General Terms and Conditions of

AMIDORI Food Company GmbH & Co. KG

Issue date: January 2018

I. General

1. The following General Terms and Conditions of AMIDORI shall be solely applicable to all contracts arising from the business relationship with the contractual partner even if they have not been explicitly specified as contractual basis for any follow-up transactions. General Terms and Conditions of the contractual partner shall not be accepted.

2. Subsidiary agreements, amendments or supplements shall be valid only if explicitly confirmed in writing by AMIDORI.

3. All our offers are subject to change. Agreements made orally, commitments, guarantees granted by our employees in connection with the formation of the contract shall become binding upon AMIDORI’s confirmation in writing.

4. All data and information given in our brochures or any other descriptions concerning our products, ingredients, features and characteristics shall be considered as descriptive and approximatively only unless having been confirmed expressly as legally binding in writing. Any guarantee concerning quality or durability must be explicitly granted in writing.

II. Prices and Terms of Payment

1. All prices are quoted ex works from the premises or warehouse, including packaging, however excluding costs of insurance and transport as well as duties, customs and other levies. The relevant statutory value added tax shall apply additionally. In case AMIDORI organizes the transport of the goods any and all costs arising insofar shall be invoiced additionally.

2. The prices quoted are fixed prices for a period of four months from the conclusion of the contract. Upon expiration of this period AMIDORI shall be entitled to charge the list price valid on the day of delivery as long as the parties do not agree on other terms.

3. In case duties, taxes or external costs change more than four weeks later to the conclusion of the contract which are included in the purchase price or in case they are claimed for the first time AMIDORI shall be entitled to a corresponding adaption of the purchase price. This applies also if the deliveries have not yet been made.

4. Amendments and modifications subsequent to the formation of the contract require mutual agreement including but not limited to additional costs resulting from the amendment or modification.

III. Obligations of the contractual partner to cooperate

1. Time limits agreed upon in the contract shall begin only if and insofar the contracting party has completely fulfilled any and all obligations and duties to cooperate resulting from the contract or from the nature of the contract, including but not limited to the delivery of all information, documentation etc. required.

2. In case the contracting party collects the goods itself it shall be obliged to collect them within a period of one week following the information by AMIDORI that the goods are ready for delivery unless otherwise agreed upon. If the contracting party fails to do so AMIDORI shall be entitled to make use of its rights granted by law.

3. In case the contracting is in delay to collect the goods AMIDORI shall be entitled to invoice an amount corresponding to the warehouse storage charges per pallet and per day regularly charged by warehouse keepers. Alternatively AMIDORI shall be entitled upon its sole discretion to have the goods stored with a third party if and insofar this has no negative impact on the quality of the goods. Any and all costs and risks resulting from the storage shall be borne by the contracting party.

4. If the contracting party refuses to collect the goods without giving a reason, AMIDORI shall be entitled to claim for a lump sum of 25 % of the purchase price in order to cover its damages and costs, unless AMIDORI proves evidence that the actual damage is higher or unless the contracting party proves evidence that the damage is lower.

IV. Modalities of delivery/Time of Delivery

1. Unless otherwise agreed in the individual case, all deliveries are performed ex works AMIDORI (EXW as per INCOTERMS 2010).

2. AMIDORI will perform its duties to deliver the goods under the precondition that pre-suppliers have fulfilled their duties in the right time and meeting the agreed specifications, unless such failure of fulfillment of contractual obligations had been caused negligently or willfully by AMIDORI.

3. Any and all references as to time of delivery or period of delivery shall be made approximatively only without being legally binding, unless otherwise agreed upon explicitly in the contract. The contractual partner shall have no claims for damages due to late delivery, even if an extension period was granted to AMIDORI has elapsed, unless AMIDORI acted intentionally or with gross negligence. In this case, the claims for damages of the contractual partner shall be limited to 5 % of the net order value. AMIDORI shall not be liable for any indirect damage or atypical consequential damage. If and insofar AMIDORI is in delay to perform its duties and obligations under the contract, the contractual partner has to grant an appropriate additional period of time first, upon expiration of which the contractual party shall be entitled to withdraw from the contract in accordance with the provisions of § 323 sec. 2 No. 2 German Civil Code (BGB).

4. In cases of force majeure AMIDORI shall be entitled to extend the delivery of goods for a period of time which corresponds to the duration of the impediment including a reasonable period of time to get started again once the event of force majeure has expired or to withdraw from the fulfillment of the parts of the contract that have not yet been performed. This applies also if an event of force majeure occurs while AMIDORI is in delay with the performance of its contractual obligations. Events of force majeure shall mean that their performance is delayed or prevented by any cause beyond such Party's control, including, but not limited to, terrorist acts, fire, break down of machinery, explosion, war, civil strife, riots or government action, natural disaster or bad harvests in view of the raw materials needed for the manufacturing of the goods or any and all events beyond the control of AMIDORI that have a severe impact on the execution of the contract or make execution impossible, irrespective whether such events take place with AMIDORI, the manufacturing entity o
with a pre-supplier. If and insofar the further execution of the contract becomes unacceptable due to such event of force majeure, in particular, if the performance of substantial parts of the contract have been delayed, each party shall be entitled to rescind the contract, however waiving any and all claims insofar for the parties regarding the part of the contract having not been performed. Parties shall not be entitled to any claims in view of the parts of the contract that have not been fulfilled due to the event of force majeure.

V. Shipments, Transfer of risk, Partial deliveries

1. In case AMIDORI is ready to organize the transport for the contracting party, AMIDORI shall determine the modalities of transportation including but not limited to the way of transportation, the means of transportation, the carrier. Should the contracting party, due to whatever reason, not take the ordered goods, AMIDORI is entitled to claim cost coverage for packaging materials that were specifically produced or purchased for the contracting party and which cannot be used otherwise due to layout, design or print. This is also valid if AMIDORI has committed to purchase such materials according to an agreed forecast or other plan of the contracting party and if the contracting party decides to no longer order the agreed on plan quantities.

2. Upon delivery of the goods to a carrier, however upon leaving the manufacturing premises or the warehouse at latest, the risk concerning the goods, including a warrant of attachment, shall pass to the contractual party. AMIDORI shall not be obliged to take out transportation insurance unless this is expressly requested by the contractual partner. The costs shall be borne by the contractual partner.

3. AMIDORI shall be entitled to partial and premature deliveries to a reasonable quantity, unless otherwise agreed upon explicitly.

4. Deliveries exceeding the contractually agreed quantities shall be allowed up to a quantity of 10 %. Same shall apply to deliveries falling short up to this quantity. The contracting party shall be obliged to accept and pay the quantity having been actually delivered.

VI. Due date, Offsetting, Right of Retention

1. The purchase price shall become due and payable upon issuance of the invoice and has to be paid within 30 days from the invoice date – strictly net without deductions concerning a cash discount, expenses, taxes and other fees. AMIDORI shall be entitled to claim for payment granting an appropriate period of time even before the expiration of the aforementioned period.

2. Offsetting against counterclaims of any type or the assertion of any rights of retention shall be excluded unless the counterclaim is undisputed or has been legally established.

3. In case the prerequisites as required under § 321 German Civil Code (BGB) apply AMIDORI shall be entitled in addition, to require advance payment of all claims resulting from the business relationship between the parties, make use of a right of retention regarding goods that have not yet been delivered and stop any and all activities in view of orders until complete payment or the provision of a security. Furthermore, AMIDORI shall be entitled to forbid the resale of goods delivered under retention of title, to demand their return or
the transfer of indirect possession at the expense of the contractual partner and to revoke any direct debit authorization.

4. If the contracting party is in delay concerning his duties to pay the purchase price, the legal provisions shall apply. According to § 288 sec. 2 BGB a default interest at 9 percentage points above the basic interest rate without prejudice to the assertion of any other rights shall apply.

VII. Retention of Title

1. AMIDORI retains title to all delivered goods until all its claims resulting from the business relationship with the contracting party have been fulfilled, irrespective the legal basis, including but not limited to future claims as well as to conditional claims, of claims in connection with contracts that are concluded upon at the same time or later on.

2. The contractual partner shall be allowed to sell the goods subject to retention of title only in the ordinary course of business applying his normal business conditions and only as long as he is not in default. He is entitled to resell the goods on the condition only that any claim deriving from the resale is assigned to AMIDORI in accordance with subsections 3 to 5 below. The contractual partner shall not be entitled to dispose otherwise of the goods, including any pledge or transfer of ownership by way of security.

3. The contractual partner assigns to AMIDORI any and all claims resulting from the resale of goods subject to retention of title, regardless of whether they are sold to one or several purchasers. AMIDORI accepts the assignment. Upon AMIDORIs request, the contractual partner shall be obligated to immediately notify his customer about the assignment to provide AMIDORI any and all information and documentation needed for the collection of the claims by AMIDORI. The assigned claims shall serve as a security in the same way as the goods subject to retention of title. In case the contractual partner resells the goods subject to retention of title together with other goods not having been delivered by AMIDORI the assignment
of the contractual partners’ claims against his customer shall be assigned only insofar as they refer to the goods delivered by AMIDORI. In case the claim resulting from the resell of the goods becomes part of an open account relationship, the contractual partners’ claim regarding such open account shall be assigned to AMIDORI completely. After confirmation of the balance the contractual partners claim shall be replaced by the confirmed account balance until to the amount which equals to the claim originally assigned to AMIDORI.

4. The contractual partner is entitled to collect such assigned claims from the resale. However AMIDORI shall be entitled to revoke such right. AMIDOIR will make use of this right only in cases specified in sec. VI. Subsec. 3.

5. The contractual partner shall not be allowed to assign his claims resulting from the resale of the goods to any third party, except in cases of a factoring relationship, if and insofar AMIDORI is informed in writing about the assignment and if the revenues from the factoring procedure exceed the value of AMIDORI’s secured claim.

6. The taking back of goods shall not be deemed a withdrawal from the contract unless otherwise expressly stated. The right of the contractual partner to possess the goods shall cease if he does not fulfill his duties under the relevant sales contract or under another contract existing between the parties.

7. The contractual partner shall inform AMIDORI immediately about any levy of execution or any interference by a third person. Any pledge or transfer of property by way of security in favor of a third party referring to the goods require AMIDORI’s previous written consent.

8. If the value of the existing securities exceeds the amount of the claims to be secured including subsidiary claims (interests, costs etc.) by more than 20 %, AMIDORI shall be obliged, upon request of the contractual partner, to release the securities that go beyond the value of 120 % of our claims. The choice of which securities to release shall rest with AMIDORI.

9. The contractual partner is obliged to keep the goods subject to retention of title in favor of AMIDORI cost free, to store them separately from other goods or to mark them specifically and to insure them in a normal way against all risks. The contractual partner herewith assigns any and all claims against third parties he may have in connection with the loss or damaging of these goods. AMIDORI accepts the assignment.

VIII. Warranty and Liability

1. A minor deviation of the delivered goods in comparison to the contractual specifications shall not be deemed a defect of the goods if such deviation is caused by natural modifications of the raw materials used for the goods which however do not have any impact on the quality of the products.

2. Complaints concerning defects of the delivered goods must be reported without undue delay; the defects shall be described in detail and in writing – obvious defects within one week after receipt of shipment at the latest and hidden defects no later than one week after their detection.

3. If AMIDORI is responsible for a defect, the contractual partner shall at first only be entitled to supplementary performance, whereby AMIDORI reserves the choice whether to repair the defect or to replace the defective goods by goods conforming to the contractual specifications. If the supplementary performance fails twice, the contractual partner is entitled to a reduction in the contract price or he can demand a cancellation of the contract. Same applies if AMIDORI finally refuses a supplementary performance concerning defective goods.

IX. General Limitation of responsibility

1. Responsibility and liability of AMIDORI concerning contractual obligations as well as obligations provided by the law, esp. in case of impossibility of performance, Delay, breach of pre-contractual obligations and tort, including but not limited to its representatives or other persons AMIDORI makes use of for fulfillment of its contractual obligations shall be limited to the typical and forseeable damage, which shall not apply in cases of gross negligent or intentional behavior. Apart from this any responsibility and liability whatsoever shall be excluded.

2. The foregoing shall not apply in case of a culpable breach of obligations that are essential in the context of the contract, in cases when the proper fulfillment of the aim of the contract is in danger, in cases of a compelling liability in accordance with the Product Liability Law, or in cases of an injury of life, body or health of a person as well as in cases when AMIDORI hides a defect of the goods in a fraudulent manner or has guaranteed the absence of such defect. The provisions regarding the burden of proof shall be unaffected.

3. Unless otherwise agreed upon any and all contractual claims resulting from or in connection with the contract shall be time barred within one year from the date of the delivery of the products. This does not apply for claims regarding the injury of the body or the health of a person, to claims regarding untypical and not forseeable damages or which are caused by a gross negligent or willful behavior of AMIDORI. Claims regarding claims for indemnification shall be unaffected. In cases of supplementary performance the period of time regarding the limitation of action shall not be extended but shall be calculated as of the date of the first delivery of the products.

X. Collection of Packaging Material

Used packaging material shall be recycled by AMIDORI. The costs for the transportation shall be borne by the contractual partner

XI. Final Provisions

1. For both parties to the contract, the place of performance of all duties and obligations resulting from and in connection with the contract shall be Bamberg.

2. If the contractual partner is a merchant, the place of jurisdiction shall be Bamberg. However, AMIDORI reserves the right, to take a legal action, upon its sole discretion, also to the contractual partner’s principal place.

3. The contractual relationship shall be governed solely by the law of the Federal Republic of Germany. The Vienna United Nations Convention on Contracts for the International Sale of Goods, as of 11 April 1980, shall not apply.

4. Should these provisions be partially invalid or incomplete, the validity of the remaining provisions shall not in any way be affected thereby.

XII. Goods and Services Supplied by the Contractual Partner

With respect to goods and services supplied by the contractual partner, the statutory provisions shall apply in lieu of sections II to X. unless this has been otherwise agreed in the individual contract. For acceptance tests of incoming goods and any subsequent complaints about defects, the provisions in section VIII subsection 3 shall apply in an analogously.