GENERAL TERMS AND CONDITIONS
OF NAVITALO_® GMBH

§1 Scope

(1) The General Terms and Conditions (in the following referred to as “GTC”) govern the sale of products by naVitalo_® GmbH (in the following referred to as “Supplier”) to you (in the following referred to as “Customer”), in the version valid at the time of the order.

(2) Deviating general terms and conditions of the Customer are rejected.

(3) Please read these terms carefully before placing an order with the Supplier. By placing an order with the Supplier, you agree to the application of these GTC to your order.

(4) Changes to these GTC shall be notified to the Customer by the Supplier in text or written form. The new version of the GTC shall be deemed to have been approved if the validity thereof is not objected to in writing within 14 days of being sent. The date of receipt by the Supplier shall be decisive for the timeliness of the objection. In the event of an objection, the previous version of the GTC shall initially continue to apply, however, the Supplier reserves the right to terminate the existing contract with the Customer within 14 days after receipt of the objection.

§ 2 Conclusion of the contract

(1) Contracts can only be concluded in written form in German and English.

(2) The offers are directed exclusively to customers (food manufacturers,
-producers and processors) with an invoice and delivery address in: Europe, Switzerland, United Kingdom, Norway, Brazil and Peru.

(3) The presentation of the goods on the website does not constitute a legally effective offer. Through the presentation of the goods, the customer is merely invited to make an offer.

(4) The order constitutes an offer to naVitalo_® GmbH to conclude a purchase contract. The customer makes a binding offer when he sends the order process by entering the information requested there by e-mail.

(5) The purchase contract between the supplier and the Customer is only concluded by a declaration of acceptance by the supplier. This takes place on the earlier of the two dates, either sending the goods or sending a shipping confirmation by e-mail.
Please note that a confirmation of receipt of your order does not constitute a declaration of acceptance in the aforementioned sense.

(6) Your orders will be stored by us after the contract is concluded. If you lose your records of your orders, please contact us by e-mail or telephone. We will send you a copy of the order data.

§ 3 Contract release order

Unless otherwise expressly agreed and confirmed in writing by the supplier, a maximum term of 24 months shall apply to contract release orders, commencing on the date of the contract release order. After expiry of the maximum term, the Customer shall be obligated to compensate for the quantity not yet accepted, for any preliminary work already performed and/or procurements of raw materials and materials.

§ 4 Prices and shipping costs

(1) Price calculations shall be made according to the information provided by the Customer. Changes to the content of the service shall entitle the Supplier to adjust the price, whereby the Supplier shall be entitled to base the additional content of the service on the conditions customary at the Supplier.

(2) Agreements on prices and services refer, unless otherwise agreed, ex warehouse/plant (FCA). Further costs, such as customs duties, freight, packaging, insurance premiums as well as the statutory value added tax will be added.

(3) In the case of offers to our purchasers, the respectively agreed Incoterms shall apply.

(4) Our prices are exclusively in Euro. In the case of sales in foreign currency, we are entitled to adjust any exchange rate changes.

§ 5 Payment

(1) The customer can pay for the goods by the following method of payment: Invoice with payment term after 14 days, unless otherwise agreed.

(2) The customer is not allowed to pay for the goods by sending cash or checks.

(3) If the customer is in default of payment, the Supplier is entitled to demand interest on arrears in the amount of the usual percentage p.a. above the respective base interest rate. The supplier reserves the right to show and claim a higher damage caused by default.

(4) The Customer shall only be entitled to offset or withhold payment from the Supplier if the counterclaims have been legally established or acknowledged by the Supplier.

(5) For all claims arising from the transactions between the supplier and the Customer, a prohibition of assignment is agreed with regard to the claims against the supplier.

§ 6 Retention of title

(1) The supplier retains ownership of the goods until full payment has been made. This also applies to all future deliveries, even if the supplier does not expressly refer to this in every order. The supplier is entitled to demand the return of the purchased goods if the customer behaves contrary to the contract, in particular if he is in default with a payment obligation.

(2) Treatment and processing of the goods subject to retention of title shall be carried out for the supplier within the meaning of § 950 BGB (German Civil Code) without any obligation on the part of the supplier. The treated and processed goods shall be deemed to be goods subject to retention of title within the meaning of clause (1).

(3) In case of seizure or other impairments, the customer is obliged to inform the supplier immediately.

(4) If the value of the securities existing for us exceeds our claims by a total of one percent, we shall be obliged to release securities of our choice to this extent at the request of the customer.

(5) If the retention of title is ineffective under the law of the country in which the Customer demands the goods, the security for claims shall be deemed to be agreed which can be validly agreed in the country concerned and which is economically closest to the retention of title. The Customer is obliged to take the necessary measures.

§ 7 Shipping, packaging and transfer of risk

(1) Unless otherwise agreed, all our deliveries are ex warehouse/works. Customs duties, freight, packaging, insurance premiums and the statutory value added tax shall be borne by the Customer. The customer is responsible for compliance with foreign customs and import regulations.

(2) The risk of the delivered goods passes to the customer as soon as the delivery has been handed over to the person carrying out the transportation or has left the supplier’s warehouse or the warehouse of the warehouse keeper commissioned by him for the purpose of dispatch. This also applies if the shipment is delivered by vehicles of the supplier.

(3) Goods reported ready for shipment must be called off immediately. Otherwise, the supplier is entitled to ship them at their discretion or to store them at the expense and risk of the customer and to charge immediately. If the customer does not accept the delivery in the agreed time, he is still obliged to pay the purchase price.

§ 8 Delivery time/ Delivery period

(1) The beginning of the delivery times stated by the supplier presupposes the timely and proper fulfillment of the obligations of the customer. The supplier expressly reserves the right to plead non-performance of the contract.

(2) If the Customer is in default of acceptance or if he intentionally and culpably violates other obligations to cooperate, the Supplier shall be entitled to demand compensation from the Customer for the damage incurred by him in this respect, including any additional expenses. Further claims remain reserved. The risk of accidental loss or accidental deterioration of the purchased goods shall pass to the Purchaser at the time when the Purchaser is in default of acceptance.

(3) In the event of a delay in delivery not caused intentionally or by gross negligence on the part of the Supplier, the Supplier shall be liable for each completed week of the delay within the scope of a lump-sum compensation for delay amounting to a maximum of five percent of the value of the delivery, but not exceeding a total of 15 percent of the total value of the delivery. The net invoice amount of the commercial invoice shall be deemed the delivery value.

(4) Any further liability for damages due to delay is excluded. This does not apply if the delay is due to intent or gross negligence on the part of the Supplier.

(5) A reasonable grace period with threat of refusal on the part of the Customer can be set. This entitles the Customer to withdraw from the contract after fruitless expiry. Claims for damages due to non-performance are excluded.

(6) The supplier is entitled to partial delivery and partial performance to an extent reasonable for the customer.

(7) Compliance with the delivery obligation by the supplier requires the timely and proper fulfillment of the obligations and duties of the Customer.

§ 9 Self-delivery

(1) The Supplier retains its right to self-delivery. In the event of delivery problems or defects, the supplier shall be released insofar as it cannot be supplied correctly, on time or at all from a corresponding previously concluded coverage contract and the supplier can invoke its reasonable period of freedom from performance.

(2) If there is a strong risk of self-delivery, the supplier is obliged to inform the customer immediately after he has become aware of it.

(3) The Supplier may only invoke its right to self-supply if it has previously concluded a concrete covering transaction with the Customer. The Supplier has already concluded a concrete covering transaction beforehand if it is in possession of a legally binding purchase contract (agreement) with a supplier on the day of conclusion of the sales contract with the Purchaser.

§ 10 Customs

(1) If you order products from the Supplier for delivery outside the European Union, you may be subject to import duties and taxes, which will be levied once the goods reach the specified destination. Any additional charges for customs clearance will be borne by the Customer.

(2) Furthermore, please note that when ordering from the Supplier, you are considered an importer and must comply with all laws and regulations of the country in which you receive the products. The protection of your data is important and therefore the Supplier would like to point out that cross-border deliveries are subject to opening and examination by customs authorities.

§ 11 Warranty for defects/ Liability

(1) The Customer shall notify the User in writing of any defects in the goods delivered by the Supplier without undue delay, but no later than one week after receipt of the delivery item. Defects that are not detected at this time after careful inspection must be reported in writing immediately after discovery. In the event of non-compliance, the goods shall be deemed to have been approved, unless the defect was fraudulently concealed by the supplier.

(2) Insofar as the defect has been notified under the obligations of item (1), the Customer shall be entitled to demand a remedy of the defect or a replacement delivery. In case of a removal of defects the supplier is obliged to bear all expenses necessary for the purpose of the removal of defects, in particular transport, travel, labor and material costs, as far as these are not increased by another place of performance.

(3) If the Supplier is not prepared to remedy the defect or make a replacement delivery, or if this is delayed beyond a reasonable period of time for reasons for which the Supplier is responsible, or if the remedy of the defect or the replacement delivery fails, the Customer may, at its option, withdraw from the contract or demand a corresponding reduction in the purchase price.

(4) The supplier is not liable for damage that has not occurred to the delivery item itself. Other claims are excluded.

(5) The Customer’s warranty claims shall become statute-barred six months after the passing of risk.

(6) Material inspection costs due to a complaint by the customer shall be borne by the customer.

§ 12 Data protection/ Confidentiality

(1) The customer agrees that his contact data will be stored by means of an electronic data agreement within the framework of the conclusion of the contract and, if necessary, passed on to third parties, insofar as this is required for the processing of the contract.

(2) All information that has become known in the course of the conclusion of the contract shall be treated confidentially towards third parties. This applies in particular to price agreements.

(3) Each contracting party is obliged to treat all data and information that are not publicly accessible as confidential and to use them exclusively for the intended purpose. Data and information may only be passed on to third parties who require them for the fulfillment of the contract.

(4) The obligation of confidentiality does not apply to data and information that must be disclosed to third parties due to legal obligation. In this case, the other party must be informed immediately.

§ 13 Final clause

(1) Place of performance
The place of performance among merchants shall be exclusively the registered office of the respective active branch of the Purchaser, in cases of doubt the registered office of the Purchaser’s head office.

(2) Ineffectiveness
The invalidity of individual terms and conditions shall not affect the validity of the delivery contract or the validity of the remaining terms and conditions of sale and delivery.

(3) Force majeure
In the event of force majeure, the supplier is entitled to withdraw from the contract without granting compensation. A possible right of withdrawal of the purchaser remains unaffected. Force majeure shall be such cases as war, fire, strikes, forces of nature or other comparable cases.

(4) Jurisdiction
The exclusive place of jurisdiction for all claims arising from or in connection with the transactions governed by these General Terms and Conditions is Mülheim an der Ruhr, Germany.

(5) Choice of law
The law of the Federal Republic of Germany shall apply to the full exclusion of the Vienna UN Convention on Contracts for the International Sale of Goods of 1980.

(6) Form
Insofar as the written form is required for declarations, the text form shall be equivalent to the written form insofar as it makes the issuer recognizable. The burden of proof for the receipt of e-mails shall be borne by the sender.

(7) Severability clause
Should a provision in these GTC or a provision within the scope of other agreements be or become invalid or inapplicable in an individual case, this shall not affect the validity of any other provision or agreement. In this case, the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.