GTCP

GENERAL TERMS AND CONDITIONS OF PURCHASE (GTCP)

1. General Information

These General Terms and Conditions of Purchase are considered binding if they are explicitly stated to be applicable in the order placed by Marbacher Ölmühle GmbH (“MOM”). The contract is concluded upon receipt of a written confirmation from the supplier, which indicates that the supplier has accepted the order (“Order Confirmation”). These General Terms and Conditions of Purchase apply exclusively. Deviating, contradictory or supplementary terms and conditions of the supplier do not form an integral part of the agreement, unless MOM has explicitly agreed to their validity in writing. This requirement of consent shall apply in all cases; for example, it shall apply even if MOM accepts an order without reservation, despite being aware of the supplier's general terms and conditions. Individual agreements made with the supplier in individual cases take precedence over these General Terms and Conditions of Purchase, 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

All prices are quoted in euros. Unless otherwise agreed in writing, the delivery terms are DDP (Incoterms 2020), Delivered Duty Paid (... named place of destination), insured, taxed and duty paid. This includes all ancillary costs such as packaging, freight, insurance, taxes (VAT), duties, fees and customs duties, the costs of which shall be borne by the supplier.

3. Terms of Payment

Unless other terms of payment have been agreed upon in writing, the purchase price is due 14 days after delivery of the goods at the place of performance, with a 2% discount, or 30 days net, provided that MOM has received a valid invoice.

4. Place of Performance

The place of performance is Marbach/Germany, unless the parties have agreed otherwise in writing.

5. Ownership and Transfer of Risk

Risk and ownership of the goods shall pass to MOM upon delivery of the goods at the place of performance.

6. Delivery Period

If the delivery is not made by the agreed-upon date, the supplier will be in default. In addition to the statutory claims arising from delay (see Section 288 et seq. of the German Commercial Code (HGB)), MOM will be entitled to claim compensation for delayed deliveries. This shall amount to 0.5% for each full day of delay, up to a maximum of 5% in total, calculated on the contract price of the delayed part of the delivery.

If goods or partial deliveries arrive ahead of schedule, MOM may reject them or store them at the supplier's expense.

7. Warranty

The goods shall be delivered in a defect-free condition and in accordance with the specifications agreed upon in the contract. The goods must be packaged in such a way that they are protected from damage, soiling and moisture during transportation and storage, and the packaging must comply with relevant environmental regulations.

The supplier warrants that the goods delivered do not violate any statutory regulations of the Federal Republic of Germany (particularly food regulations), or any other applicable laws and regulations.

The supplier warrants that the goods supplied will not have been influenced by genetically modified organisms.

The Supplier warrants that all original inspection certificates will be handed over to MOM when the goods are delivered to the agreed location. MOM reserves the right to refuse acceptance of the goods if the original inspection certificates are missing, and may do so at the supplier's expense. In accordance with the Ordinance on Organic Farming, the supplier shall provide the required documents for organic goods in good time and hand them over with the delivery of the goods. MOM may refuse acceptance of the goods if these documents are missing, and may do so at the supplier's expense.

8. Traceability

In accordance with the applicable EU regulations and statutory regulations, the supplier must ensure traceability. Should a request be made, MOM shall be granted access to the written documentation relating to traceability.

9. Confidentiality

The supplier shall treat all information and documents that the supplier receives from MOM as confidential and shall not disclose such information and documents to any third party, unless the information (i) is or becomes generally known to the public without breach of this clause, is or has been independently developed or obtained by the supplier without the use of confidential information from MOM, or (ii) is or has been disclosed to the supplier by a third party without breach of any confidentiality obligations of the third party vis-a-vis MOM; a supplier may disclose confidential information (a) to the supplier’s attorneys, accountants, tax advisors and other professional advisors who are bound by professional confidentiality obligations, to the extent necessary for them to provide services relating to the supplier's obligations vis-a-vis MOM, (b) to the supplier's affiliates in the ordinary course of business, (c) to any government agency or authority to which the supplier or any of the supplier’s affiliates is required to disclose such information, or (d) to the extent required by law or an enforceable court or government order, provided that the supplier takes reasonable steps to limit the scope of such disclosure. At the request of MOM, the supplier must immediately return or destroy any information or documents. The provisions of this clause will remain in effect even after termination of this contract.

10. Obligation to Inspect and Give Notice of Defects

In any case, any deviations in quality or quantity shall be deemed to have been notified in good time if MOM notifies the supplier of them within 30 working days of receiving the goods. In the event of any hidden defects, these are considered to have been notified in a timely manner if the supplier is informed within 14 business days of discovery. MOM does not waive any warranty claims due to accepting or approving samples or specimens submitted.

11. Warranty Claims

In the event of defects, MOM is entitled to the available statutory claims without restriction. In particular, MOM reserves the right, at MOM's discretion, to demand the replacement or repair of any defective goods or goods which do not comply with the warranted characteristics.

12. Warranty Period

Warranty claims have a duration of 60 days after the expiration of the goods' best-before date, as specified in the contract. In the event of goods being replaced or repaired, the warranty period for these goods shall recommence.

13. Termination and Withdrawal

MOM will be entitled to terminate or withdraw from the contract without any obligation to pay compensation in the event of important reasons, in particular changes in food legislation and import restrictions occurring between the placing of the order and delivery, or a significant delay in delivery or other breach of contract by the supplier.

14. Applicable Law and Place of Jurisdiction

The legal relationship between the parties is governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions.

The ordinary courts in Stuttgart/Germany shall have sole jurisdiction for all disputes arising out of and in connection with this legal relationship.

Marbach, 27. Januar 2021