GTC

General Terms and Conditions of ARCTIS Tiefkühlbackwaren GmbH, Ehningen

Status of the GTC 24.01.2011

§ 1 General remarks

The following General Terms and Conditions apply to all offers, acceptance of offers and sales. They shall apply to merchants and other entrepreneurs, legal entities under public law and special funds under public law; they shall apply to other persons to the extent permitted by law. Any deviating terms and conditions of the customer are hereby rejected; such terms and conditions shall only become effective vis-à-vis Arctis if we expressly agree to them in writing.

§ 2 Conclusion of contract

1. All offers are subject to change unless we expressly designate the offer as binding. The binding liability of our offers may also be limited in time. In all other cases, other offers are to be understood as a request to submit an offer.

2. Insignificant deviations of the goods with regard to shape, color and / or weight remain reserved, they do not constitute a defect, as far as they are customary in the trade and reasonable for the customer. Sales documents and contents in our Internet store do not constitute a guarantee of properties; they are merely an invitation to submit an offer and serve as orientation for the customer.

3. By ordering the goods, the customer makes a binding declaration that it wishes to purchase the ordered goods. Arctis shall be entitled to accept the offer contained in the order within two weeks of receipt. Acceptance may be declared either in writing, by issuing the invoice or by delivery of the goods.

4. If the customer orders the goods electronically, the obligation to confirm the order in accordance with § 312 e Abs. 1 BGB with the exception of § 312 e Abs. 1 No. 4 BGB is expressly excluded.

5. If Arctis accepts the customer’s order, delivery of the goods shall be arranged immediately after receipt of the order within the statutory period (§ 147 BGB). Acceptance of the order shall constitute the conclusion of the contract. The contract is concluded subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with the supplier. The customer shall be informed immediately that the service is not available. Any consideration already paid by the customer shall be refunded without delay. If Arctis is prevented from fulfilling a delivery obligation due to the occurrence of unforeseeable events affecting Arctis or its suppliers, which could not have been averted even with reasonable care under the circumstances, e.g. war, natural disasters and force majeure, the delivery period shall be extended accordingly. Arctis shall also inform the Customer of this without delay. This shall not affect the Customer’s statutory claims.

§ 3 Retention of title

1. We reserve title to the goods until all claims arising from an ongoing business relationship have been settled in full.

2. The customer is obliged to inform us immediately of any access by third parties to the goods, for example in the event of seizure, as well as damage to or destruction of the goods. The customer must notify us immediately of any change of ownership of the goods or of his own change of residence.

3. We are entitled to withdraw from the contract or demand the return of the goods in the event of breach of contract by the customer, in particular in the event of default in payment or breach of one of the aforementioned obligations.

4. The customer is entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice amount which accrue to him against a third party as a result of the resale. We accept the cession. After the cession, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the customer does not properly meet his payment obligations and is in default of payment. If we assert rights from the retention of title, the customer must disclose to us the purchasers of the resold goods and the amount of the resulting claim.

5. Defenses and objections against the claim for return to which we are entitled or the claims assigned to us hereunder are excluded. In order to determine the goods subject to retention of title, we are irrevocably entitled to enter the customer’s warehouse ourselves or through an authorized representative.

§ 4 Remuneration

1. Our prices stated in the offer are subject to the reservation that no changes have been made to the offer. The prices do not include the respective statutory value added tax. The prices apply free domicile Germany, unless otherwise agreed in the offer.

2. The customer undertakes to pay the purchase price immediately upon receipt of the invoice, unless otherwise agreed. After expiry of the deadline, default occurs without the need for a reminder. During the period of default, the customer shall pay interest on the debt at a rate of 8 percentage points above the base interest rate (§ 288 BGB) from the due date until full payment of the debt. The customer is entitled to prove that the delay has caused no or less damage.

3. The customer shall only have a right of set-off if his counterclaims have been legally established or recognized by us.

4. We may revoke any payment terms practiced or agreed at any time with reasonable notice.

5. If, after conclusion of the contract, Arctis becomes aware of facts which, according to its best commercial judgment, indicate a significant deterioration in the customer’s financial position or creditworthiness, in particular default in payment by other suppliers, Arctis shall be entitled to demand advance payment or securities and, in the event of refusal, to withdraw from the contract, whereby payments for partial performance already rendered shall become due immediately. Without prejudice to any other claims or rights, Arctis shall be entitled in the event of default of payment to terminate or rescind the contract, to claim damages and/or to make further deliveries from the same legal relationship dependent on advance payments for the duration of the payment arrears until the outstanding claim arising therefrom has been settled and/or to cancel the remaining quantity in whole or in part after a further reminder has been issued in vain with a grace period, without the need for a threat of refusal.

§ 5 Dispatch and delivery, transfer of risk

1. The goods are always delivered from the company’s registered office in Ehningen.

2. Partial deliveries, which Arctis is generally entitled to make without notifying the Customer, shall be deemed to be deliveries in themselves, which may also be invoiced separately.

3. Unless Arctis has expressly agreed in writing that they are binding, delivery dates and deadlines shall be deemed to have been agreed only approximately and shall not constitute a promise of delivery. If the agreed delivery time is exceeded, claims for damages due to negligent breach of contract by the Customer shall be excluded. If timely delivery is prevented by unforeseeable events or events for which we are not responsible, e.g. force majeure, disruption of production, shipment or transportation, the delivery period shall be extended appropriately by the duration of the hindrance, insofar as this is reasonable for the customer. If, as a result of such circumstances, the performance of the contract becomes unreasonable for one of the parties, it may withdraw from the contract after giving at least one week’s notice. Claims for damages are excluded in these cases.

4. If the Customer is in default of acceptance, this shall be deemed equivalent to handover. If the goods are dispatched to the Customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the Customer upon dispatch to the Customer, at the latest when the goods leave the warehouse of Arctis. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

5. Transport and other packaging within the meaning of the Packaging Ordinance will not be taken back.

§ 6 Warranty and exclusion of liability

1. We confirm that all goods delivered by us comply with the statutory provisions with regard to their composition, quality, packaging, declaration and goods specification. For defects of the goods within the meaning of § 434 BGB, Arctis shall, at our discretion, repair or replace the goods.

2. This presupposes that the customer has inspected the delivered goods in accordance with § 377 HGB (German Commercial Code) immediately upon receipt. Any complaints must be made in writing to Arctis immediately after discovery, but at the latest within 2 days, and in any case before any further sale or processing. Further statutory obligations shall remain unaffected. No warranty shall apply if this deadline is not met. The goods must be stored and handled properly until they have been inspected. Returns without prior agreement and without our consent cannot be accepted. Complaints with regard to defects must be determined and certified by the deliverer without delay. The Buyer shall be obliged to provide Arctis with the defective object of purchase or samples thereof upon request. In the event of culpable refusal, the warranty shall lapse.

3. Claims of the customer for the expenses necessary for the purpose of subsequent performance are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s branch office, unless the transfer corresponds to their intended use.

4. Claims for defects shall lapse 12 months after delivery to the customer.

5. If the supplementary performance fails, the customer may, at his discretion, demand a reduction in payment or withdraw from the contract. If the customer withdraws from the contract due to a material defect after subsequent performance has failed, he shall not be entitled to any additional compensation for the defect.

If the customer chooses compensation for damages after subsequent performance has failed, the goods remain with the customer and become his property. The amount of compensation shall be limited to the difference between the purchase price and the value of the defective goods.

6. To the extent that Arctis is not the manufacturer of the delivered goods, warranty claims against Arctis may only be asserted to the extent that the manufacturer is liable to Arctis. In addition, such claims shall be subject to compliance with Arctis’ own obligations, in particular the obligation to give notice of defects. The general limitations of liability according to the following § 7 shall apply to claims for damages.

§ 7 Limitations of liability

1. Further claims of the customer, in particular for damages, including incidental or consequential damages, irrespective of the legal grounds, are excluded. This shall not apply if

a) Arctis is liable under mandatory statutory provisions, such as product liability law,

b) Arctis has fraudulently concealed a defect or given a guarantee,

c) the damage is due to intent or gross negligence on the part of Arctis, its legal representatives or vicarious agents or a negligent breach of material contractual obligations by these persons, or

d) a culpable breach of duty by Arctis, its legal representatives or vicarious agents has led to bodily injury or damage to health.

2. In the event of simple negligence, Arctis’ obligation to pay compensation shall be limited to the foreseeable damage typical of the contract.

3. The above provisions shall apply accordingly to direct claims of the Customer against the legal representatives or vicarious agents of Arctis.

4. Claims for damages by the customer due to a defect shall lapse 12 months after delivery of the goods. This shall not apply if fraudulent intent is reproachable.

§ 8 Data protection

The customer is hereby informed and acknowledges that Arctis uses the personal data obtained in the course of its business activities solely for the purpose of processing and managing the contractual relationship.

Arctis expressly undertakes to comply with all laws and legal provisions on data security and data protection.

These data protection laws include in particular, but are not limited to, the German Federal Data Protection Act (BDSG) and the legislative requirements at EU level in their respective current versions.

§ 9 Final provisions, place of performance and jurisdiction

1. Place of fulfillment is Ehningen.

2. The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of Arctis. The same shall apply if the Customer has no general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is filed.

3. Arctis shall also be entitled, at its option, to bring an action before the court having jurisdiction over the Buyer’s registered office or before any other court which may have jurisdiction under national or international law. In the event of the assignment of claims by Arctis, the assignee shall also have the right to choose the place of jurisdiction.

4. Should individual provisions of these terms and conditions be or become invalid or unenforceable or contain loopholes, this shall not affect the validity of the remaining provisions. The contracting parties undertake to replace the invalid, unenforceable or missing provisions with provisions that come as close as possible to the meaning and economic purpose and the intention of the contracting parties.