Important notice: This is an automatic, non-binding translation of the German GTCs (AGB / Allgemeine Verkaufsbedingungen, www.authentic-foods.com/agb). In the event of a dispute, only the German version shall be binding.

I Scope of application

2. These terms and conditions of sale shall also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature.
3. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

II Offer and conclusion of contract

1. All offers or commitments made by employees of Authentic Foods GmbH are subject to change and non-binding. Orders shall only bind the supplier once it has confirmed the conclusion of the contract in text form.
2. Insofar as an order is to be regarded as an offer in accordance with Section 145 BGB, we can accept it within two weeks.

III Documents provided

We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order - also in electronic form - such as calculations, drawings etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in Section II, these documents must be returned to us immediately.

IV Prices and payment

1. Unless otherwise agreed in writing, our prices are ex works including packaging and plus VAT at the applicable rate.
2. Unless otherwise agreed, payment of the purchase price must be made exclusively to a company account of Authentic Foods GmbH. The deduction of a trade discount is only permitted with a special written agreement.
3. Unless otherwise agreed, the purchase price must be paid within 10 days of delivery. Interest on arrears may be charged in accordance with Section 288 BGB. We reserve the right to claim higher damages caused by default.
4. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 2 months or later after conclusion of the contract.

V Rights of retention

The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

VI Delivery

1. The start of the delivery period stated by us presupposes the timely and proper fulfillment of the customer's obligations. We reserve the right to plead non-performance of the contract.
2. We are entitled to make partial deliveries in quantities that are reasonable for commercial transactions; the customer is obliged to pay for the corresponding partial quantities.
3. The clause "circa" means that we are authorized to deliver up to 10% more or less.
4. Flat pallets, other transportation and storage aids delivered with the goods as well as drums and IBCs shall remain our property. They shall only be made available to the customer free of charge for a period of three months after delivery and must be returned in perfect condition after expiry of this period. If this period is exceeded, the Supplier shall be entitled to charge for pallets, auxiliary materials, drums or IBCs.
5. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
6. The statutory claims and rights of the customer due to a delay in delivery shall apply.

VII Transfer of risk on delivery

If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer when the goods are dispatched to the customer, at the latest when they leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

VIII Right of retention of title

1. We reserve title to the delivered item until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the customer acts in breach of contract.
2. The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.
3. The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
4. The treatment and processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the expectant right of the customer to the object of sale shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.
5. We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.

IX Warranty and notification of defects and recourse/manufacturer recourse

1. Warranty rights of the customer presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with section 377 of the German Commercial Code (HGB).
2. Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health which are based on an intentional or negligent breach of duty by the user.
3. Our consent must be obtained prior to any return of goods.
4. If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity for subsequent performance within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction.
5. If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
6. Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences which are not provided for in the contract. If improper modifications are made by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
7. Claims of the customer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, including any dismantling and installation costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer's branch office, unless the transfer corresponds to their intended use.
8. The customer's right of recourse against us shall only exist insofar as the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the customer's right of recourse against the supplier.

X Miscellaneous

1. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.