GTC

General Terms and Conditions of Sale and Delivery of Ebbe & Food GmbH

§ 1 Applicability, Form

1. All deliveries, services, and offers of Ebbe & Food GmbH (hereinafter also referred to as the “Seller”) are exclusively based on these General Terms and Conditions of Sale and Delivery (hereinafter also referred to as “GTC”). The GTC apply only if the Buyer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law.

2. The GTC are part of all contracts that the Seller concludes with its contracting parties (hereinafter also referred to as “Buyer”) regarding the goods, deliveries, or services offered by the Seller. The GTC particularly apply to contracts for the sale and/or delivery of movable items (hereinafter also referred to as “Goods”), regardless of whether the Seller manufactures the Goods itself or purchases them from suppliers.

3. Unless otherwise agreed, the GTC in the version valid at the time of the Buyer’s order or in any case in the version last communicated to the Buyer in text form (e.g., letter, email, fax) apply as a framework agreement for similar future contracts without the Seller needing to refer to them again in each individual case and without the Seller needing to provide the GTC to the Buyer again in each case.

4. Terms and conditions of the Buyer or third parties do not apply, even if the Seller does not explicitly object to their application in individual cases. This exclusion applies unless the Seller has explicitly and in writing agreed to their application in a particular case. Even if the Seller refers to a document that contains or refers to the Buyer’s or a third party’s terms and conditions, this does not constitute an agreement to their applicability.

§ 2 Offer, Contract Formation, Assignment Prohibition, and Retention of Ownership of Contract Documents

1. All offers of the Seller regarding price, quantity, delivery time, and delivery feasibility are non-binding and subject to change unless they are explicitly marked as binding or contain a specific acceptance period.

2. The sole determinant of the legal relationship between Seller and Buyer is the written commercial confirmation letter of the Seller (hereinafter also referred to as the “Confirmation Letter”), including these GTC. The Confirmation Letter is issued exclusively in text form (e.g., letter, email, fax). The Confirmation Letter of the Seller fully reflects all agreements between the contracting parties regarding the Goods. Oral commitments made by the Seller prior to the conclusion of the respective contract are legally non-binding.

3. Rights arising from purchase and delivery contracts with the Seller may not be assigned by the Buyer unless the Seller consents to such assignment in advance in written or text form (e.g., letter, email, fax).

4. Supplements and amendments to the agreements made require written or text form (e.g., letter, email, fax) to be effective.

5. The Seller retains ownership of all offers and cost estimates it issues as well as samples provided to the Buyer. The Buyer may not disclose, use, or reproduce these items without the Seller’s explicit consent, whether in their entirety or in part. Upon request by the Seller, these items must be returned in full to the Seller, and any copies made must be destroyed, provided they are no longer needed by the Buyer in the ordinary course of business or negotiations do not result in the conclusion of a contract. This does not apply to the storage of electronically provided data for the purpose of customary data backups.

§ 3 Prices and payment

1. Prices apply to the scope of services and deliveries specified in the respective Confirmation Letter. Additional or special services will be charged separately. Prices are quoted in EURO EXW (warehouse) in accordance with Incoterms® 2010, plus statutory VAT, customs duties, and other public charges applicable at the time of delivery, unless otherwise agreed in writing.

2. In the case of shipment purchases (§ 4 para. 1), the Buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the Buyer (see also § 5 para. 4 below).

3. Invoices must be reviewed by the Buyer without delay; invoice amounts are to be paid immediately and without any deductions unless otherwise agreed in writing. The date of payment is determined by the receipt of payment by the Seller. Payment by check is excluded unless separately agreed in an individual case.

4. Advance and prepayments must include the statutory VAT. The Buyer is liable for the statutory VAT if it is not invoiced in the case of factual domestic delivery within the meaning of the German VAT Act, especially in cases of pickup and subsequent failure to provide the required export/transfer documentation to the Seller.

5. If the Buyer fails to make payment when due, statutory provisions apply. Outstanding amounts are subject to interest from the due date at a rate of 9% p.a. above the applicable base interest rate; claiming higher interest and additional damages in the event of default remains unaffected.

6. The offsetting of counterclaims by the Buyer or the withholding of payments due to such claims is only permissible if the counterclaims are undisputed or legally established.

7. The Seller is entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after the conclusion of the contract, circumstances become known that significantly diminish the Buyer’s creditworthiness and jeopardize the payment of the Seller’s outstanding claims by the Buyer under the respective contractual relationship (e.g., through a bankruptcy filing). In such cases, the Seller is also entitled, within the limits of statutory provisions, to withdraw from the contract (§ 321 German Civil Code). For contracts involving the manufacture of non-fungible goods (custom-made products), the Seller may declare withdrawal immediately; statutory provisions regarding the dispensability of setting a deadline remain unaffected.

§ 4 Delivery and time of delivery

1. Deliveries are made ex works (warehouse) in accordance with “EXW” under Incoterms® 2010, which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the Buyer, the goods will be shipped to another destination (shipment contract). Unless otherwise agreed, the Seller is entitled to determine the method of shipment (including the transport company, shipping route, and packaging).

2. Deadlines and dates for deliveries and services provided by the Seller are always approximate unless a fixed deadline or fixed date has been expressly promised or agreed. Should deviations from deadlines and dates occur, the Seller undertakes to inform the Buyer without delay. If shipment has been agreed, delivery deadlines and delivery dates refer to the time of handover to the carrier, freight forwarder, or other third party commissioned with the transport.

3. Without prejudice to its rights resulting from the Buyer’s default, the Seller may require the Buyer to extend delivery and performance deadlines or to postpone delivery and performance dates by the period during which the Buyer fails to fulfill its contractual obligations to the Seller.

4. The Seller is not liable for the impossibility of delivery or for delivery delays caused by force majeure (e.g., war, terrorism, riots, fire, or other events) or other unforeseeable events at the time of contract conclusion (e.g., operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy, or raw materials, difficulties in obtaining necessary official permits, government actions, or the failure of suppliers to deliver, or deliver correctly or on time) for which the Seller is not responsible. If such events significantly impede or render impossible the delivery or service and the hindrance is not merely temporary, the Seller is entitled to withdraw from the contract. In the case of temporary obstacles, the delivery or performance deadlines are extended, or the delivery or performance dates are postponed by the duration of the hindrance plus a reasonable start-up period. If, as a result of the delay, acceptance of the delivery or service becomes unreasonable for the Buyer, the Buyer may withdraw from the contract by immediately notifying the Seller in writing.

5. The Seller is obligated to make partial deliveries only if explicitly agreed, if the partial delivery is usable for the Buyer within the framework of the contractual purpose, if the delivery of the remaining ordered goods is ensured, and if the Buyer does not incur significant additional expenses or costs as a result (unless the Seller agrees to bear these costs).

6. If the Seller is in default with a delivery or performance or if a delivery or performance becomes impossible for whatever reason, the Seller’s liability for damages is limited in accordance with § 8 of these GTC.

7. The Buyer undertakes to comply with the applicable national and international export regulations.

§ 5 Shipping, Packaging, Transfer of Risk, Acceptance

1. The method of shipment and packaging is subject to the Seller’s due discretion unless specific agreements are made with the Buyer.

2. The risk of accidental loss or accidental deterioration of the goods is transferred to the Buyer at the latest upon handover to the carrier, freight forwarder, or other third party designated for transport. This applies even if partial deliveries are made or if the Seller has undertaken other services, such as shipping costs or delivery setup. If acceptance has been agreed upon, the transfer of risk occurs upon acceptance.

3. If the shipment or acceptance is delayed due to circumstances attributable to the Buyer, the risk is transferred to the Buyer on the day the goods are ready for shipment or acceptance, and the Seller has notified the Buyer of such readiness.

4. The Buyer shall bear storage costs after the transfer of risk. In the case of storage by the Seller, the storage costs amount to 0.25% of the invoice amount of the stored delivery items per completed week. The Seller reserves the right to assert and prove higher or lower storage costs.

5. The shipment is insured by the Seller only upon explicit request of the Buyer and at the Buyer’s expense against theft, breakage, transport damage, fire damage, water damage, and other insurable risks.

6. The Buyer may not refuse acceptance of deliveries due to minor defects.

§ 6 Non-Conforming Goods, Buyer’s Obligations

1. The quality of the goods is defined solely by the specifications described by the Seller. This includesall product descriptions that are part of the individual contract or publicly disclosed by the Seller (particularly in catalogs or on the Seller’s website). If the quality has not been explicitly agreed upon, the determination of whether a defect exists is based on the statutory provisions (§ 434 para. 1 sentences 2 and 3 of the German Civil Code, BGB). The Seller assumes no liability for public statements made by the producer or other third parties (e.g., advertising claims).

2. Any technical advice provided by the Seller, whether verbal, written, or through testing, is given to the best of the Seller’s knowledge but serves only as a non-binding suggestion. This does not exempt the Buyer from performing their own tests to verify the suitability of the goods for the intended use. The application and processing of the goods occur outside the Seller’s control and are therefore the sole responsibility of the Buyer.

3. The delivered goods must be thoroughly inspected immediately upon receipt by the Buyer or the third party designated by them. Any apparent defects must be reported in writing without delay, but no later than one day after delivery. For apparent defects or other defects that could have been identified through prompt and careful inspection, the goods are considered approved by the Buyer if no complaint is made. Regarding other defects, the goods are considered approved if the defect is not reported to the Seller without delay, but no later than three working days after the defect is discovered. If the defect should have been noticeable to the Buyer earlier during normal use, this earlier point in time is decisive for the start of the complaint period.

4. If non-conformity is discovered, the Buyer must not move the goods from the inspection site or allow them to be moved until the condition has been established by an expert opinion following expert procedural rules or otherwise bindingly determined. The inspection site is the location where the Buyer identified the non-conformity before lodging the complaint or, failing that, the location where the Buyer should have inspected the goods. If the Buyer violates this restriction, the goods are considered approved.

5. If the Buyer resells and subsequently relocates the goods, the goods are deemed approved unless the non-conformity could not have been identified through proper inspection. Hidden defects can only be claimed as long as the Seller can conduct a control inspection. Late complaints exclude any claims for defects. The Seller is entitled to request a free sample of the disputed goods. Upon the Seller’s request, the disputed goods must be returned to the Seller freight-free. In the event of a justified defect complaint, the Seller will reimburse the cost of the most economical shipping method; this does not apply if the costs increase because the goods are located at a different location than the place of delivery by the Seller.

§ 7 Non-Conforming Goods, Buyer’s Rights

1. If the goods are non-conforming at the time risk passes to the Buyer or in the event described under paragraph 3 below, the Buyer may rescind the purchase contract if the diminished value exceeds 10% of the market price of conforming goods applicable on the relevant date. The non-conforming goods must be credited to the Seller at this market price. § 346 para. 3 no. 3 of the German Civil Code (BGB) applies accordingly. The Buyer may also claim reimbursement for necessary expenditures.

2. The Buyer may demand supplementary performance, either by rectifying the defect or delivering conforming goods, at their discretion and in accordance with § 439 BGB. The Buyer may set the Seller a reasonable deadline for supplementary performance. If this deadline expires without fulfillment, the Buyer may rescind the contract in accordance with paragraph 1 above.

3. In cases where supplementary performance fails (e.g., due to impossibility, unreasonableness, refusal, or undue delay in rectification or replacement), the Buyer may rescind the contract or reduce the purchase price proportionately.

4. The relevant date for determining whether the goods are non-conforming under paragraph 1 above is the date on which the Buyer notifies the Seller of the non-conformity. If an expert opinion is obtained under the rules for expert procedures, the date on which the expert(s) issue the opinion is decisive.

5. If the defect results from the Seller’s fault, the Buyer may claim damages under the conditions outlined in § 8 of these GTC.

6. For defects in goods or items supplied by third-party manufacturers or suppliers that the Seller cannot remedy for practical reasons, the Seller may, at their discretion, pursue warranty claims against the manufacturer and/or supplier on behalf of the Buyer or assign such claims to the Buyer. Warranty claims against the Seller for such defects exist only if the judicial enforcement of the aforementioned claims against the manufacturer and/or supplier has failed or is deemed futile (e.g., due to insolvency). During any such legal proceedings, the statute of limitations for the Buyer’s warranty claims against the Seller is suspended.

7. The warranty period is one year from the delivery of the goods. This period does not apply to damage claims arising from injury to life, body, or health, or from intentional or grossly negligent breaches of duty by the Seller or their agents, or under § 478 BGB, which are subject to statutory limitation periods. The limitation on statutory warranty periods also does not apply to data protection claims by the Buyer.

8. Warranty claims are void if the Buyer modifies or processes the goods or allows third parties to do so without the Seller’s consent, and such actions render defect remediation impossible or unreasonably difficult. In all cases, the Buyer is responsible for the additional costs of defect remediation resulting from such modifications.

§ 8 Liability for Damages Due to Fault

1. The Seller’s liability for damages, regardless of the legal grounds—especially for impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and unlawful acts (hereinafter collectively referred to as the “Statutory Claims for Damages”)—is limited under this § 8 insofar as the Seller’s fault is relevant.

2. Statutory claims for damages beyond the Buyer’s rights stated in § 7 above are excluded, unless the Seller has fraudulently concealed the defect or has provided a guarantee for the condition of the goods. The statutory claims remain unaffected in cases of injury to life, body, or health, gross negligence, or in consumer goods purchases by consumers within the European Union or under the Product Liability Act. Data protection claims of the Buyer are also exempt from this limitation of liability.

3. The Seller is also not liable for simple negligence of its organs, legal representatives, employees, or other vicarious agents, unless this concerns the breach of essential contractual obligations.

4. To the extent that the Seller is fundamentally liable for damages, this liability is limited to damages that the Seller foresaw or, exercising due diligence customary in trade, should have foreseen as a possible consequence of a contractual breach at the time the contract was concluded. Indirect and consequential damages resulting from defects in the goods are only compensable insofar as such damages are typically to be expected during proper use of the goods.

5. The above exclusions and limitations of liability apply to the same extent in favor of the Seller’s organs, legal representatives, employees, and other vicarious agents.

6. If the Seller provides technical information or advisory services that are not part of the contractual scope of performance owed by the Seller, this is done free of charge and without any liability.

§ 9 Retention of Title

1. The goods delivered by the Seller to the Buyer remain the property of the Seller until all secured claims have been fully paid. The goods as well as any goods replacing them under the following provisions covered by the retention of title are hereinafter referred to as “reserved goods.”

2. The Buyer stores the reserved goods free of charge for the Seller.

3. The Buyer is entitled to process and resell the reserved goods in the ordinary course of business until the occurrence of the realization event according to § 9 para. 7 below; pledges and security transfers by the Buyer are not permitted.

4. If the reserved goods are processed or mixed by the Buyer, it is agreed that the processing is carried out on behalf and for the account of the Seller as manufacturer, and the Seller acquires ownership or—if processing involves materials from multiple owners or the value of the processed item exceeds the value of the reserved goods—co-ownership (fractional ownership) of the newly created item in proportion to the value of the reserved goods relative to the value of the new item. If such ownership does not pass to the Seller, the Buyer hereby already assigns their future ownership or co-ownership in the same ratio to the Seller as security. If the reserved goods are connected or inseparably mixed with other items to form a single item and one of these items is regarded as the main item, the Buyer transfers co-ownership proportionate to the main item’s value to the Seller, provided the main item belongs to the Buyer.

5. In the case of resale of the reserved goods, the Buyer hereby assigns to the Seller the resulting claims against the purchaser as security—proportionately in the case of Seller co-ownership of the reserved goods. The same applies to other claims replacing the reserved goods or arising with respect to the reserved goods, such as insurance claims or claims from unlawful acts in case of loss or destruction. The Seller authorizes the Buyer revocably to collect the assigned claims in their own name. The Seller may only revoke this collection authorization in the event of realization.

6. If third parties access the reserved goods, particularly through seizure, the Buyer must immediately indicate the Seller’s ownership rights and inform the Seller to enable enforcement of these rights. If the third party is unable to reimburse the Seller for court or out-of-court costs incurred, the Buyer is liable to the Seller for these costs.

7. Upon Buyer request, the Seller will release the reserved goods or claims replacing them if their value exceeds the amount of secured claims by more than 10%. The Seller has the discretion to select which items to release.

8. If the Seller withdraws from the contract due to Buyer’s breach of contract—especially payment default (realization event)—the Seller is entitled to demand the return of the reserved goods.

§ 10 Final Provisions

1. Governing Conditions & Law:
These General Terms and Conditions of Sale (AVL) and the contractual relations between Seller and Buyer are governed by the Terms and Conditions of the Waren-Verein der Hamburger Börse e.V., Hamburg (WVB), in their current version, excluding international uniform law—especially the UN Convention on Contracts for the International Sale of Goods (CISG) from 11 April 1980. If there are conflicts between these AVL and the WVB, the AVL take precedence.

2. Amendments & Form Requirements:
Changes and additions to these AVL require written form to be effective. This also applies to the waiver of the written form requirement itself. Written form can be satisfied by electronic communication such as fax or email, provided a signed copy of the declaration is transmitted.

3. Dispute Resolution & Jurisdiction:
If the Buyer is a merchant, a public-law entity, or a special public-law fund, disputes—including international ones—are primarily settled by arbitration under the arbitration rules of the Waren-Verein der Hamburger Börse e.V. (“Waren-Vereins-Arbitration”). For disputes reserved for ordinary courts, Hamburg is the exclusive place of jurisdiction.

4. Provision of Terms:
The Seller is obliged to provide the Buyer, upon request, with a current version of the WVB and/or the arbitration rules free of charge.

5. Seller’s Choice of Forum:
The Seller reserves the right to bring legal disputes before ordinary courts instead of arbitration. Hamburg is the exclusive court location for such cases.

6. Buyer’s Duty Before Filing Suit:
The Buyer must give the Seller the opportunity to exercise the choice under point 5 before filing a lawsuit. Upon Buyer’s request, the Seller will declare its choice within seven days; otherwise, the dispute will be decided by arbitration per clause 3.

7. Incoterms Application:
Commercial clauses for goods deliveries are to be interpreted according to Incoterms® 2010.

8. Paragraph Headings:
Headings serve only for clarity and do not affect the interpretation of these AVL or the respective contract.

9. Form of Buyer’s Declarations:
Legally relevant declarations by the Buyer (e.g., setting deadlines, notifying defects, withdrawal, or reduction of price) must be made in writing or text form (e.g., letter, email, fax). Statutory form requirements and proof of authorization remain unaffected.

10. Severability Clause:
If individual provisions of these AVL are or become invalid or unenforceable, the remaining provisions remain effective. Invalid provisions are replaced by the corresponding provisions of the WVB. If these also do not apply, a valid legal regulation that most closely achieves the economic purpose of the invalid clause will apply. This also applies in case of gaps in the contract.

11. Data Protection:
The Buyer agrees that the Seller may collect, store, and process customer data related to the contractual relationship under Art. 6 (1) of the EU General Data Protection Regulation (GDPR) for the purpose of establishing and executing the contract. The Seller reserves the right to transfer data to third parties (e.g., carriers, insurers) as far as necessary and legally permissible for contract fulfillment.

Hamburg, 11th of June 2025