GTC

GENERAL TERMS AND CONDITIONS (GTC)

1. General Information

These General Terms and Conditions are considered binding if they are explicitly stated to be applicable within the offer and/or order confirmation of Marbacher Ölmühle GmbH (“MOM”). The contract is concluded at the point of receipt of written confirmation from MOM, which indicates that MOM has accepted the order (“Order Confirmation”). These General Terms and Conditions apply exclusively. In the event of any deviation from, conflict with or supplementation of the customer's terms and conditions, these shall only become part of the contract if and insofar as MOM has expressly agreed to their validity. This requirement of consent shall apply in all cases; for example, it shall apply even if MOM delivers to the customer without reservation, despite being aware of the customer's general terms and conditions. Individual agreements made with the customer in individual cases take precedence over these General Terms and Conditions, including collateral agreements, supplements and amendments. In the absence of contradictory evidence, the content of such agreements is determined by a written contract or our written confirmation. Any legally relevant declarations or notifications relating to the contract (e.g. setting deadlines, reporting defects, withdrawing from or reducing the order) must be made in writing, i.e. in either written or text form (e.g. letter, email or fax). The statutory formal requirements and the need for further evidence remain unaffected, particularly in cases where the legitimacy of the declarant is in doubt.

2. Prices

Unless otherwise agreed upon in writing, all prices are quoted net, ex works MOM, without transport packaging and without VAT, in euros, and without any deductions. The customer shall bear all ancillary costs, such as freight, transport packaging, insurance, customs duties, taxes, fees and charges.

MOM reserves the right to adjust prices if the exchange rate of any agreed reference currency vis-a-vis the euro changes by more than 5%, or if the prices of raw and other materials change by more than 5%, between the time the contract is concluded and the time it is performed. In this instance, the price will be adjusted according to the change.

3. Terms of Payment

Unless alternative terms of payment have been agreed upon, the purchase price must be paid within 14 days of the invoice date, via bank transfer to an account specified by MOM, whereby no deductions of discounts, expenses, taxes, levies, fees or customs duties are permitted. In the event that the customer fails to meet the agreed payment deadlines, the customer will be subject to default interest charges of 5% per year from the agreed due date, without the need for a reminder. For deliveries abroad, MOM may require payment of the purchase price to be guaranteed by an irrevocable letter of credit from a bank approved by MOM.

4. Retention of Title

MOM will retain title to all delivered goods until it has received full payment in accordance with the terms of the contract. The full value of the products created by processing, mixing or combining the goods shall also be subject to retention of title. In this case, MOM shall be deemed the manufacturer. If, in the event of processing, mixing or combining with third-party goods, the said third party's ownership rights remain, MOM shall acquire co-ownership of these processed goods in proportion to their invoice values. The customer hereby assigns to MOM all claims against third parties arising out of and in connection with the resale of such goods, and assigns said claims as security in total or in the amount of any co-ownership share of MOM.

5. Delivery

The deliveries and services of MOM are listed conclusively in the Order Confirmation, including any enclosures thereto. The customer is required to notify MOM in writing of any specifications, regulations and standards that pertain to the execution of the deliveries, the rendering of services, and the prevention of illness and protection of health in the country of destination. This notification is to be included with the request for an offer. Any agreements regarding delivery dates or deadlines must be made in writing. MOM's obligation to deliver shall be suspended for as long as the customer is in arrears with regard to any contractual obligation. If the agreed delivery period is exceeded due to negligence, the delivery shall only be deemed to be in default after a reasonable grace period has been set. The customer may only claim compensation for damage caused by delays if MOM has caused the damage intentionally or through gross negligence. If obstacles occur that MOM cannot avert despite exercising due care, the delivery period shall be extended appropriately. Examples of such obstacles include, but are not limited to, epidemics, war, riots, significant operational disruptions, accidents, labour disputes, late or faulty delivery of raw materials, semi-finished or finished products, as well as natural disasters.

6. Origin of Materials

MOM will inform the customer of the origins of the raw and packaging materials upon request. If the manufacturers or suppliers of the raw and packaging materials specified by MOM are unable to deliver, MOM may source these materials from alternative manufacturers or suppliers without the customer's consent.

7. Warranty

The customer must inspect deliveries within 20 days of the goods arriving at their destination and notify MOM in writing of any defects without delay. If no inspection plan has been mutually agreed upon in writing, the customer is responsible for conducting a comprehensive inspection of the delivered goods to ensure that they are free of defects and in compliance with the agreed-upon characteristics. If MOM provides a certificate of analysis, this does not release the customer from the customer’s obligation to inspect the goods. In cases where goods are to be further processed, inspection must always be carried out immediately before any such processing. A representative sample of the goods in question should be sent to MOM with the notice of defects. In the event of a notification of defects, MOM reserves the right to conduct an inspection of the rejected goods, either by its own employees or by experts of its choosing.

In the event of defective goods being delivered, MOM reserves the right to determine the course of action to be taken, whether that be rectifying the issue (subsequent performance) or delivering a replacement item (replacement delivery). The customer retains the right to refuse subsequent performance in cases where the statutory conditions apply. Should the supplementary performance fail, or if a reasonable deadline set by the customer for this supplementary performance has expired to no avail, or is deemed dispensable under applicable statutory provisions, the customer may withdraw from the purchase agreement or reduce the purchase price. However, the right of withdrawal does not apply in the event of an insignificant defect. The customer's claims for damages or reimbursement of futile expenses are only valid in accordance with Section 8, even in the event of defects, and are otherwise excluded.

Any warranty claims must be made before the best-before date stated on the delivered goods expires. The warranty and liability are both excluded for any damage that is demonstrably caused by improper handling, use or storage.

8. Compensation for Damages

Unless otherwise stated in the following provisions, MOM will be liable in the event of a breach of contractual or non-contractual obligations in accordance with the statutory provisions. Furthermore, MOM will be liable for damages within the scope of fault-based liability, irrespective of the legal grounds, in the event of intent and gross negligence. In the event of simple negligence, MOM is only liable for damages arising from injury to life, limb or health, or from the breach of material contractual obligations, subject to statutory limitations of liability (e.g. due diligence regarding the internal affairs of MOM; insignificant breach of duty). Material contractual obligations are obligations which are essential for the proper performance of the contract and the fulfilment of which the customer routinely relies upon or may routinely rely upon. However, in the event of a breach of a material contractual obligation, MOM's liability shall be limited to compensation for typically occurring, foreseeable damages.

The limitations of liability resulting from the aforementioned paragraph shall also apply to third parties. The same shall apply in the event of breaches of duty by persons (including in their favour), whereby MOM is responsible for these breaches in accordance with statutory provisions. These provisions do not apply if a defect has been fraudulently concealed, if a guarantee has been provided regarding the quality of the goods, or if the customer is making a claim under the Product Liability Act.

In the event of a breach of duty that does not consist of a defect, the customer may only withdraw from or terminate the contract if MOM is responsible for the breach. An unrestricted right of termination of the customer (in particular according to Sections 650, 648 German Civil Code (BGB)) is excluded. Otherwise, the statutory requirements and legal consequences apply accordingly.

9. Right of Withdrawal

MOM may withdraw from any delivery obligations if the customer's financial situation deteriorates significantly after the contract has been concluded, or if MOM becomes aware of circumstances after the contract has been concluded that are likely to significantly reduce the customer's creditworthiness and jeopardise payment of MOM's outstanding claims from the respective contractual relationship (including from other individual orders to which these General Terms and Conditions apply).

10. Safety Regulations

The supplier is obliged to provide the relevant safety data for the processing of materials provided. It is the customer's responsibility to ensure compliance with all local safety regulations and to provide instruction to personnel during the further processing of the delivered materials.

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

The place of performance is Marbach/Germany. German substantive law shall govern these General Terms and Conditions, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions.

The exclusive place of jurisdiction for all disputes arising out of and in connection with this contract is Stuttgart/Germany.

Marbach, 27 January 2021