Terms and Conditions — Dostlar Group

General Terms and Conditions of Sale (as of 18.7.2019)

§ 1 Scope of Application

These terms and conditions of sale shall also apply to all future business with the customer, insofar as these are legal transactions of a similar nature. Conditions of the customer that conflict with or deviate from these conditions shall only be recognised by Dostlar if this is done expressly and in writing.

§ 2 Definitions and Abbreviations

"Customer" – the buyer
"Dostlar" – Dostlar Dönerproduktion GmbH, 66578 Schiffweiler, Germany
"GTC" – these general terms and conditions of sale

§ 3 Offer and Conclusion of Contract

(1) Dostlar may accept a customer order within two weeks.

(2) Delivery by Dostlar shall be EXW (Incoterms 2010) unless otherwise agreed in writing.

(3) Dostlar is entitled to modify product specifications even after a binding order if required by law, official order or force majeure. Dostlar shall notify the customer in text form in good time of any relevant changes. Changes are always deemed relevant if they require a change in labelling or transport documents.

§ 4 Delivery Conditions

(1) The customer shall immediately and continuously verify that all ingredients and labelling comply with the requirements, practices and laws of the destination and transit countries.

(2) Dostlar shall inform the customer of any relevant intended change in ingredients or recipes so that the customer can fulfil its obligation under paragraph 1. The customer shall confirm to Dostlar before execution of an order that the ingredients and labelling of the new recipe comply with the requirements, practices and laws of the destination and transit countries.

(3) The labelling applied by Dostlar to products shall not be altered or deleted by the customer but shall be communicated to end customers in the manner prescribed by Dostlar. Any change to the labelling requires written consent from Dostlar.

(4) Dostlar assumes no responsibility for legal claims, no obligation to conduct official proceedings or litigation, or other actions by, against or vis-à-vis authorities of transit and/or destination countries. The customer, not Dostlar, bears responsibility for the correctness and completeness of transport, transit and import documents as well as the obligation to pay any duties.

(5) Dostlar shall issue the following accompanying documents if required: a) commercial invoice in triplicate, b) certificate of origin, c) veterinary certificate, d) halal certificate.

(6) The customer shall provide Dostlar with the corresponding proof documents in original immediately after customs clearance in the destination country, and in advance as a scan by email. The customer is liable to Dostlar for any disadvantages arising from the late or missing provision of documents.

(7) Dostlar undertakes to make the ordered products available for collection within 14 days of receipt of order. This obligation shall not apply if the conditions pursuant to the 'Payment Terms' clause below are not fulfilled by the customer 5 business days before the collection date.

(8) Dostlar shall not be liable for delivery obstacles and/or delivery delays that are beyond its control (e.g. loading delays due to discretionary decisions by authorities).

§ 5 Prices, Transport and Ancillary Costs

(1) The parties shall determine prices in a separate agreement. Price quotations by Dostlar are non-binding unless expressly stated otherwise by Dostlar in text form. Payment of the purchase price shall be made exclusively to the specified account. Deduction of cash discount is only permitted with a special written agreement.

(2) The agreed prices shall apply ex works (EXW Incoterms 2010) and, where applicable, plus statutory charges such as VAT.

(3) The customer shall bear the transport costs and commission the carrier.

(4) At the written request of the transport company, with the customer's consent, Dostlar may commission transport. In this case, the following shall apply between Dostlar and the customer: Dostlar acts as the customer's representative internally and therefore (a) the customer bears the transport costs including any insurance and ancillary charges and pays all amounts to Dostlar in advance, (b) an ex-works sale (EXW Incoterms 2010) nevertheless applies, and (c) transfer of risk and costs occurs ex works Dostlar (loading dock, before loading into the transport container).

§ 6 Payment Terms – Payment Alternatives

The following payment alternatives are regularly available:

(1) Advance payment including transport and ancillary costs to be forwarded by Dostlar to the carrier.

Or:

(2) The customer first provides Dostlar with a bank guarantee. (a) Mandatory features of the bank guarantee: immediate and payable on first demand, for an indefinite period, securing all claims from goods deliveries from Dostlar to the customer. The bank guarantee must cover the full order amount including transport and ancillary costs to be forwarded by Dostlar to the carrier.

(b) If the order value exceeds the value of the bank guarantee, the customer must either provide a new, increased bank guarantee or pay the difference between order value and guarantee amount in advance.

(c) If a bank guarantee corresponding to the order value is provided, the following payment terms apply: 30 days after handover of goods to the carrier by Dostlar, unless otherwise agreed.

(d) In the event of payment default, Dostlar shall send the customer a payment reminder in text form with a grace period of 5 days. After unsuccessful expiry of this period, Dostlar is entitled to call in the available bank guarantee.

(e) The customer is free to provide a new bank guarantee in the amount of the order value or to pay in advance for the next order.

(f) Dostlar shall release the bank guarantee at the written request of the customer when all payment claims have expired or where permanent over-securing exists. Over-securing: the bank guarantee amounts to 150% of outstanding claims. A period of 12 weeks is deemed permanent. Release shall be effected at the customer's choice by an original written limitation declaration or exchange for a lower bank guarantee.

§ 7 Prohibition of Set-Off

A right of set-off shall only be available to a contracting party with an undisputed or legally established counterclaim.

§ 8 Retention of Title

(1) Dostlar retains ownership of the delivered goods until full payment of all claims arising from the supply contract. Dostlar is entitled to take back the goods if the buyer breaches the contract.

(2) The customer is obliged, as long as ownership has not yet passed to them, to treat the goods with care, in particular to ensure adequate and uninterrupted cooling. As long as ownership has not yet passed, the customer must notify Dostlar immediately in writing if the delivered item is seized or subjected to other third-party interference. Insofar as the third party is unable to reimburse Dostlar for the judicial and extrajudicial costs of legal action pursuant to § 771 ZPO, the customer shall be liable for any loss or expense incurred by Dostlar.

(3) The customer is entitled to resell the goods in the ordinary course of business. The customer hereby assigns to Dostlar all claims against the sub-buyer arising from the resale of the goods in the amount of the agreed final invoice amount (including VAT). This assignment applies regardless of whether the goods have been resold with or without processing. The customer remains authorised to collect the claim even after assignment. Dostlar's authority to collect the claim itself remains unaffected. However, Dostlar shall not collect the claim as long as the customer meets its payment obligations from the proceeds, is not in default, and in particular no application for insolvency proceedings has been filed or cessation of payments has occurred.

§ 9 Warranty

(1) In the event of defects, Dostlar shall provide warranty at its option by repair or replacement delivery (subsequent performance). In the case of repair, Dostlar need not bear increased costs arising from the transport of goods to a location other than the place of performance, unless such transport corresponds to the intended use of the goods.

(2) If subsequent performance fails twice, the customer may exercise its other warranty rights.

(3) Customer claims for expenses required for subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as expenses increase because the goods delivered by Dostlar have been subsequently moved to a location other than the customer's premises, unless the move corresponds to the intended use.

(4) Recourse claims of the customer against Dostlar only exist insofar as the customer has not agreed with its sub-buyer on terms exceeding the statutory mandatory defect claims. Paragraph 1 shall apply mutatis mutandis to the scope of the recourse claim.

(5) The customer's warranty rights require that it has duly fulfilled its commercial inspection and notification obligations in a timely manner.

(6) Defect claims shall become time-barred 12 months after handover of the goods delivered by Dostlar to the customer or its carrier. Statutory limitation periods shall apply to claims for damages in the case of intent and gross negligence as well as injury to life, body and health. The statutory limitation periods for recourse claims pursuant to § 478 BGB shall also remain unaffected.

(7) Before any possible return of goods, Dostlar must be given the opportunity to comment and to decide otherwise on the disposal of the goods. Where costs arise and a warranty case exists, Dostlar shall bear the costs of an alternative to return.

§ 10 Liability

(1) Claims for damages against Dostlar are excluded unless otherwise stipulated below. This exclusion applies in principle to all types of damage, i.e. material or immaterial damages, lost profits, consequential damages and indirect damages. The limitation of liability also applies in favour of Dostlar's legal representatives, vicarious agents, senior employees, managing directors, advisors, representatives and staff.

(2) The foregoing exclusions shall not apply to claims for damages arising from injury to life, body, health or from breach of material contractual obligations. Material contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract. They also do not apply to other damages based on intentional or grossly negligent breach of duty by Dostlar, its legal representatives or vicarious agents.

(3) Where Dostlar breaches material contractual obligations, liability shall be limited to the typical, foreseeable damage if caused by simple negligence, unless it concerns claims for damages from injury to life, body or health.

§ 11 Confidentiality

(1) Both parties undertake to maintain the confidentiality of confidential information which they have received from the other party in connection with the terms of this contract or have disclosed to the other party.

(2) "Confidential information" within the meaning of this contract means all data, documents and information marked as such and in any case all information relating to technical, recipe-related or calculation details in any form.

(3) This clause shall survive the contract by five years after its termination.

§ 12 Use of Trademarks, Marks etc.

Without written agreement, no contracting party is entitled to use the trademarks or business names of the other. Insofar as and in the manner in which Dostlar labels goods, the use of such labelling on the original goods themselves is deemed legitimate.

§ 13 Changes to Conditions

The conditions of Dostlar current at the time of placing the order shall apply. The customer has the obligation to verify under which conditions they are ordering. Dostlar indicates the status of the conditions by date marking.

§ 14 Miscellaneous

(1) This contract and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business, unless the order confirmation provides otherwise.

(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

§ 15 Severability Clause

Should one or more of the foregoing clauses be or become invalid, the contract shall remain valid in all other respects. The parties undertake to fill any gaps with a provision that serves the purpose and intent of the contract.

General Terms and Conditions of Purchase (as of 18.7.2019)

§ 1 Scope of Application

These purchasing conditions shall also apply to all future business with the supplier, insofar as these are legal transactions of a similar nature. Conditions of the supplier that conflict with or deviate from these conditions shall only be recognised by Dostlar if this is done expressly and in writing.

§ 2 Definitions and Abbreviations

"Supplier" – the seller
"Dostlar" – Dostlar Dönerproduktion GmbH, 66578 Schiffweiler, Germany
"GPC" – these general purchasing conditions

§ 3 Offer and Conclusion of Contract

(1) If a contracting party makes an offer to conclude a contract for a meat delivery, it shall be bound by the offer for one week, unless the offer expressly contains a binding period.

(2) Delivery by the supplier shall be DDP (Incoterms 2010) Dostlar loading edge, unless otherwise agreed in writing.

(3) Dostlar may change the delivery time, delivery location and type of packaging at any time with 7 days' notice before the agreed delivery date. The supplier shall notify Dostlar of any change in costs in writing at least 5 days before the delivery date.

(4) Dostlar may terminate the contract in writing at any time stating reasons if it no longer wishes to use the products contrary to its own expectations. It shall then compensate for partial services already rendered.

§ 4 Acceptance Conditions

(1) The supplier bears responsibility for the correctness and completeness of labelling, transport, transit and import documents as well as the obligation to pay any duties.

(2) The supplier shall issue the following accompanying documents if requested in writing at no additional cost: a) commercial invoice in triplicate, b) certificate of origin, c) veterinary certificate, d) halal certificate.

(3) Each delivery must be accompanied by a delivery note specifying at minimum the type and quantity of goods, delivery date, delivery location, any deviations from the order, any interruptions to the cold chain, and the order date.

(4) The delivery date specified in the order or arising from these conditions may not be brought forward or exceeded without written consent from Dostlar.

(5) If the date by which delivery must be made at the latest can be determined from the contract, default shall occur upon expiry of that day without the need for a reminder.

(6) After prior warning, Dostlar is entitled to demand a contractual penalty of 0.5% for each commenced week of delivery delay, up to a maximum of 5% of the respective order value. The contractual penalty shall be credited against the delay damages to be paid by the contracting partner.

(7) The supplier is not entitled to make partial deliveries without written consent from Dostlar.

(8) The risk of performance or loss shall only pass to Dostlar when the goods are handed over at the agreed delivery location, even if shipment has been agreed.

(9) Meat and offal may only be delivered in hygienically impeccable refrigerated vehicles with functional cooling systems that guarantee the core temperatures stated below and that are to be cleaned and disinfected before each delivery. A temperature recorder must be present in the vehicle and temperature proof must be provided within 24 hours upon request. Core temperature limits: +7°C for lamb halves, beef quarters, calves and cuts thereof, boneless lamb, beef and veal; max. +4°C for poultry; max. +3°C for offal and slaughterhouse by-products/heads; min. -18°C for frozen goods.

(10) Larger pieces of meat (lamb halves, calves, beef quarters and their cuts) must be transported hanging. Only EURO meat hooks are permitted. Goods that cannot be transported hanging must be protected in or by mechanically and hygienically sound transport containers (E2 crates and hooks with tare weight indication).

(11) Goods to be delivered may not be transported together with used empty containers.

(12) Complaints about parts of the delivery entitle rejection of the entire delivery.

(13) Weights, quantities, categories and trade classes determined by Dostlar are authoritative for payment. Weight losses, transport damage or theft occurring during transport shall be at the supplier's expense. In the event of major discrepancies, a second weighing or counting may be carried out at the supplier's request. Such request must be made immediately after the weighing or counting. Later complaints are excluded.

(14) The supplier guarantees that delivering employees are trained in handling food and hold a valid health certificate or official confirmation of instruction pursuant to § 43 of the Infection Protection Act, and can prove this at any time upon request.

(15) The supplier shall provide transport packaging at cost price where it may exceptionally be charged. The supplier is obliged to dispose of any transport packaging.

§ 5 Prices, Transport and Ancillary Costs

(1) The parties shall determine prices in a separate agreement.

(2) Unless otherwise agreed in writing, prices are DDP (Incoterms 2010) Dostlar loading edge and include transport costs, packaging costs and statutory charges such as VAT.

(3) Unless otherwise agreed in writing: the supplier bears the transport costs and commissions the carrier.

§ 6 Plant Inspection and Changes to Quality Parameters

(1) Dostlar has the right to make unannounced inspections of the supplier's premises during working hours. This right includes inspection of all documents relating to quality assurance, production, storage and transport of the products supplied or to be supplied to Dostlar.

(2) Any changes to quality parameters and product compositions for goods intended for Dostlar must be approved in writing by Dostlar in advance.

§ 7 Declarations of Conformity

(1) The supplier guarantees compliance with all statutory regulations, in particular but not limited to those mentioned below, in connection with the production and trade of the goods to be delivered. The supplier guarantees: (a) The goods are not subject to labelling requirements pursuant to EC Regulation 1829/2003 and EC Regulation 1830/2003 in their respective current version. (b) Packaging complies with §§ 30, 31 LFGB, Regulation (EC) 1935/2004 and 10/2011 in their respective current version.

§ 9 Warranty

(1) Defects are in any case notified in good time if they are reported to the supplier in writing or orally within 4 business days of receipt of the goods.

(2) Payment of a supplier's invoice does not constitute acknowledgement that the goods are free from defects or complete, or that the delivery location and time were met.

(3) If the supplier ceases payments or insolvency proceedings are applied for over its assets, Dostlar is entitled to withdraw from the contract for the unfulfilled portion.

(4) Upon receipt of a defect notification by the supplier, the limitation period for defect claims is suspended until the supplier seriously and finally rejects the claims, declares the defect remedied, or otherwise refuses to continue negotiations on the claims.

§ 10 Liability

(1) The supplier is obliged to indemnify Dostlar on first demand against claims by third parties raised against Dostlar due to defects in the delivered goods.

(2) The supplier shall bear the costs of any recall of goods required vis-à-vis third parties.

(3) The supplier undertakes to conclude product liability insurance with a minimum coverage of €5,000,000. A copy shall be provided to Dostlar upon request.

§ 11 Confidentiality

(1) Both parties undertake to maintain the confidentiality of confidential information received from or disclosed to the other party in connection with the terms of this contract.

(2) Confidential information within the meaning of this contract means all data, documents and information marked as such and all information relating to technical, recipe-related or calculation details in any form.

(3) This clause shall survive the contract by five years after its termination.

§ 12 Use of Trademarks, Marks etc.

Without written agreement, no contracting party is entitled to use the trademarks or business names of the other in a trademark capacity.

§ 13 Changes to Conditions

The conditions of Dostlar current at the time of placing the order shall apply.

§ 14 Miscellaneous

(1) The supplier shall provide Dostlar with the contact details of its responsible veterinarian in writing and at short notice upon request. The supplier consents to Dostlar consulting this veterinarian regarding defects.

(2) The supplier shall provide current chemical-microbiological analyses of raw materials (including salmonella testing), plant hygiene and residue testing of meat upon request.

(3) This contract and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be Dostlar's place of business.

(6) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract. Amendments require written form. This also applies to this written form clause itself.