General Terms and
Conditions of Sale (GTC)

(Last update: May 2002)

1. Our terms and conditions of sale apply exclusively: we do not recognise any terms and conditions from the customer that conflict with or deviate from our terms and conditions of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall apply even if we carry out the delivery without reservation in full knowledge of the customer’s conflicting or deviating terms and conditions. Our terms and conditions of sale shall also apply to all future transactions with the customer.

2. The information contained in price lists and the like do not constitute offers which are ready for acceptance. A contract shall only come into existence upon our written order confirmation. Changes and verbal agreements are only valid if they are confirmed by us in writing.

3. Unless otherwise stated in the order confirmation, our prices are “ex warehouse”. We reserve the right to increase our prices accordingly if cost increases occur after conclusion of the contract. The statutory value added tax is not included in our prices; it is shown separately at the statutory rate on the day of invoicing. The deduction of a cash discount requires a special written agreement. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 20 days of the invoice date. We shall be entitled to demand interest on arrears at a rate of 8% above the prime rate of the European Central Bank per annum. We are entitled to claim more than this if we are able to prove greater damage caused by the delay. The customer shall only be entitled to set-off claims if its counter-claims have been legally established, are undisputed or have been recognised by us. The customer shall also have no right of retention due to disputed counter-claims.

4. Delivery periods and dates are only approximate, unless expressly stated as binding in writing. The periods shall commence upon receipt of our order confirmation, but not before clarification of all details relating to performance and/or technical questions. If the customer sets us a reasonable period of grace after we are already in default, the customer shall be entitled to withdraw from the contract as provided for by statutory provisions after fruitless expiry of this period; the customer shall only be entitled to claims for damages instead of all or part of the performance if the default of Georg Parlasca Keksfabrik GmbH was due to intent or gross negligence; otherwise the liability for damages shall be limited to 50% of the damage incurred. The above limitations of liability shall not apply if a commercial transaction for delivery by a fixed date has been agreed; the same shall apply if the customer can assert that its interest in the fulfilment of the contract has ceased to exist due to the delay for which we are responsible. Compliance with our delivery obligation presupposes the timely and proper fulfilment of the customer’s obligations. If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall also pass to the customer at the point in time at which the customer is in default of acceptance. We are entitled to withdraw from orders without setting a deadline and by simple declaration to the customer and to demand compensation if the customer’s creditworthiness has been objectively disproved due to suspension of payments or the opening of insolvency proceedings. The customer or the court-appointed representative is entitled to avert the withdrawal by making a cash payment or providing security. Further claims shall be determined exclusively in accordance with Section 6 of these Terms and Conditions.

5. Unless otherwise stated in the order confirmation, “delivery ex warehouse” is agreed. For goods with a net value of €600.00 or higher, our deliveries are free to a rail station, or free to the final destination for deliveries by lorry. Additional costs compared to the usual freight, for example for requested express shipments or the like, shall be borne by the customer. Even if free delivery is agreed to a railway station or final destination, the customer bears the risk for transport. This provision refers only to the costs of shipment, not the transfer of risk. The place of fulfilment remains our warehouse. We are prepared to take out transport insurance at the request of the customer.

6. The customer’s warranty rights presuppose that it has properly fulfilled its obligations to inspect the goods and give notice of defects in accordance with Section 377 HGB (German Commercial Code). If we are unable to provide subsequent performance, the customer shall be entitled, at its discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price. If there is only an insignificant defect, the customer shall only be entitled to a reduction in the contract price. The right to reduce the contract price is otherwise excluded. For damage that has not occurred to the delivery item itself, we shall only be liable – for whatever legal reasons – in the event of intent or gross negligence on the part of the owner/the executive bodies or executive employees, in the event of culpable injury to life, limb or health, or in the event of defects that have been fraudulently concealed or whose absence has been guaranteed. In the event of culpable breach of material contractual obligations, we shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract. Further claims are excluded.

7. We reserve title to the purchased item until all payments within the business relationship have been received. Insofar as we agree that the customer will pay the purchase price using the cheque/bill of exchange procedure, the reservation shall also extend to the redemption of the bill of exchange accepted by us by the customer and shall not expire when the cheque received is credited to us. In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing. If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to Section 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us. The customer is entitled to resell the purchased item in the ordinary course of business; however, the customer hereby assigns to us all claims against its customers or third parties which accrue to it from the resale in the amount of the final invoice amount (including VAT). The customer shall remain authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. We undertake not to collect the claim as long as the customer fulfils its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of our securities exceeds the claims to be secured by more than 20%. We shall be responsible for selecting the securities to be released.

8. Transport equipment (pallets, crates) remain our property. The customer is obliged to return the goods free of charge within a reasonable period of time. Pallets can be replaced by pallets of the same type and quality. If they are not returned, the current price will be charged.

9. If the customer is a registered trader, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence. Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.