General Terms and Conditions of

FoodALYT GmbH

1. Scope

1.01 These Terms and Conditions shall apply to all agreements which commit us to any kind of deliveries
(including work and services etc.) in commercial transactions with businesses and legal entities under
German public law or a separate fund under public law – hereinafter referred to as customers.
1.02 The customer confirms the following conditions by placing an order.
1.03 Any additional or different (purchasing) terms and conditions of the customer are hereby rejected. These
terms and conditions apply only if we confirm this in writing.
1.04 These Terms and Conditions apply to all future supplies and services without future contracts having to
refer in particular to them.

2. Quotations and conclusion

2.01 The quotations contained in our catalogues, brochure, and other sales documents and in the internet (to
the extent not expressly designated as binding) are always subject to change without notice, i.e. only to
be understood as a request for a quotation.
2.02 All contractual agreements between us and the customer require the written form, or must be confirmed
by us in writing. An order which does not meet this requirement becomes binding when we accept to
dispatch the goods or perform other services.
2.03 Our employees and sales representatives are not entitled to oral side agreements (especially
assurances) that are beyond the scope of the written contract. The aforementioned regulations shall not
apply to oral declarations by the management or by persons with unrestricted authorisations from us.
2.04 We reserve the right to allow for minimal/insignificant deviations in the goods/service from the information
in our catalogues or offers. To this extent, specifications as to dimensions, weight, performance and
characteristics, etc., as well as illustrations and other technical information in catalogues, promotional
letters, etc. are not binding.
2.05 The minimum order value is currently EUR 75.00 plus statutory value added tax. For orders under this
limit, we charge a handling flat rate to the amount of EUR 15.00 which shall not be charged for orders via
our web shop.
2.06 When we declare our agreement to a customer request for the cancellation of an order, without the
existence of a defect or error in delivery on our part, we are entitled to charge the customer for all
costs/damages incurred by us as a result of the cancellation (e.g. with regard to our suppliers) incl.
compensation for lost profits. We are furthermore entitled to charge a processing fee to the amount of
15% of the value of the goods; however, at least EUR 28.00 plus VAT. Goods delivered by us will only
be accepted by us for return in faultless condition and carriage paid.

3. Terms of delivery, part orders and delays

3.01 To the extent that a delivery period has not been designated on our part as being binding, it shall only be
deemed agreed approximately. It shall be extended the time period between the date of conclusion of the
contract and the date of clarification of all technical and other details of the order, production of all and
any necessary documents as well as time periods in which Buyer is in arrears in its contractual duties
(e.g. agreed-upon advance payments).
3.02 We are entitled to render part services and make part deliveries insofar as this is not unreasonable for
the customer.
3.03 A performance or delivery period shall be suitably extended – also within arrears – upon the occurrence
of force majeure and all unforeseen obstacles occurring after conclusion of the contract for which we are
not responsible (in particular, also disturbances of operation, strikes, lock-outs or transport disturbances),
insofar as such obstacles can be proven to have a considerable influence on the planned performance or
delivery. This shall also apply if these circumstances occur with our suppliers or sub-contractors. We
shall notify the customer of the start and end of such obstacles as soon as possible. The customer can
then demand a declaration from us as to whether we wish to withdraw from the contract or deliver within
a reasonable period. If we do not make such declaration without delay, the customer can withdraw from
the contract. In such a case, claims to damages shall be ruled out.
3.04 With regard to punctual deliveries, we shall only be liable for our own culpability and that of our vicarious
agents. We shall not be answerable for delays of our previous suppliers. However, we engage to assign
any claims to damages against the previous suppliers to the customer.
4. Consignment, transfer of risk

4.01 Unless otherwise agreed, the place of performance is the registered office of our company or our
participating branch. We ship and insure the goods upon request from the customer and to the
customer's cost from the place of fulfilment or directly from the manufacturer's works.
4.02 Route and means of dispatch shall be at our discretion. Additional costs caused by shipping wishes of
the customer shall be charged to the latter.
4.03 Risk shall be transferred to the customer with hand-over of the goods to the forwarder. This shall also
apply to part and pre-paid deliveries. In the event of delivery with our vehicles, risk shall pass to the
customer as soon as the goods have been provided to it at the place stated by it.
4.04 If consignment or agreed collection is delayed at customer's instigation, the goods shall be stored at the
expense of the customer and risk. In such a case, notification of readiness for dispatch shall be equated
to dispatch. The invoice for the goods shall be due for payment immediately upon start of storage.

5. Prices and terms of payment

5.01 Prices shall apply ex place of performance plus packaging, freight/delivery charges, and flat rates
pursuant to section 2.05 and the valid value added tax.
5.02 Should delivery occur more than 3 months after conclusion of the contract, we reserve the right to
increase our prices in accordance with price list valid at that time or to increase them in proportion to
increases in costs which have occurred since conclusion of the contract.
5.03 We shall be entitled to demand advance payments if we have provided sub-services according to section
3.02 or if the customer delayed our performance without section 4.04 coming into effect.
5.04 If not agreed to the contrary, our deliveries and services shall be due for payment without deduction after
10 days and the customer is in default 30 days after receipt of the invoice or reception of the service as
per § 286 para. 3, German Civil Code. If circumstances become known after conclusion of the contract
which lead us to conclude, based on the necessary commercial criteria, that the payment of the purchase
price in accordance with the contract is put into question by the buyer’s lack of performance or desire to
provide such (e.g. delays in payment for other deliveries from us or third parties), we are entitled to
demand, setting an appropriate deadline, that the buyer choose between a pay-as-paid solution,
advance payment or sureties. Advance payment is due immediately.
5.05 A deduction of discount shall require specific agreements. Payments shall always be used to settle the
oldest due outstanding items, plus default interest incurred thereon. Assured discounts shall not be
granted if Buyer is in arrears with the payment of earlier deliveries.
5.06 Credits by means of cheques shall be less necessary expenditure for encashment with value date on the
day on which we can dispose of the equivalent value.
5.07 Default interest shall be charged at 8 % p.a. above the basic rate of interest (§ 247 German Civil Code)
insofar as we incur no greater losses.
5.08 The assertion of right of retention and off-setting by the customer on the basis of counter-claims which
are disputed or not legally established is excluded.
5.09 We may accept a bank guarantee to satisfy the agreed provision of security.

6. Retention of title

6.01 We retain title to the goods until payment of the purchase price or remuneration for a contract of work is
made in full. For goods which the customer (including principals of a work contract) purchases from us in
the context of an ongoing business relationship, we retain title until all our receivables from the business
relationship have been settled, including the receivables originating in future – also from contracts
concluded simultaneously or later. This shall also apply if individual or all our receivables have been
written to an open account and the balance has been struck and accepted. In the event of arrears in
payment of the buyer, we shall be entitled to take back the goods following a reminder and the buyer
shall be obliged to return them.
6.02 If the conditional goods are combined with other goods by the customer, co-ownership of the new object
shall accrue to us in the ratio of the value of the invoice of the conditional goods to the invoice value of
the other goods and the value of processing. If our ownership expires due to combining, blending or
processing, the customer transfers the rights accruing to it to the extent of the invoice value of the
conditional goods as early as conclusion of the contract and shall keep them on our behalf free of
charge. The ownership rights originating thereby shall be deemed conditional goods within the meaning
of sub-section 6.01
6.03 The buyer may only sell the conditional goods in the customary course of business at its normal terms
and conditions of business and as long as it is not in arrears, provided the claims from the resale pass to
us pursuant to the following sub-sections 6.04 to 6.05. It shall not be entitled to further disposals of the
conditional goods. Installation of the goods in a construction shall also be deemed resale.
6.04 Buyer's claims from the resale of the conditional goods are assigned to us. They shall serve as security
to the same extent as the conditional goods. If the conditional goods are sold by the customer together
with other goods not supplied by us, the claim from the resale shall be assigned in the ratio of the invoice
 value of our goods to the other goods sold. In the sale of goods to which we have co-ownership shares
pursuant to sub-section 6.02, a part corresponding to our share of co-ownership shall be assigned to us.
6.05 The buyer shall be entitled to collect claims from resale unless we recall the collection power in the cases
stated in sub-section 5.04, sentence 2. Upon request by us, the buyer shall be obliged to notify its
customers of the assignment to us straight away – insofar as we do not do this ourselves – and to give
us the documents and information necessary for collection (basis of claim and amount, name and
address of debtor. The buyer shall not be entitled to further assignment of the claim, unless this involves
assignment by means of genuine factoring. In this event, we must be notified in advance of the name of
the factoring bank and the accounts of the buyer kept there, and it is agreed with the factoring bank that
our claim shall become due for payment immediately upon crediting of the yield from factoring. This
assumes that the yield from the factoring exceeds the value of our secured claim, and that the account is
not subject to secured claims from other parties.
6.06 Insofar as the value of the conditional goods is involved, it shall result from our invoice value. We engage
to release collateral accruing to us upon request by buyer to the extent that its realisable value exceeds
the claims to be secured by 10 %.
6.07 The buyer shall inform us immediately of any interventions by third parties against the conditional goods
and the assigned claims.

7. Warranty, consequences of, notification of and liability for defects

7.01 We shall only be liable for defects, short deliveries and wrong deliveries in the services we render if the
customer has examined the goods received for quantity and property without delay, and notified us of
obvious and/or recognisable defects, short deliveries and wrong deliveries shall be notified in writing
within 7 days from receipt of delivery item, in any case before processing or installation. Further-reaching
obligations for commercial transactions pursuant to §§ 377, 378 German Commercial Code shall remain
unaffected.
7.02 If the buyer establishes defects in the goods/services, it may not dispose thereof, i.e. they may not be
divided, resold or processed, until an agreement on the handling of the notification of defects has been
achieved or proceedings for securing of evidence have been carried out by an expert commissioned by
the Chamber of Industry and Commerce at buyer's registered office.
7.03 The customer shall further be obliged to grant us the opportunity of establishing the defect notified on-
site or, at our request, to provide us with the object giving rise to complaints or samples thereof; in the
event of culpable rejection, warranty shall be forfeited.
7.04 We assume warranty only for defects which were present at delivery/acceptance, and thus not for
damage attributable to unsuitable or improper use, faulty assembly, commissioning, amendment or
repair not carried out by us, faulty or negligent treatment or natural wear and tear.
7.05 In the event of justified complaints, we shall be entitled to determine the nature of subsequent
performance (replacement delivery, reworking).
7.06 The expenditure necessary for subsequent performance, in particular transport and travel expenses,
shall not be borne by us to the extent that it is based on the fact that the purchased item has been taken
to a place other than the location of the professional activity or commercial branch establishment of the
recipient after receipt, unless such move corresponds to the intended use of the object. Claims to
recourse pursuant to §§ 478, 479 German Civil Code shall remain unaffected.
7.07 Claims to defect in quality shall be barred by limitation after 12 months. This shall not apply to the cases
falling under §§ 438 sub-section 1 no. 2 (buildings and objects for buildings), § 479 (claim to recourse)
and § 634a sub-section 1 no. 2 (building defects) German Civil Code.
7.08 Section 8 (General limitation of liability) shall apply to claims of damages and to claims for compensation
for expenditure.

8. General limitation of liability, reference to chemicals

8.01 Claims to damages and reimbursement of expenditure of the customer (hereinafter claims to damages),
regardless of the legal reason, in particular due to breach of duties from a contractual relationship and
from tort, are ruled out to the extent that we are not guilty of gross negligence and / or of violation of
fundamental contractual obligations (so-called cardinal duties). The claim to damages shall, however, be
limited to the foreseeable damage typical for the contract and our coverage limited to the amount of
public liability insurance concluded by us in the scope of normal diligence. Exclusion of liability shall not
apply in cases of assumption of a guarantee or a procurement risk. Furthermore, this shall not apply to
the extent that we are cogently liable, e.g. according to the Product Liability Act, in cases of gross
negligence, on account of injury of life, limb or health.
8.02 Reference to chemicals: We advise you to the best of our knowledge within the possibilities granted. Our
information, recommendations and tips do not release you from the necessity to examine our products
under your own responsibility for suitability for the purposes envisaged by you. Existing laws and
directives shall be complied with in all cases. This shall also apply with regard to all and any protective
rights of third parties.
9. Taking back of devices
9.01 Insofar as the buyer is an end customer engaged in business activity, we shall take back the devices
sold to the former after 13/08/2005 after cessation of use in accordance with the so-called Elektrogesetz
(Electrical and Electronic Equipment Act) of 23/03/2005 (Federal Law Gazette. I pg. 762) and properly
dispose of these. The end customer, however, must assume the return delivery and disposal costs or
compensate us for such. The end customer must inform us in writing as to the cessation of use.
9.02 The claim to assumption of costs by the end customer does not expire before 2 years after the cessation
of use. This two-year term begins at the earliest after receipt by us of the written notification from the
customer as to the cessation of use.
9.03 In the event that the buyer is a commercial dealer, it must oblige its customers – insofar as these are
likewise engaged in business – to ensure that such customers in turn dispose of the device at the
cessation of use in proper fashion and at own expense. Should the buyer neglect to do so, it must thus
itself take back the devices delivered at the end of use at its own expense and properly dispose of them.

10. Data protection

11. Place of performance, place of jurisdiction, applicable law

11.01 Place of performance for all supplies and exclusive place of jurisdiction for all and any disputes arising
from the supply agreement (including cheque and bill actions) shall be the registered office of our
company in 28359 Bremen, Germany or that of our branch involved in the contract. However, we shall
also be entitled to bring suit against the customer at its place of jurisdiction.
11.02 The contractual relationships shall be regulated exclusively according to the law valid in the Federal
Republic of Germany, excluding UN purchase law.