1. Definitions and scope

1.1. In the context of these general terms and conditions of sale the terms: “we”, “us” and ‘our” refer to Greenland Seafood Wilhelmshaven GmbH and the terms “products”, “goods”, “delivery” and ‘order” refer to the items to be delivered on the basis of a contractual relationship to us or to a third party designated by us. “Food” refers to foods and their raw materials, components, excipients and additives.

1.2. Our Our Conditions of Purchase shall apply only to entrepreneurs within the meaning of Sec. 14 German Civil Code (BGB).

2. Area of application, conclusion of contract and written form

2.1. Our purchase conditions shall govern the contract exclusively; any contradictory or divergent provisions of the supplier are rejected unless these are expressly accepted in writing , by us. Our unconditional acceptance of deliveries and payments does not constitute any consent to the Supplier’s contrary terms and conditions.

2.2. All agreements including any contractual amendments concluded between us and the Supplier for the purpose of the performance of this contract shall be set down in writing.

2.3. The Supplier must accept our order in writing within 3 days. Supplier bids shall only be accepted by means of our written order or confirmation. If the Supplier’s declaration of acceptance varies from our order, a contract shall only come into existence if we were expressly notified of the deviation and consented to the variation in writing. Our unconditional acceptance of deliveries and payments does not constitute any consent to variations in the Supplier’s declaration of acceptance.

2.4. Reimbursements for visits, the preparation of bids, costs estimates, projects, designs and trial shipments shall only be made if separately agreed.

2.5. We reserve the ownership rights and copyrights to for-mulae, diagrams, drawings, calculations, specimens, models, brands, layouts, storage media and similar resources and documents as far as they were provided to the Supplier by us or were created on our instructions. They must not be disclosed to third parties and must be used exclusively for production on the basis on the basis. They must be stored free of charge, secured against fire and theft and must be returned without any demand being made after the order has been completed. Records must be deleted or destroyed according to agreement. Rights of retention to the indicated resources and documents are excluded. Clause 11 of these terms and conditions shall also apply.

2. Prices, payment conditions, transfer ban

3.1. The purchase price set forth in the order is binding. Unless otherwise agreed, “Free domicile” (“DDP – Delivered Duty Paid” according to INCOTERMS 2010 for foreign suppli-ers and deliveries from abroad) includes appropriate packag-ing.

3.2. The applicable rate of statutory sales tax must be indi-cated separately in the Supplier’s bid and invoice. Invoices that do not satisfy this condition shall not be accepted. We are entitled to withhold payment until an invoice satisfying this condition is presented. This is applicable regardless of other statutory rights of retention.

3.3. Unless otherwise agreed, invoices are to be issued in Euros. We can only process invoices if they contain the order number indicated in our order and the Supplier shall be liable for all consequences of non-compliance with this obligation if it does not demonstrate that it is not responsible for this.

3.4. Unless otherwise agreed, payments shall be made 30 days after receipt of invoices with a 3% discount or within 60 days net. If the goods are not complete or are not in a contractually stipulated condition at the time of receipt of in-voices, the payment term shall only commence from the time the goods have all arrived at the destination or until the contractually stipulated condition has been established there. The place of performance for our payments is Wilhelmshaven.

3.5. We are entitled to claim set-off and rights of retention as provided by statutory law. The Supplier’s claims against us can only be assigned to third parties with our consent. This shall not apply to assignments as part of factoring agree-ments. The Supplier shall only be entitled to the rights of set-off and retention with respect to undisputed or statutorily established claims.

3.6. The ownership of supplied goods shall pass to us on payment. We are entitled to further process the goods after delivery as part of our business activities and to dispose of them. The assertion of contrary or additional rights of own-ership (such as extended retentions of title, current account retentions or multiple reservations, for example) is expressly rejected.

3.7. The Supplier shall guarantee our deposits from contracts for technical equipment, e.g. machinery, by means of a bank guarantee. The deposit shall be paid concurrently with the submission of the surety bond. Unless otherwise agreed, the payments arising from these contracts shall be made in a 30-30-40 ratio (30% deposit/ 30% on delivery/ 40% after suc-cessful inspection).

4. Delivery, delivery period, risk

4.1. Unless otherwise agreed, the place of performance is our factory premises at Flutstraße 84 in Wilhelmshaven.

4.2. Unless otherwise agreed, deliveries must be made “free domicile” (“DDP- Delivered Duty Paid” according to INCO-TERMS 2010 for foreign suppliers or deliveries from abroad) with appropriate packaging on working days during our normal working hours at the final destination within our premises. The transport, offloading and setup of the goods at the final destination shall be at the Supplier’s risk. The risk of loss shall only pass to us after the delivery has been handed over to or accepted by us.

4.3. The term of delivery set forth in the order is binding. If the Supplier culpably fails to meet a delivery deadline defined or definable by a calendar date, it shall be deemed to be in default without notice or setting of deadlines. This deemed default shall take effect at the end of a day indicated as the calendar – defined delivery date or at the end of the last working day of an indicated calendar week and at the end of the last working day of an indicated calendar month. Saturdays are not working days.

4.4. The supplier is obliged to give us immediate notice if circumstances occur or if such circumstances become apparent that will make it impossible to meet the agreed term of delivery.

4.5. If a delay in delivery occurs we are entitled to a statutory claim. In particular, if a reasonable deadline for performance or supplementary performance expires without any result, we shall be entitled to withdraw from the contract and to demand compensation instead of performance.

4.6. Without prejudice to our statutory rights, in the event of a culpable default in delivery, we shall be entitled to demand a contractual penalty of 0.5% of the net order value per week or part thereof, up to a maximum of 5% of the net order value for the late delivery. Contractual penalties paid will be taken into account in claims for compensation due to late delivery.

4.7. We are not obliged to accept partial or advance shipments without prior consent. Such deliveries may be rejected or stored at the Supplier’s expense and risk.

4.8. The Supplier must indicate our order data precisely on all shipping documents and delivery notes and the batch number for various batches must also be indicated when required. If it fails to do so, we shall not be liable for any delays in the processing of the shipment.

5. Involvement of subcontractors

The involvement of subcontractors requires our prior written consent. Subcontractors and the scope of their deliveries and performance must be indicated in bids. With respect to the tasks assumed by the subcontractor, the Supplier must impose on the Subcontractor all obligations relating to the tasks it has taken on that the Supplier has assumed with respect to us and ensure the Subcontractor’s compliance therewith. In particular, the Supplier must ensure and verify where neces-sary that the Subcontractor is aware of and complies with all relevant legislation and occupational safety devices in the area of food processing.

6. Qualities (food)

6.1. The Supplier warrants that the delivered goods meet the contractually agreed quality requirements (raw material specifications), especially the characteristics indicated in our order or order confirmation and are suitable in every respect for the intended purpose, if expressly or tacitly agreed. If changes in the composition of the delivered goods are planned, the supplier is required to inform unasked the customer and ask for confirmation of the changes.

6.2. The Supplier must only deliver goods whose composi-tion, quality, packaging, declaration and specifications correspond to currently applicable statutory provisions and requirements. The Supplier must ensure compliance with the provisions of German legislation concerning food, commodities and feed including the Food Labelling Directive, all relevant supplementary legislation and regulations, provisions of European food law as well as national or international technical guidelines in all respects.

6.3. The Supplier warrants that the goods satisfy hygiene and microbiological criteria, are free from pathogenic germs and meet generally accepted standards with respect to chemistry and histology. Maximum values shall be established in separate raw material specifications. Furthermore, the goods must be fully traceable to the producer if not produced by the Supplier.

6.4. The Supplier warrants that refrigerated goods will only be transported in refrigerated trucks and deep-frozen foods will only be transported with vehicles which comply with the current version of the Quick Frozen Food Directive.

6.5. The Supplier warrants that the supplied goods are non-GMO. The use of genetically modified or irradiated raw materials and halogenated synthetic substances in the production, processing or packaging of the goods is not permitted.

6.6. The Supplier warrants that the packaging it used does not affect the quality of the supplied goods negatively and guarantees that it is disposable in accordance with applicable regulations.

6.7. Every container must display the production and best-before dates, the lot number and, at our request, an EAN code also, which must be readable with an off-the-shelf scanner.

6.8. Shipments of goods contrary to applicable statutory provisions and breaches of Sections 6.1 to 6.7 with the ex-ception of absent EAN codes shall constitute a breach of an essential contractual provision.

7. Qualities (technology)

Technical deliveries, especially the machines constructed or supplied for us, must comply with generally recognised rules of technology. The Supplier shall assure us of compliance with the currently applicable statutorily permitted noise levels.

8. Notice of defect

8.1. We are obligated to control the goods within an appro-priate period for visible discrepancies in terms of quality and quantity. Complaints on our part shall be deemed timely if received by the Supplier within a deadline of 5 working days of receipt of the goods. With respect to hidden defects, the same deadline shall apply, calculated from the time of the defect’s discovery.

8.2. Quality control procedures/acceptances/complaints related to technical deliveries of machines constructed or supplied for us shall be established separately through contractual parameters.

8.3. We are entitled to assert unabridged statutory defect claims. In any case, we are entitled to demand the removal of defects or delivery of a new item or new goods from the Supplier at our choice. The Supplier shall bear all necessary costs incurred for the purpose of removal of defects or replacement deliveries. Amendments shall be deemed failures after a first unsuccessful attempt. We expressly reserve the right in compensation and in particular the right in compen-sation instead of performance.

8.4. In the event of imminent danger, we are entitled to undertake the removal of defects ourselves at the Supplier’s expense.

8.5. The prescription period for claims for defects shall be 36 months and shall start to run once risk has passed. Longer statutory deadlines and guarantees of quality and durability remain unaffected.

9. Product liability, exclusion and limitation of liability

9.1. The Supplier must maintain product liability insurance with a lump-sum coverage of 10 million euro per person/cases of damage and is additionally required to send us a copy of the liability policy not later than 10 days after the conclusion of the contract.

9.2. The product liability insurance coverage amount does not constitute a limitation of liability. Additional claims for compensation to which we are entitled remain unaffected.

9.3. If the Supplier is responsible for product damage, it must hold us harmless at first demand against all third-party claims for compensation if the cause lies within its sphere of control and organization.

9.4. As part of its liability for cases of damage, the Supplier is also required to reimburse all costs incurred from or in connection with a product recall procedure carried out by us. We shall notify the Supplier as to the contents and extent of any recall measures to be undertaken insofar as such is reasonable and possible and shall provide the Supplier with the opportunity to comment. Thereby, other legal claims remain unaffected.

9.5. Any exclusions or limitations of liability in the Supplier’s general terms and conditions are expressly rejected. Such terms require an individual written agreement to be valid.

10. Third party rights

10.1. The Supplier warrants that no third-party rights shall be infringed with the supply of the goods and their use as stipulated in the contract. This applies mainly to patent and trademark rights, utility models and industrial designs and other intellectual property rights.

10.2. If a third party asserts a claim against us, the Supplier must hold us harmless against these claims at the first written demand. The duty of indemnification of the Supplier shall relate to all expenses incurred from or in connection with recourse of third parties.

10.3. If we are prevented from selling supplied goods due to the assertion of a third party’s claims, the Supplier must take these goods back and refund us the purchase price paid. Further claims, such as for compensation for loss due to non-performance of binding supply agreements with our clients, for example, remain unaffected.

10.4. The prescription period shall be 36 months and shall start to run once risk has passed.

11. Information and confidentiality

11.1. If we provide the Supplier with formulae, samples, logos, layouts, sample packaging or similar resources and documents for production purposes, this shall be done on a loan basis and we shall be entitled to demand their return at any time. The Supplier must label the aforementioned re-sources as being in our ownership and may not sell, pledge or otherwise dispose of them as far as this is associated with a loss of rights for us.

11.2. The resources and documents listed in Section 11.1 must be handled confidentially and should not be reproduced or used for other purposes without our consent and must be returned to us at first demand. The Supplier must maintain these resources in usable condition at its own expense. Any damage must be reported to us immediately.

11.3. All the technical data and business information we have disclosed to the Supplier, such as, for example, in formulae, on diagrams, in drawings, samples, layouts, calculations or other resources and documents irrespective of the storage medium in which they are contained are trade and business secrets (§ 17 of the Unfair Competition Prevention Act) and must therefore be kept strictly confidential by the Supplier unless this information is already generally known or obtainable from generally accessible sources. The confidentiality obligation shall continue to exist after the end of the contractual relationship. We also undertake to maintain confidentiality if supplier information is characterised as “confidential” or there is an obvious interest in its being confidential.

12. Court venue

If the Supplier is a merchant, our place of business shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship. We may also decide to institute proceedings against the Supplier at its place of general jurisdiction, at our discretion.