1 GENERAL – SCOPE OF APPLICATION
(1) Our (=seller’s) terms and conditions apply exclusively; any terms and conditions of our customers (=buyers) which conflict with or deviate from our terms and conditions and which we do not expressly recognize in writing are not binding on us, even if we do not expressly object to them in the individual case.
(2) These terms and conditions apply exclusively to entrepreneurs, legal persons under public law or special funds under public law as defined by section 310(1) of the German Civil Code [Bürgerliches Gesetzbuch – BGB].
(3) They also apply to all future transactions with the buyer insofar as business of a related nature is involved.

2 CONCLUSION OF CONTRACT AND TERMS OF PAYMENT
(1) Our offers are without engagement in respect of price, quantity, delivery time and availability. We reserve the right to over- or undersupply quantities by up to 10% of those ordered. Transactions and agreements become effective for us only once we have confirmed them in writing. Unless a fixed price has been agreed in the individual case, our offers are subject to reasonable price adjustments due to wage, material or distribution costs for orders shipped at least 2 weeks after conclusion of the contract. The buyer will be informed of the price adjustment immediately.
(2) Unless otherwise agreed, payments must be made strictly net to us in advance. Orders are shipped only after the seller has received payment, unless otherwise agreed in the individual case. Value-added tax is added to our prices at the applicable statutory rate. Unless otherwise stated in the confirmation of order, our prices apply ex works. Deviations therefrom require the seller’s confirmation in writing.
(3) If payment in advance is waived in the individual case and the buyer falls into arrears with settlement of the payment, the seller reserves the right to change the terms of payment to payment in advance for all remaining shipments. The customer may exercise the right to withhold payment only if it has a counter-claim based on the same contractual relationship. A demand for payment may be offset only with an uncontested or legally established claim. If payment is delayed, interest may be charged at the standard bank rate.

3 SHIPMENT
When the goods are shipped to the buyer, the risk of accidental loss or deterioration of the goods is passed to said buyer on dispatch to the buyer, at the latest when they leave the factory or warehouse. This applies irrespective of (i) whether the goods are dispatched from the place of performance or (ii) which party bears the costs of freight. The type of packing lies at our discretion. There is no claim for damages due to inadequate packing.

4 DELIVERY
(1) The delivery dates named by the seller to the buyer are non-binding. If, in contrast to the above, a fixed delivery date is agreed, it is contingent on the seller itself being supplied. Insofar as, due to non-availability of the supply, delivery is delayed and cannot be performed by the new delivery date either, we may withdraw from the contract completely or partly; we shall immediately refund any consideration (in the form of payment of the purchase price) already effected by the buyer. Non-availability of a supply is the case, for example, if (i) one of our suppliersactive ingredient or the packing material. The exclusion of liability does not apply to damage defined under section 309 no. 7 a) and b) of the German Civil Code [Bürgerliches Gesetzbuch – BGB].

6 RETENTION OF TITLE
(1) Until full settlement of all the seller’s current and future claims vis-à-vis the buyer arising from a contract of sale and an ongoing business relationship (secured claims), the seller reserves the right to retain title to the items sold.
(2) The goods subject to retention of title may be neither pledged nor assigned as security to third parties until full settlement of the secured claims. The buyer shall immediately notify the seller in writing if and to what extent third parties seize goods belonging to the seller. However, the buyer may use the reserved goods and resell them in the ordinary course of business provided that it is not in arrears with its payment obligations. As a precaution, the buyer assigns to the seller claims vis-à-vis its business partners arising from the sale in the final invoice amount (including value-added tax). The seller accepts said assignment. The buyer of the reserved goods shall disclose to third parties that it has acquired the item from the seller subject to the right of retention.
(3) If the buyer breaches the contract, e.g. by failing to pay the purchase price due, the seller may, under the statutory provisions, withdraw from the contract and/or, based on its right to retain title to the goods, demand that they be handed over. This demand does not simultaneously constitute a declaration of withdrawal; instead, the seller may simply demand the handover of the goods and reserve the right to withdraw from the contract. If the buyer fails to pay the purchase price due, the seller may assert these rights only if the buyer had previously been set a reasonable deadline that it did not meet or such deadline is unnecessary under the statutory provisions.
(4) The buyer may resell and/or process, combine or mix the reserved goods. In this case, the following applies:
(a) Retention of title extends to the products – at their full value – arising from the processing, mixing or combining of our goods, with the seller being deemed as the manufacturer under section 950 of the German Civil Code [Bürgerliches Gesetzbuch – BGB]. If third-party rights continue to exist when the goods are processed, mixed or combined, the seller acquires joint title thereto in proportion to the accounting values of the processed, mixed or combined goods. Otherwise, the same applies for the products arising as for the reserved goods supplied.