General Delivery Provisions for KUNZE Food Solutions GmbH

General Delivery Provisions for KUNZE Food Solutions GmbH 1 Foreword 1. Only our provisions for delivery shall apply. Contrary or deviating provisions from the purchaser shall not be acknowledged by us. 2. All regulations that have been agreed upon between us and the purchaser have been written down in the contract concluded between us and the purchaser and in the provisions written down in the order confirmation. 3. Our provisions for delivery shall only apply with regard to companies in the sense of 310, Clause 1 of the German Civil Code (Bundesgesetzbuch, hereafter BGB). 2 Conclusion of Contract 1. We shall be authorized to accept the order within two weeks. This acceptance may be confirmed either in writing (meaning also by fax) or by delivery of the goods to the purchaser. The order confirmation issued by us alone shall determine the scope of the delivery. Retroactive supplements or modifications of the order shall require written confirmation by us in order to take effect. 2. If the goods have been ordered using electronic means, we shall immediately confirm the order with the customer. Said confirmation alone shall not represent a contractually binding acceptance of the order. 3. We retain the existing rights of ownership, copyright and other protective rights to documents, invoices and similar materials supplied by us. These documents and materials shall also remain our property, unless another agreement has been made. Transferal to third parties shall not be permissible, unless we have agreed to such in writing. 4. Our offers are subject to confirmation. We retain the right to make deviations in the construction, execution and performance of our devices that are insignificant or related to technical progress in comparison with the information provided in our catalogs, brochures and on our Internet web site. 5. At any time, we shall be authorized to make partial deliveries or services, to the extent that such can be justified to the purchaser. Page 1

3 Delivery Time 1. Our deadline for delivery shall begin upon the sending of the order confirmation to the purchaser. The beginning of the delivery time indicated by us shall however in principle presume the clarification of all technical questions and of the details of execution. 2. Our obligation for delivery shall also be based on the timely and proper fulfillment of the purchaser s obligations (such as the provision of documents, permits, clearances and so on to be provided by the purchaser). 3. Compliance with the deadline for delivery shall be considered valid, when the goods have been sent or the purchaser has indicated their readiness for delivery in writing by the expiration of the deadline for delivery. If placement and/or assembly of the object of delivery have been agreed upon between the parties, the deadline for delivery shall also be considered valid, when the placement or assembly has been completed within the deadline. 4. If non-compliance with the agreed upon deadline for delivery is caused by force majeure, such as war or natural forces, or events such as strikes and so on, the deadline for delivery shall be extended correspondingly. 5. If acceptance by the purchaser is delayed, we shall be authorized to demand compensation of the damages arising to us as well as any additional expenditures. The same shall apply if the purchaser culpably breaches the obligation of collaboration. If there is a delay in acceptance or default in payment, the risks of potential impairment and of potential losses shall transfer to the purchaser. Rights to additional claims or demands shall be retained. If compensation for damages is demanded instead of payment in accordance with 281 of the BGB, we shall be authorized to claim higher damages at an increase of 20% of the sales price as damages regardless of the possibility. 4 Payment Terms 1. Price lists or indications of prices in catalogs or on the Internet shall be non-binding. Agreements for fixed prices shall in principle require a written agreement. 2. Our prices shall apply ex factory or from the supply warehouse (EXW Stolberg-Mausbach, INCOTERMS 2010), exclusive of packaging, conveyance, assembly, activation and other additional costs (such as customs duties). Such shall be invoiced separately. 3. The legal value added tax is not included in our prices. It will be indicated separately on the invoice in the legal amount. 4. The deduction of discounts shall require a special written agreement and is otherwise impermissible. 5. The invoice amount must be paid net within 14 days of the invoice date to the free paying agent. After the expiration of the respective deadline, the purchaser shall be in default. The same shall apply for partial deliveries invoiced separately. 6. If a delivery were to be made first over four months after our confirmation of the order, we shall be authorized to invoice the current price of the goods. 7. The purchaser shall only be authorized for an offset when their counterclaim is proven legally valid, undisputed or acknowledged by us, even if claims of defects or counterclaims apply. The purchaser shall only be authorized to exercise rights of retention when their counterclaim is proven legally valid, undisputed or acknowledged by us and affects the same contractual proportion. Page 2

8. Our representatives and assemblers shall only be authorized for collection when they can present a corresponding, written power of attorney. 9. Bills of exchange shall not be accepted. Checks shall be accepted on account of payment in each case. 10. If the purchaser is in default with the payment, we shall have the option of rejecting further fulfillment of the contract. 11. If a significant risk of the payment claim arises, we shall be authorized to demand payment in advance or sufficient security. If the purchaser refuses to make payment in advance or provision of security, we may withdraw from the contract and demand compensation for damages. 5 Placement & Assembly 1. The purchaser must bear the costs arising for us for placement, assembly as so on from the delivery, to the extent not otherwise agreed upon in writing. The purchaser shall bear all required additional costs, such as travel expenses, in addition to the agreed upon compensation. 2. If necessary, the purchaser must provide the following in a timely manner. Assistants or additional specialists All objects required for assembly, delivery and activation. Electricity or water required as well as sufficient heating and illumination The necessary connections up to the place of use must be placed by a specialist company. Rooms that can be locked for storing materials, tools and so on Appropriate break rooms and sanitary equipment for our personnel The purchaser must bear the costs arising from such. 3. Before our assembly personnel start work, the purchaser must clarify the situation of covered lines for electricity, gas or water, if necessary and without request by us. 4. If the assembly, placement or activation were to be delayed due to circumstances that are not our responsibility, the purchaser must bear the costs arising to us due to such circumstances. 5. After the completion of the object of delivery, the purchaser must accept delivery within two weeks upon our request. Otherwise, acceptance will be considered as successful. This shall also apply when the purchaser begins using the object of delivery. A log of the acceptance will be written, which shall be signed by the purchaser. 6 Transfer of Risk 1. To the extent not otherwise arranged from the confirmation of the order, delivery ex factory (EXW Stolberg-Mausbach INCOTERMS 2010) shall be agreed upon. If conveyance of the object of delivery has been agreed upon between us and the purchaser, we shall be authorized to determine the manner of conveyance. The purchaser shall bear additional costs related to conveyance. We shall not accept the return of transport or other packaging according to the measure of the packaging ordinance, with the exception of pallets. The purchaser must bear the costs of disposal of the packaging at their own expense. If conveyance were to be delayed at the purchaser s request or due to purchaser s debts, we will store the objects of delivery at the purchaser s cost and risk. In this case, the indication of readiness for delivery shall be considered the same as delivery. Page 3

2. The risk of potential losses and potential impairment of the goods shall be transferred to the purchaser along with the transfer, for delivery purchase with the delivery of the object to the conveyor or the person determined for the execution of conveyance. 3. To the extent requested, we shall insure delivery through a transportation insurer. The purchaser shall bear all costs arising from such to that extent. 7 Guarantee 1. The legal guidelines shall apply for the rights of the purchaser for material or legal defects (including incorrect and short deliveries as well as inappropriate assembly or defective assembly instructions) to the extent not otherwise determined in the following paragraphs. 2. Above all, the basis of our liability for defects shall be the agreement made about the properties of the goods. Our product descriptions denoted as such given to the purchaser before their order shall be considered as agreement about the properties of the goods or in the manner similar to these general delivery provisions that have been included in the contract. 3. A guaranteed statement shall not be bound with an agreement about the properties of the goods. We shall only accept special guarantees on the basis of a special agreement. The content and extent of the guarantee shall be regulated independent of these general delivery provisions and the legal rights of the purchaser. 4. To the extent that properties have not been agreed upon, the goods shall be free of material defects when they are appropriate for the use prescribed according to the contract. For the remainder, the goods shall also be considered free of material defects in a supplement to the legal regulations, when they exhibit characteristics that the purchaser can expect according to the product description given by us. In this, the provision of the product description to the purchaser after conclusion of the contract shall suffice (in particular together with the goods). However, we shall not accept any liability for public tenders from other manufacturers or other third parties (such as statements in advertisements). 5. The application of claims of defects presumes that the purchaser shall pursue their obligations of examination and complaint in accordance with 377 of the German Commercial Code (Handelsgesetzbuch, hereafter HGB). If a defect were to be discovered during the examination or later, we must be notified of such immediately. The notification shall be considered as immediate when it is made within two weeks. Regardless of existing obligations of examination and complaint, the purchaser must make notification of obvious defects (including incorrect and short deliveries) within two weeks after delivery. The timely transmission of the associated notification shall suffice for keeping the terms. Each notification must be made in writing. If the purchaser does not make notification of the existing discovery of defects, we shall not be liable for defects of which we have not been notified. 6. If a defect in the goods should be present, we will first guarantee improvement or replacement delivery at our discretion. If we choose to correct the defect, we shall be obligated to bear the costs of expenses, in particular transportation, labor and material required for such. Such shall not apply for the case that the goods ordered to a location other than the location, where fulfillment was provided and the cost increase arising from this reason. 7. If the improved fulfillment were to fail, the purchaser may withdraw from the contract or demand a reduction. If the contractual infringement is only minimal, the purchaser shall not be granted the right of withdrawal. In particular, this shall be the case only for insignificant deviation from the properties. Page 4

8. If the purchaser receives defective assembly instructions, we shall ultimately be obligated to the delivery of assembly instructions free of defect. Such shall apply even when the defect in the assembly instructions is contrary to proper assembly. 8 Retention of Ownership 1. The delivered goods shall remain in our ownership (retained goods) until the complete payment of all of our claims existing against the purchaser as of the invoice date. 2. In the case of retained goods in process, we shall be granted co-ownership to the value of the state of the retained goods (final invoice amount including the respective legal value added tax) before processing on the object arising thereby. 3. The purchaser shall be authorized to sell the retained goods in the course of good business. However, they shall convey all claims in the amount of the invoice (including value added tax) as of that point, which extend to them from the sale. We shall accept the relinquishment thereby. The purchaser must treat the retained goods with care and, in particular, insure them against fire, water and theft sufficient to the new value at their own expense. Maintenance and inspection work that will be required must be performed by the purchaser at their expense. We retain the right to collect the claim for the case that the purchaser would default on payment. Naturally, we shall only make use of this, when the purchaser does not honor their payment obligations and defaults on payment. The same shall apply in the event that application for the opening of an insolvency process has been made against the purchaser s assets. 4. For the remainder, accessibility to the retained goods, in particular pledging the goods as security or seizure shall be impermissible. 5. If the purchaser s assets were to be foreclosed and the retained goods were to be affected thereby, we must be notified of such immediately in writing and with the specification of all required data (foreclosing agency, file identification) with the attachment of the foreclosure logs, if necessary. 6. Objects that have been made available to the purchaser and are not a component of our services as such (such as drafts, construction drawings, tools and so on) shall remain in our ownership. 7. The purchaser shall furthermore convey all claims that extend through connection of the retained goods with a property against a third party. 9 Liability 1. To the extent nothing else results from these general provisions including the following provisions, we shall be liable for injury of contractual and extra-contractual obligations in accordance with the respective authoritative legal guidelines. 2. We shall only be liable for compensation for damages in cases of intent and culpable negligence, regardless of the legal basis. Furthermore, we shall also be liable for basic negligence: for damages from injury to life, body or health as well as for damages from the breach of significant contractual or cardinal obligations; in this case, our liability shall however be limited to the replacement of foreseeable damages that typically arise. Page 5

3. Existing limitations on liability shall not apply, when we fraudulently conceal a defect or have accepted a guarantee for the properties of the goods. The same shall apply for the purchaser s claims pursuant to the German product liability act (Produkthaftungsgesetz). 4. The purchaser may not withdraw or terminate because of a breach of obligation that does not exist in a defect, when we must be held responsible for the breach of obligation. Open rights of termination by the purchaser shall be excluded (in particular in accordance with 651, 649 of the BGB). Withdrawal or termination must be declared in writing. The legal prerequisites and consequences shall apply for the remainder. 5. To the extent that our liability has been excluded or limited such shall also apply for the personal liability of our employees, co-workers, representatives and vicarious agents. 9a Data Protection We shall comply with all provisions of the German federal data protection act in the handling of the purchaser s personal data and shall be authorized to process and store all data associated with the business relationship with the purchaser in compliance with said act. 10 Court of Jurisdiction & Location of Fulfillment 1. The court of jurisdiction shall be our business location. The same shall apply, when the purchaser does not have a general court of jurisdiction in Germany or residence or usual place of residence at the time of complaint is unknown. We shall however be authorized to proceed against the purchaser at their business or residence location. 2. The legal code of the Federal Republic of Germany shall apply; enforcement of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded. Such shall also apply, when the purchaser is a foreigner or resides in a foreign country. 3. The location of fulfillment shall be our business location unless otherwise confirmed in the order. 4. If individual provisions of this contract with the purchaser should be, or become, ineffective, including these general terms and conditions of business in whole or in part, the validity of the remaining provisions shall not be affected thereby. The regulations that are ineffective in whole or in part should be replaced by a regulation, whose economic success comes closest to that of the ineffective provision. Dated Jan. 01 2016 Page 6