirmation or in a comparable manner.

If goods are mixed, further processed, resold or forwarded despite recognisable or notified defects without the Company first being given a reasonable opportunity to inspect them, defect rights derived therefrom are excluded to the extent that inspection or traceability is thereby made impossible or substantially more difficult. Goods not duly and timely notified shall be deemed approved in accordance with Section 377 HGB.

6. Warranty and Liability

The quality of the goods is primarily determined by the expressly agreed specifications, product descriptions, approvals and other quality agreements. Public statements, advertising claims, samples, specimens or customary trade descriptions do not constitute a guarantee unless expressly designated as a guarantee or agreed in writing.

The Company warrants that, at the time risk passes, the goods comply with the contractually agreed specifications and with the mandatory food law requirements applicable in the European Union, to the extent that the Company is responsible for compliance with them. Customary, product-typical or technically unavoidable deviations in form, colour, taste, smell, consistency, weight, size, composition, packaging or labelling do not constitute a defect, provided they do not substantially impair marketability and contractual use.

In the event of a justified and timely notice of defects, the Company shall provide subsequent performance at its option by replacement delivery or remedy of the defect. The Buyer shall give the Company the necessary time and opportunity for subsequent performance. If subsequent performance fails, is refused or is not carried out within a reasonable period, the Buyer may reduce the purchase price or withdraw from the contract in accordance with statutory provisions.

The limitation period for defect claims is twelve months from transfer of risk unless a longer mandatory statutory period applies. Claims arising from intent, gross negligence, injury to life, body or health, fraudulent concealment, an assumed guarantee and claims under the Product Liability Act remain unaffected.

The Company is liable for damages without limitation in cases of intent and gross negligence, injury to life, body or health, under the Product Liability Act, in cases of fraudulent concealment and where a guarantee has been assumed. In cases of simple negligence, the Company is liable only for breach of material contractual obligations; in this case, liability is limited to the typical, foreseeable damage. Any further liability is excluded to the extent permitted by law.

7. Food Law Due Diligence Obligations, Traceability and Recall

As a food business operator, the Buyer is obliged to comply with all food law and other regulatory requirements applicable to it. This includes, in particular, proper storage, transport, temperature control, labelling, traceability, hygiene, protection against adverse influence and compliance with specifications, market expectations and official requirements.

The Buyer shall ensure batch- or lot-based traceability of the goods at least “one step back” and “one step forward” in accordance with the applicable requirements of European Union law. The Buyer must keep the necessary delivery, storage, customer, inventory, batch, lot and transport data complete, correct and promptly available.

The Buyer shall inform the Company without undue delay in text form of all circumstances indicating a product defect, deviation from specifications, complaint, official measure, restriction of marketability, blocking, withdrawal or recall. This applies in particular to customer complaints, analytical findings, labelling issues, allergens, suspected foreign bodies, microbiological abnormalities or suspected health risks.

The Buyer shall immediately block affected goods, store them separately and properly, refrain from further processing, resale or forwarding, and support the Company fully and promptly in withdrawals, recalls, official inquiries, risk assessments and root-cause analyses. The Company remains entitled to coordinate measures required for product safety and marketability to the extent its goods are affected.

Supplier, certification or audit information of the Company is owed only to the extent expressly agreed, legally required or necessary to assess the marketability of the specifically delivered goods.

8. Sampling

If samples are taken from goods delivered by the Company by authorities, official food control bodies or other authorised entities, the Buyer shall work towards ensuring that, where possible, a properly labelled and sealed counter-sample or retained sample is left behind and that written confirmation of the sampling is issued.

The Buyer shall store the counter-sample or retained sample properly, traceably by batch and in accordance with the required storage conditions. The Buyer shall inform the Company without undue delay in text form of the sampling and provide copies of sampling documents, analysis results and official correspondence, to the extent legally permissible. Damage caused by delayed information, missing documents or improper storage shall be borne by the Buyer to the extent the Buyer is responsible.

9. Returnable Packaging, Reusable Packaging and Load Carriers

Reusable pallets, loan containers, reusable crates, displays, transport containers and other load carriers belonging to the Company or its upstream suppliers or used in deposit or pool systems remain the property of the respective entitled party.

The Buyer must handle these items with care and return them without undue delay after emptying in proper, clean and reusable condition or make them available in accordance with the respective pool, deposit or return rules. Improper use, sale, pledging or transfer outside the ordinary goods and return flow is prohibited.

The Company is entitled to charge deposits, usage fees, return transport costs or replacement costs if load carriers are not returned, returned late, damaged or not properly returned. Statutory and contractual obligations under packaging, reusable or return regulations remain unaffected.

10. Retention of Title

The delivered goods remain the property of the Company until full payment of all present and future claims of the Company arising from the respective purchase contract and the ongoing business relationship with the Buyer (“Reserved Goods”). In the case of a current account, the retention of title serves as security for the respective balance.

The Buyer is entitled to resell the Reserved Goods in the ordinary course of business as long as the Buyer is not in default of payment, has not suspended payments and no application for the opening of insolvency proceedings has been filed. Pledging, transfer by way of security or any other disposition in favour of third parties is prohibited without the prior consent of the Company.

The Buyer hereby assigns to the Company all claims arising from the resale of the Reserved Goods, including all ancillary rights, in the amount of the respective invoice value. The Company accepts this assignment. Until revoked, the Buyer remains entitled to collect the assigned claims in its own name. The Company is entitled to revoke this collection authorisation if the Buyer does not properly meet its payment obligations, falls into default, suspends payments or if there is a material deterioration in its financial circumstances.

Upon request by the Company, the Buyer must disclose the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and notify the respective debtors of the assignment.

Processing or transformation of the Reserved Goods is always carried out for the Company as manufacturer within the meaning of Section 950 BGB, without obligating the Company. If the Reserved Goods are processed, combined or mixed with other items not belonging to the Company, the Company acquires co-ownership of the new item in the ratio of the invoice value of the Reserved Goods to the value of the other processed, combined or mixed items at the time of processing, combination or mixing. The same applies to the resulting new item as to the Reserved Goods.

In the event of third-party access to the Reserved Goods, in particular seizures, other dispositions or confiscations, the Buyer must point out the Company’s ownership and inform the Company without undue delay in text form. The Buyer must provide the Company with all documents required for intervention. If the third party does not reimburse the costs incurred by the Company, the Buyer is liable for them.

If the Buyer defaults on payment or otherwise breaches material obligations arising from the retention of title, the Company is entitled, in accordance with statutory provisions and in particular after withdrawal from the contract, to demand surrender of the Reserved Goods. A demand for surrender does not at the same time constitute withdrawal from the contract unless expressly declared.

The Buyer is obliged to treat the Reserved Goods with care and, to the extent commercially appropriate according to the type and value of the goods, insure them at its own expense against customary risks such as fire, tap water, storm, burglary and transport damage. The Buyer hereby assigns claims under such insurance policies to the Company by way of security; the Company accepts this assignment.

If the realisable value of the securities held by the Company exceeds the secured claims by more than 10%, the Company shall release securities of its choice at the Buyer’s request.

11. Payment, Default and Set-Off

Unless otherwise agreed, the invoice amount is due upon receipt of the invoice, but no earlier than upon delivery or provision of the goods, and is payable without deduction. Deferrals, discounts or other deductions are set out in the invoice sent. The Buyer shall be in default in accordance with statutory provisions, but no later than 30 days after due date and receipt of the invoice. In the event of default, the Company is entitled to charge default interest at a rate of nine percentage points above the applicable base interest rate per annum as well as the statutory default lump sum of EUR 40.00. The right to claim further default damages remains reserved.

In the event of default in payment, threatened insolvency or a material deterioration in the Buyer’s financial situation, the Company is entitled to carry out outstanding deliveries only against advance payment or security, revoke payment terms and withhold ongoing deliveries.

The Buyer may set off claims or assert rights of retention only with undisputed, ready-for-decision or legally established claims. A right of retention also exists only to the extent that it is based on the same contractual relationship.

12. Data Protection

The Company processes personal data of the Buyer and its contact persons exclusively in accordance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Processing takes place to the extent necessary for contract initiation, contract performance, delivery, invoicing, receivables management, statutory retention obligations or legitimate business interests.

Further information on data processing, data subject rights and contact options is made available to the Buyer in the Company’s privacy policy as applicable from time to time.

13. Applicable Law

These Terms and all contractual relationships between the Company and the Buyer are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), to the extent such exclusion is legally permissible. Mandatory statutory provisions remain unaffected.

14. Electronic Invoicing and E-Invoices

The Company is entitled to transmit invoices electronically. For domestic B2B transactions, the applicable statutory requirements for electronic invoices pursuant to Section 14 of the German VAT Act (UStG) apply. An e-invoice within the statutory meaning is an invoice in a structured electronic format that enables electronic processing and complies with the applicable statutory requirements, in particular the European standard EN 16931 or another permissible agreed format.

The Buyer must ensure that it can receive, technically process, verify and retain e-invoices in compliance with statutory requirements. Changes to the Buyer’s invoice address, electronic receiving address, routing ID, platform or portal requirements must be notified to the Company without undue delay in text form.

During statutory transition periods, paper or PDF invoices may be used to the extent permitted by law. Pure PDF invoices are not deemed e-invoices within the statutory meaning unless they contain a structured electronic format.

15. Place of Jurisdiction and Final Provisions

The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Hamburg, provided that the Buyer is a merchant, a legal entity under public law or a special fund under public law. The Company remains entitled to sue the Buyer at the Buyer’s general place of jurisdiction.

Unless otherwise agreed, the place of performance remains the Company’s registered office. Rights and obligations arising from the contractual relationship may be transferred by the Buyer to third parties only with the Company’s prior consent.

If any provision of these Terms is or becomes invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid or unenforceable provision. The same applies to any regulatory gaps.