General Business Terms and Conditions of Global Foods Trading GmbH

§ 1 Scope of application
1. All deliveries, services and offers of Global Foods Trading GmbH, Am Winkelgraben 1a, 64584 Biebesheim am Rhein (hereinafter referred to as "GFT") are made exclusively on the basis of these general terms and conditions (the "GTC"). They form an integral part of all contracts concluded between GFT and its contractual partners (hereinafter referred to as "the customer") regarding supplies or services offered. They shall also apply to any future business transactions, even if not expressly agreed upon. Deviating terms of the customer or third party that GFT does not explicitly acknowledge are nonbinding, even if GFT does not expressly object to said terms. Even if GFT makes reference to any documents that contain or refer to general terms of business for the customer or a third party, this does not constitute an agreement acknowledging the validity of these terms. The GTC also apply even if GFT fulfils an order despite being aware of a customer’s conflicting or differing conditions.
2. The services provided by GFT and the legal relationship between the customer and GFT are made exclusively on the basis of these GTC, as long as there is nothing in writing that differs from this or other agreements that have also been confirmed in writing.
3. GFT offers are only intended for commercial customers (§14 German Civil Code - BGB). These customers must prove their professional activities by submitting a commercial application. Consumers as intended in §13 German Civil Code – BGB will not be provided for.
4. These GTC are available on the internet at the GFT website www.gftonline.de and from there they can be saved and printed. With each order the customer acknowledges the GTC in its applicable version as it is available on the internet at the time of the contract.

§ 2 Offers, order confirmations and prices
1. All GFT offers are subject to change and are non-binding unless it is explicitly indicated by GFT that said offers are binding. Only GFT`s confirmed prices are valid at the time of order confirmation.
2. Customer orders are accepted by GFT sales representatives from Monday to Friday from 9 am to 6 pm via fax, telephone or online.
3. For customers within a delivery radius of up to 200 kilometres, the minimum order quantity per delivery is = 650 Euros net value of the goods (excluding returnable crates and any deposit return amounts). Incoming orders from customers must be received by GFT no later than two working days before the desired delivery date (exception: customer orders originating from the metropolitan area of Frankfurt am Main that are placed with GFT by 11:30 am will still be delivered that same day).
4. For customers within a delivery radius of up to 200 kilometres, the minimum order quantity per delivery is = 850 Euros net value of the goods (excluding returnable crates and any deposit return amounts). Incoming orders from these customers will be taken by GFT during the work week until Friday at 1 pm, and will be delivered in the following calendar week. Orders received by GFT on Friday after 1 pm will be delivered in the week subsequent to the following calendar week.
5. Customer orders are binding and may only be altered or cancelled by the customer if the ordered goods are not yet in the process of being shipped. Goods purchased specially for the customer may not be cancelled or returned, provided that GFT made this fact clear at the time of the order, or if the customer was made aware that these goods were purchased specifically for them.
6. GFT retains ownership, copyright and all other protective rights regarding all diagrams, calculations, drawings and other corresponding documentation. The customer may share these items with third parties only upon receiving written consent from GFT, irrespective of whether GFT has designated these items as confidential.


§ 3 Delivery and Risk Transfer
1. Unless otherwise expressly agreed in writing, the delivery shall be made per the agreed-upon delivery date and delivery means to the address specified by the customer. The customer must ensure access and availability on delivery days between 8:00 am and 7:00 pm.
2. Partial deliveries are generally permissible unless the customer expressly excluded this option when placing the order, or the acceptance of partial deliveries is not considered reasonable.
3. Unless otherwise agreed, deliveries shall be made via "Frei Haus" or franco domicile. Risk is transferred to the customer upon acceptance of the goods. In the case of an acceptance delay by the customer, the risk is transferred to the agreed-upon delivery date. GFT will endeavour to take into account the wishes and interests of the customer with respect to the shipping method and transport route. Other delivery methods and the associated additional costs shall be borne by the customer, even in the case of an agreed upon freight prepaid rate.
4. The customer or a designated representative must immediately check the goods upon arrival with regard to defects (quality) and completeness (quantity). The customer must give a signed confirmation of the goods on the invoice or delivery note.
5. With the exception of reusable pallets and empty containers, shipping packaging and any other packaging will not generally be collected or disposed of at GFT’s expense, as long as GFT is not required to do so as per compulsory statutory obligations regarding collection or disposal. The customer is responsible for disposing of the packaging at their own expense.
6. The return of goods that are the subject of a complaint, reusable pallets or empty containers must be reported in writing to GFT by the customer as a pick-up order. GFT will confirm the return processing to the customer and notify the customer of the collection date in writing.
7. Delivery dates are not binding and can be modified upon consultation with the customer according to relevant delivery conditions. Delivery dates are only binding if they were expressly agreed upon in writing. Empty containers will only selectively be taken back by GFT, provided there is no compulsory statutory obligation for GFT to take back other empty containers.
8. If the shipment is delayed upon customer request, or due to a fault on the part of the customer, GFT will store the goods at the buyer’s own risk and expense. In this case, notice that the goods are ready to be shipped shall be equivalent to the actual despatch of the goods.
9. GFT shall not be liable for an inability to deliver or for delivery delays if the cause is due to force majeure or other events that were unforeseeable at the time of the contract’s conclusion and for which GFT is not responsible (e.g. any type of malfunction, transport delays, strikes). If delivery or service becomes difficult or impossible for GFT due to such impediments, and if the impediment is not temporary, GFT has the right to withdraw from the contract. For temporary impediments, the delivery or service deadline shall be extended in line with the time period of said impediment plus an appropriate start-up period. If, as a result of the delay, the customer cannot reasonably be expected to accept the delivery, he can withdraw from the contract by means of a prompt written declaration to GFT.
10. At the request and expense of the customer, GFT will insure the delivery with transportation insurance.


§ 4 Sampling by food control authorities, industrial safety offices
If food control authorities or industrial safety offices provide the customer with a product sample of an item obtained from GFT, the customer shall insist on a sealed second sample of the same item with the same batch number and the same minimum shelf life. The sealed secondary sample (cross-check sample), as well as the sample documentation must be sent to GFT immediately, either via registered mail or via the GFT delivery driver who will receive it during the next delivery. Costs incurred for goods and any shipments are subject to the business’ due diligence obligations and are therefore not compensated by GFT.

§ 5 Terms of payment
1. The purchase net price is to be paid by the customer (without discounts) upon receipt of the invoice as long as there is no other payment plan agreed upon in the order confirmation. Payment is only considered to have been made when GFT is in receipt of the agreed sum. In the case of payments by cheque, payment is considered to have been made when the cheque has cleared.
2. A discount deduction is only permissible if there is a special written agreement between GFT and the customer.
3. GFT prices apply ex-works with packaging, unless the order confirmation has indicated otherwise. Prices do not include statutory VAT (MwSt). GFT will indicate this separately on the invoice per the statutory amount applicable on the day of invoicing.
4. In the event of a default of payment, GFT is entitled to charge statutory default interest in the amount of 9.0 percentage points over the base rate. The enforcement of higher interest rates and further damages in the event of default shall remain unaffected. If partial payments are agreed upon and the customer is more than 14 days in arrears for a partial payment, GFT will send the customer a reminder with an extended deadline regarding the unpaid amount. If the customer does not pay within the time frame of this new deadline, then the total outstanding amount, including all expenses and interests, is due immediately. Unless the customer can prove either no loss or an insignificant loss amount, the customer is obliged to reimburse GFT for all reminder and collection expenses incurred by GFT due to the customer’s payments being in arrears, as well as the processing costs of 10.00 Euros for each reminder notice and bank fees for returned debits. Any further claims by GFT regarding payment delays shall remain unaffected. Both GFT and the customer may only offset claims against the other contractual partner with claims that are either undisputed, accepted in writing or legally established.
5. In the event of a notice of defects or the assertion of counterclaims, the customer is only entitled to offsetting if the counterclaims are legally established, recognised by GFT or are undisputed. The customer is only authorised to exercise a right of retention if his counterclaim is based on the same contractual relationship.


§ 6 Sale of the business
If the customer sells the business to a third party or if there is a change in ownership, GFT must be informed in writing immediately about the change. If the change of owner is not indicated by the customer so that it can be recorded in the GFT customer database, then the last reported owner and their personal assets shall be liable for all damages that may result from this connection. If the current owner sells the business to a third party while there are still receivables due, a registered letter indicating this must be sent to GFT. The customer shall be liable indefinitely for all costs resulting from a return of goods.

§ 7 Title retention
1. In the case of payment through exchange or cheque, the delivered goods remain the property of GFT up until the receipt of complete payment of all outstanding claims. In the event of a default of payment, GFT is entitled to demand the goods without a judicial decision stating such. The reclaiming of the goods in such a case does not constitute a withdrawal from the contract, unless stated as such in writing by GFT. The customer must make the goods accessible. GFT is entitled to utilise the goods after reclaiming them. The realisation proceeds will be calculated against the liabilities of the buyer. No third party shall have rights or claims regarding the GFT goods.
2. The buyer is entitled to resell, process, mix or transform the goods delivered by GFT within the framework of ordinary business activities, even if the goods have not yet been paid for in full by the buyer. Processing is done free of charge on behalf of GFT in its role as manufacturer such that GFT retains or acquires rights to the products regarding ownership, co-ownership or pro-rata at any time and in all stages of processing (§ 950 German Civil Code - BGB). The customer will pay GFT the proceeds or the outstanding receivables from the resale of the goods until the amount for all outstanding claims is paid in full. If the goods are processed, mixed, transformed or combined with other items not owned by GFT, GFT will acquire co-ownership of the new item in proportion to the value of the GFT goods owned, processed, mixed, transformed or combined by means of any other processed, intermixed, transformed or connected items at the time of processing, mixing, transformation or connection. If the new item is sold, the customer will pay GFT the proceeds or the outstanding receivables from the resale of the new items, as per the aforementioned agreement, until the amount for all outstanding claims is paid in full. GFT accepts this transfer.
3. Actions or interference by third parties regarding the goods subject to reservation of title must be reported to GFT immediately. This is particularly the case with compulsory enforcement measures. Any required intervention documents are to be surrendered to GFT immediately. Irrespective of this, the customer must inform third parties in advance regarding rights to the goods.

§ 8 Claims for defects
1. Illustrations, drawings and other materials belonging to the goods sold by GFT are intended to merely serve in the goods’ presentation. They are neither a quality guarantee nor a durability guarantee as per § 443 German Civil Code (BGB) regarding guaranteed characteristics. GFT accepts no liability for public statements made by the makers or manufacturers of the goods or any other third parties (e.g. advertising statements), unless these are done in writing and are expressly designated by GFT as worthy of the term "guarantee", as used in the literal sense.
2. The customer shall immediately inspect the goods upon delivery, particularly with regard to completeness (quantity) and quality. Defects that are apparent or are identified by the customer shall be reported to GFT in a comprehensible written format within three days. For defects that are not evident in an initial look-through, the legal regulations in place are applicable. If a notification of defects is not done in a timely manner, the goods shall be deemed to be approved as is and customer claims regarding defects shall not be considered. However, this does not apply to fraudulently concealed defects. Timely despatch of a defect shall be considered a timely notification of this defect.
3. In the event of a defect, GFT has the option to rectify the situation. This will be done at GFT’s discretion, either in the form of a free repair of the defect (reworking of it) or as a replacement delivery. Expenses required for this purpose, particularly regarding transport, road costs, work costs and materials, will be borne by GFT. The rectification shall be carried out within a reasonable period, irrespective of the number of attempts. If the defect cannot be remedied within a reasonable period of time, or if the rectification or replacement delivery is deemed to be insufficient, the customer may have a commensurate abatement of the fee or rescind the contract accordingly. In the case of a failure to repair the defect or provide a replacement delivery it must first be determined if GFT has been given a reasonable time period for a repair or replacement, or if GFT seriously and ultimately rejects it, is it considered to be an unreasonable time period, or an unreasonable delay, or unreasonable on other grounds. Defect claims have a 12 month limitation period from the time the goods are delivered by GFT to the customer. The statutory limitation period applies to compensation claims based on premeditation or gross negligence, as well as to loss of life, physical injuries and damage to health, which are due to an intentional or grossly negligent violation of duty by the user.
4. Defect claims shall not apply if the object only shows insignificant differences from the agreed-upon properties, if usability is only insignificantly affected, in the case of natural wear and tear, or in the case of damage incurred after transfer of risk as a result of incorrect or careless handling, unsuitable tools, or due to certain unanticipated external influences. If the customer or a third party carries out inappropriate maintenance work or makes changes, defect claims shall not apply to these or to any resulting consequences.
5. Claims by the customer regarding expenses required for rectification are excluded, particularly for transport, travel costs, work costs and materials, to the extent that these expenses increase because the goods delivered by GFT were subsequently moved to a different location other than the customer’s place of business, unless the transfer is in line with intended usage.
6. Customer claims against GFT on lost profits, replacement of wasted expenditures, claims for damages from third parties as well as other indirect, limited or remote consequential damages are excluded; liability for a fault on the part of GFT acc. § 9 of these GTC shall remain unaffected


§ 9 Liability for faults
1. GFT`s liability for damages concerning an impossibility, delays, defective or incorrect deliveries, breach of contract and tort claims shall be limited to the extent that each case carries fault, regardless of legal grounds:
2. GFT is only liable for damages if these are caused by intentional or grossly negligent acts of the legal representatives, senior executives or subcontracted agents of GFT, or if it is within the scope of an unrestricted warranty issued expressly by GFT as an assurance or guarantee (i.e. specifically using the term "guarantee").
3. In addition, GFT shall also be liable for damages resulting from the culpable violation of essential contractual obligations, which the customer may rely on, insofar as the customer is only able to carry out the actual contractual relationship and thus prevent damages. However, in such cases, liability for individual cases and total damages is limited to an amount triple that of the contractual amount agreed upon for the respective service, and which is typical and foreseeable per the contract. Claims for loss of profit, replacement of futile expenses from claims for third party damages as well as other indirect damages and consequential damages are excluded in these cases.
4. Contributory negligence, a breach of the obligation to mitigate liability, a sharing of benefits (including claims for insurance services) or a failure to provide the customer with the necessary contractual services shall be taken into account. Defect claims have a 12 month limitation period from the time the goods are delivered by GFT to the customer. The statutory limitation period applies to compensation claims based on premeditation or gross negligence, as well as to loss of life, physical injuries and damage to health, which are due to an intentional or grossly negligent violation of duty by the user.
5. The foregoing disclaimers and limitations apply equally to GFT bodies, legal representatives, employees and other contracting agents.

§ 10 Severability clause
Should individual provisions of these GTC be ineffective or unenforceable, or if they become ineffective or unenforceable based on mutual agreement, the validity of the remaining GTC shall remain unaffected. The ineffective or unenforceable provision is to be replaced by an effective and enforceable provision whose effects most approximate the economic purpose of the contracting parties in their pursuit of the previous ineffective or unenforceable provision. The aforementioned provisions correspondingly apply if it turns out that there are loopholes in the GTC.

§ 11 Place of fulfilment, place of jurisdiction and governing law
1. Unless agreed upon otherwise in the order confirmation, our GFT registered office is the place of fulfilling and exclusive area jurisdiction for all disputes resulting from this GTC. This applies only if both parties to the contract are merchants as per §§ 1 ff. German Commercial Code (HGB).
2. This GTC and the entire legal relationship shall be subject to the law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. All agreements between the parties for the purpose of the execution of this GTC must be recorded in writing in this GTC.


§ 12 Privacy statement
1. The customer is aware that GFT stores data from the contractual relationship pursuant to § 28 Federal Data Protection Act (Bundesdatenschutzgesetz) for the purpose of data processing and reserves the right to transmit the data to third parties, if necessary, for the fulfilment of the contract.
2. The customer agrees that their information be stored according to the regulations of the applicable data protection laws.
3. The customer agrees to the fact that GFT will obtain creditworthiness information about the customer as a business partner, and that the result is included in the decision to establish, carry out or terminate the business relationship. It is possible that credit bureaus use probability values in the calculation of creditworthiness, and these data could include address details.
4. GFT will collect, process and/or use the information contained in the customer`s entry document, as well as the data generated by individual transactions, including purchase authorisation, in order to maintain the customer agreement and perform customer service activities such as advertising and marketing or opinion polls.
5. If the customer specifies a telephone number within the scope of the agreement for the business relationship or for a payment method membership and/or the customer approves an appropriate use of their email address, these communication channels will also be used for the aforementioned purposes. This also applies to the corresponding contact details of the customer-authorised purchaser.

§ 13 German Packaging Material Act (VerpackV)
To ensure the legally compliant disposal of our sales packaging, we have joined the dual waste disposal system in cooperation with VFW of Cologne. Our licensing number is D59213-2009-1111. With this, our sales packaging corresponds with the 5th amendment of the German Packaging Material Act.


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