§ 1 General, scope of application

(1) These General Terms and Conditions of Sale ("GTCS") shall apply to all our business relations with our customers ("Buyer"). The GTCS shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) The GTCS apply in particular to contracts for the sale and/or delivery of movable items ("goods"), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (§ 433, 651 BGB). Unless otherwise agreed, the GTCS shall apply in the version valid at the time of the Buyer's order and most recently communicated to the Buyer in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

(3) Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer's General Terms and Conditions.

(4) Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTCS. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation.

(5) Legally relevant declarations and notifications to be made to us by the Buyer after the conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing in order to be effective.

(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, legal provisions shall apply, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.

(7) Gourmare GmbH has the right to assign its claims against the customer to a third party.

§ 2 Conclusion of contract

(1) Our offers are subject to change and non-binding. This also also apply if we have provided the Buyer with product descriptions or other documents - also in electronic form - to which we reserve property rights and copyrights.

(2) The order of the goods by the Buyer is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within 2 days after its receipt by us.

(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer.

§ 3 Delivery period and delay in delivery

(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Buyer of this immediately and at the same time inform the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the Buyer. A case of non-availability of the service in this sense is in particular the failure of our producer or supplier to deliver to us in good time if we have concluded a congruent hedging transaction, neither we nor our producer or supplier are at fault or we are not obliged to procure in the individual case.

(3) The rights of the Buyer pursuant to § 8 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent fulfilment), shall remain unaffected.

§ 4 Delivery, Transfer of Risk, Acceptance, and Acceptance Delay

(1) Delivery is made from the warehouse of our sub-locations, where the place of performance for the delivery and any subsequent fulfillment also is. At the request and expense of the buyer, the goods will be shipped to another destination (shipment sale). Unless otherwise agreed, we are entitled to determine the method of shipment (particularly the transport company, shipping route, and packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the goods passes to the buyer at the latest upon transfer. However, in the case of shipment sale, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay already passes upon delivery of the goods to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. The transfer or acceptance is equivalent if the buyer is in delay of acceptance.

(3) Gourmare GmbH is entitled to increase or decrease the quantity agreed in the contract by up to 10%. In this case, the delivery is deemed to be properly fulfilled as long as the delivered quantity is within the aforementioned range. The buyer has no claim to supplementary delivery or compensation for damages in this case.

(4) If the buyer is in delay of acceptance, fails to cooperate, or our delivery is delayed for other reasons attributable to the buyer, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs).

§ 5 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our net/net prices agreed at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value added tax(VAT).

(2) In the case of sale by delivery to a place other than the place of performance (§ 4 para. 1), the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the duties shall be borne by the Buyer.

(3) The purchase price is due and payable within 10 days of invoicing and delivery of the goods. However, we are authorised at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

(4) The Buyer shall be in default upon expiry of the above payment period. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

(5) The Buyer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular pursuant to § 7 para. 6 sentence 2 of these GTCS.

(6) If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardised by the Buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB).

§ 6 Retention of title

(1) We reserve title to the goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship ("secured claims").

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. seizures).

(3) In the event of breach of contract by the Buyer, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) The Buyer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with (4) (c) of these GTCS below. In this case, the following provisions shall apply in addition.

(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combination of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Buyer stated in § 6 (2) of these GTCS shall also apply in consideration of the assigned claims.

(c) The buyer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer fulfils his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with § 6 (3) of these GTCS. If this is the case, however, we may demand that the Buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer's authorisation to resell and process the goods subject to retention of title.

(d) If the realisable value of the securities exceeds our secured claims by more than 10%, we shall release securities of our choice at the buyer's request.

§ 7 Claims for defetcts of the Buyer

(1) The goods must be inspected for damage/defects immediately upon receipt.

(2) The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer remain unaffected (supplier recourse according to §§ 478, 479 BGB).

(3) The basis of our liability for defects is above all the agreement reached on the quality of the goods. The product descriptions designated as such (including those of the manufacturer) which were provided to the Buyer prior to his order or which were included in the contract in the same way as these GTC shall be deemed to be an agreement on the quality of the goods.

(4) Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (Section 434 (1) sentences 2 and 3 BGB). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(5) The Buyer's claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If a defect is discovered during the inspection or later, we must be notified of this immediately in writing. The notification shall be deemed immediate if it is made immediately after acceptance of the goods, whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the buyer must notify us in writing of obvious defects (including incorrect and short deliveries) within two weeks of delivery, whereby the timely dispatch of the notification is also sufficient to meet the deadline. If the Buyer fails to carry out the proper inspection and/or report defects, our liability for the unreported defect shall be excluded.

(6) If the delivered item is defective, the buyer may initially demand, at his discretion, either rectification of the defect (repair) or delivery of a defect-free item (replacement delivery) as subsequent fulfilment. If the buyer does not declare which of the two rights he chooses, we can set him a reasonable deadline for this. If the buyer does not make the choice within the deadline, the right to choose shall pass to us upon expiry of the deadline.

(7) We are entitled to make the subsequent fulfilment owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

(8) The Buyer shall give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions.

(9) We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for the costs arising from the unjustified request to remedy the defect (in particular inspection, transport costs), unless the lack of defectiveness was not recognisable to the Buyer.

(10) In urgent cases, e.g. if operational safety is jeopardised or to prevent disproportionate damage, the Buyer shall have the right to remedy the defect itself and to demand compensation from us for the expenses objectively necessary for this purpose. We must be notified immediately, if possible in advance, of any such self-remedy. The right of self-remedy does not exist if we would be entitled to refuse a corresponding subsequent fulfilment in accordance with the statutory provisions.

(11) If the subsequent fulfilment has failed or a reasonable deadline to be set by the buyer for the subsequent fulfilment has expired unsuccessfully or is dispensable according to the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect right of cancellation.

(12) Claims of the Buyer for damages or reimbursement of futile expenses shall only exist in accordance with § 8, even in the case of defects, and are otherwise excluded.

§ 8 Other liability

(1) Unless otherwise stated in these GTCS, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs), only

a) for damages resulting from injury to life, body or health,

b) for damages arising from the not insignificant breach of a material contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

(3) The limitations of liability resulting from § 8 (2) of these GTCS shall also apply in the event of breaches of duty by or in favour of persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the Buyer under the Product Liability Act.

(4) The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of cancellation on the part of the Buyer (in particular pursuant to §§ 651, 649 BGB) is excluded. In all other respects, the statutory conditions and legal consequences apply.

§ 9 Limitation

(1) Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material and legal defects is defects of title shall be one year from delivery.

(2) Section 9 (1) of these GTCS shall not affect special statutory provisions on the statute of limitations (in particular Sections 438 para. 1 no. 2; 438 para. 1 no. 1, para. 3, 444, 479 BGB).

(3) The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, the Buyer's claims for damages pursuant to § 8 (2) sentence 1 and sentence 2(a) of these GTCS and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 10 Choice of Law and Jurisdiction

(1) These GTCS and the contractual relationship between us and the Buyer shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in 22085 Hamburg, Winterhuder Weg 29. The same shall apply if the Buyer is an entrepreneur within the meaning of § 14 BGB (German Civil Code). However, in all cases we shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GTCS or an overriding individual agreement or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

§ 11 Assignment

Gourmare GmbH is authorised to assign claims against buyers based in Germany and EU countries to abcfinance GmbH, Kamekestr. 2-8, 50672 Cologne, for refinancing purposes. The buyer will be informed upon conclusion of the contract whether the claim has been assigned. In these cases, payments with debt-discharging effect can only be made to abcfinance GmbH. The buyer will be informed of their bank details when the contract is concluded.