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General Terms & Conditions of Nature Vital GmbH & Co KG

1. Scope of applicability
Nature Vital GmbH & Co KG (seller) operates exclusively under the terms of this General Terms & Conditions (T&C). The applicability of other T&C, particularly insofar as they conflict with those of Nature Vital GmbH & Co KG, or deviate from them, does not apply; such T&C are not binding to Nature Vital GmbH & Co KG. For all deliveries, even those from future dealings, the conditions of Nature Vital GmbH & Co KG are exclusively authoritative.

2. Offer and conclusion of contract / Privacy
2.1 Offers from Nature Vital GmbH & Co KG are always non-binding, unless limited in time. Contracts are only considered accepted if they are confirmed by the seller in writing. For the content of the contractual relationship, only the written confirmation of Nature Vital GmbH & Co KG is authoritative. Samples are considered representative samples; the properties of the sample are not guaranteed. The sales staff of Nature Vital GmbH & Co KG are not authorized to make verbal collateral agreements or verbal promises that go beyond the content of the written contracts.

2.2 Nature Vital GmbH & Co KG retains property rights or copyrights for all offers and price estimates it issues, as well as any diagrams, illustrations, formulas, calculations, brochures, catalogues, models, tools, and other documents and aids provided to the customer. The client may not make these objects available to third parties (whether as is or in terms of their content), make them public, use them themselves or through third parties, or reproduce them without the express consent of Nature Vital GmbH & Co KG. At the direction of Nature Vital GmbH & Co KG the client must return these objects in their entirety and destroy any copies made, if they are no longer needed in ordinarily conducting business or if negotiations do not result in the conclusion of a contract.

2.3 The client is obligated to keep confidential all information relating to Nature Vital GmbH & Co KG which is not already obvious. The misuse and disclosure of data to third parties is strictly prohibited. The obligation to maintain confidentiality remains in place even after the end of collaboration between Nature Vital GmbH & Co KG and the client for the duration of 3 years. The obligation to maintain confidentiality does not apply to information which is generally available, or was obtained by the client through a third party or through a breach of a confidentiality agreement or from the client due to a legal requirement or administrative or judicial order.

3. Delivery
If not otherwise agreed to in writing, delivery shall occur from the applicable delivery warehouse (fulfillment site) within the agreed delivery timeframe. Circumstances which render production or delivery of goods impossible or excessively difficult, as well as all cases of force majeure, official/governmental actions, operating and traffic disruptions and the like, even affecting suppliers of Nature Vital GmbH & Co KG, release Nature Vital GmbH & Co KG from the delivery obligations for the duration of the obstruction and its effects. The seller is then not obligated to deliver the remaining quantity. Compensation claims by the client (buyer) will not be honored.

Also excluded are damages resulting from injury to life, body, or health, if Nature Vital GmbH & Co KG is responsible for a breach of its obligations, and other damages which result from an intentional or negligent breach of obligations. A breach of obligations by Nature Vital GmbH & Co KG is considered equivalent to a breach by a legal representative or one of its agents.

In the case of the cancellation of an order the buyer is obligated, subject to further claims, to indemnify
Nature Vital GmbH & Co KG for damages resulting from expenses and any lost profits. However, in the case of non-delivery, the buyer has the right to withdraw, at the earliest three months after the agreed delivery date. Any further claims are waived.

4. Packaging
If an order is packaged in containers provided by the buyer, the suitability of the packaging will not be guaranteed. Nature Vital GmbH & Co KG is entitled to object to the unsuitable packaging material. If no subsequent delivery of said packaging material occurs within two weeks, Nature Vital GmbH & Co KG is entitled to use suitable material at the client’s expense. Nature Vital GmbH & Co KG will try to use suitable packaging material which the client agrees to.

All risks are assumed by the buyer as soon as the goods ordered leave the delivery warehouse or have been delivered to the buyer. Transport damages are to be reported immediately by Nature Vital GmbH & Co KG. If a shipping company has been contracted for the shipment, the damages must be noted in the bill of lading. With rail transport, a certification from railway authorities must be requested and immediately submitted. In the case of transportation damages, the terms and conditions of the shipping company must be followed and the damages claimed against the shipping company. Nature Vital GmbH & Co KG is always entitled to render partial deliveries or partial services. Excess or shortfall deliveries of 10% of the contracted quantity are permitted.

5. Notice of defects
Compliance with the delivery and service obligations of Nature Vital GmbH & Co KG requires the proper and timely fulfillment of the obligations of the contracting party (buyer). The buyer is obligated to inspect the goods within five days of receipt. Possible defects are within this time period are to be reported in writing to Nature Vital GmbH & Co KG.

Claims made later regarding defects will not be honored. The disputed goods are to be kept by the buyer until the final decision by Nature Vital GmbH & Co KG and may be returned only with the consent of Nature Vital GmbH & Co KG. The buyer must in all cases allow Nature Vital GmbH & Co KG to inspect these goods. Nature Vital GmbH & Co KG reserves the right to fulfill the warranty obligation by its choice of granting credit, replacement, conversion, price reduction, or repair.

Nature Vital GmbH & Co KG will not be responsible for any costs incurred by the buyer in commissioning an analysis. The proper statutory foodstuff designation when purchasing goods is the responsibility of the buyer, regardless of the product name assigned by Nature Vital GmbH & Co KG.

In the case of a valid claim of defects, Nature Vital GmbH & Co KG is obligated only to take back the goods delivered, and may at its option either reduce the purchase price according to the proportion of disputed or defective goods (compared to the entire shipment) or deliver replacement goods in proper condition. If a replacement delivery occurs and fails, the buyer has the right to cancel the order or reduce the purchase price. Further claims made by the buyer will be excluded.

6. Limitation
Claims by the buyer due to material defects lapse within six months of the date the goods were received, if they are not reported in writing during this time period. If interventions by third parties occur, or the goods are not used, stored, handled, etc. as intended, any liability on the part of Nature Vital GmbH & Co KG is void.

7. Prices, payment terms, cooperation obligations of the buyer
7.1. Price changes by suppliers of Nature Vital GmbH & Co KG may occur and can be passed on to the buyer. Invoicing is based solely on the quantities, masses, and weights determined by the seller’s factories or distribution centers at the time of shipping. Invoices from Nature Vital GmbH & Co KG are payable (strictly net) immediately upon receipt, unless alternate payment terms have been agreed upon in writing.

If the payment period is exceeded, Nature Vital GmbH & Co KG is entitled to charge interest on the purchase price in the amount of 5% over the respective basis interest rate of the European Central Bank, starting on the day the invoice becomes overdue. The right to collect substantial damages due to the delay is expressly reserved.

Moreover, Nature Vital GmbH & Co KG is entitled to withhold further shipments until the buyer has fully settled the outstanding claims. Nature Vital GmbH & Co KG reserves the right to transfer the claims to third parties.

7.2. The buyer supports Nature Vital GmbH & Co KG in fulfilling the services provided for in the contract. The buyer is obligated to provide the services to be rendered by him/her (e.g. providing the delivery address, or delivering labels, suitable packaging material, or raw materials) in a timely manner. In the case of a delay on the part of the buyer, Nature Vital GmbH & Co KG is entitled to invoice any production costs which have accrued up to that time. Such a delay by the buyer occurs at the latest 24 days after receiving a written request by Nature Vital GmbH & Co KG.

7.3 Nature Vital GmbH & Co KG warrants that the goods to be delivered shall be free of defects and shall conform to valid foodstuff statutes. However, with contract manufacturing according to customer specifications, Nature Vital GmbH & Co KG does not assume any warranty for the chemical and physical reactions and the shelf stability of the end product. The customer is solely responsible for the accuracy of any raw materials provided. Legal product registration is generally the responsibility of the customer.

7.4 Nature Vital GmbH & Co KG will store customer-specific materials for up to one month free of charge. Beyond this time period, storage costs will be passed to the customer, including customary interest. Materials which cannot be stored will be destroyed or returned 14 days after receiving the inspection report.

If no countervailing agreement is reached, production development costs are the responsibility of the customer. These include making product samples and, in the case of commissioning, the creation of labels. If the labels are supplied by the customer, Nature Vital GmbH & Co KG assumes no responsibility for the accuracy of the information on the labels.

Nature Vital GmbH & Co KG assumes no liability and makes no warranty for marketability, in view of composition, dosing, label text, etc.

7.5 Product quantity calculation by Nature Vital GmbH & Co KG is based on the quantities indicated in the formulas. Due to unavoidable production-related losses of raw materials, the quantity delivered can deviate from the quantity ordered by approximately 10%. These deviations are factored into the prices set by Nature Vital GmbH & Co KG.

7.6 With production according to the directions of the customer, the customer assumes responsibility for the fact that he/she maintains all patent-, utility model-, or other industrial property rights. The customer is obligated to indemnify and hold harmless Nature Vital GmbH & Co KG with respect to all claims from third parties. If Nature Vital GmbH & Co KG is forced to defend itself in court or out of court against the defense of third-party property rights, the customer is also obligated to assume all process costs and remit the appropriate process cost advance payments to the attorney hired by Nature Vital GmbH & Co KG.

8. Retention of title
All goods delivered remain the property of Nature Vital GmbH & Co KG until the buyer has settled all claims.

9. Payment terms
9.1. The invoice amounts, without any deductions, are due by the payment date shown on the invoice. Disputes regarding the invoice are to be submitted immediately in writing. The invoice is considered to be accepted seven days after the invoice date at the latest.

9.2 The right of refusal by the buyer is excluded in business transactions with dealers. An offset by the buyer is not permitted, if a counter-claim by Nature Vital GmbH & Co KG is recognized in writing, or established as legally binding.

9.3. If the invoice is not settled, Nature Vital GmbH & Co KG is entitled to charge an arranged interest rate pursuant to section 7.2 of this AGB.

9.4 Nature Vital GmbH & Co KG is entitled, despite any other conditions of the buyer to the contrary, to apply payments to an older balance first. In this case, Nature Vital GmbH & Co KG shall inform the buyer immediately as to the type and amount of the offset applied.

9.5 A payment is considered to be made when Nature Vital GmbH & Co KG is able to access the funds. Checks and
bills of exchange are accepted only on account of performance.

9.6. If the buyer owes outstanding balances to Nature Vital GmbH & Co KG which are overdue by more than 14 days, all existing balances become payable immediately.

9.7. Existing balances owed to Nature Vital GmbH & Co KG may be subrogated only with its previous written consent.

10. Liability
The buyer assumes sole responsibility for the marketability in the applicable country of products ordered. The same applies for all textual and promotional statements listed on packaging as well as placing the products on the market. Insofar as liability on the part of Nature Vital GmbH & Co. KG should nevertheless result from the respective legal circumstances, the buyer shall indemnify Nature Vital GmbH & Co. KG in its internal relationship from any claims and provide corresponding compensation for damages, including all costs for defense against such claims.

This applies also for resulting attorneys’ fees and court costs. This regulation also applies insofar as the rights of third parties are impaired by placing the applicable product on the market (e.g. patent rights, trademark rights or the like). This applies particularly in the case of exports of Nature Vital GmbH & Co KG goods by the buyer in regions outside the Federal Republic of Germany, particularly if Nature Vital GmbH & Co KG products infringe the property rights of third parties. The same applies if bodily damage or damage to health or property occurs through improper use.

11. Fulfillment location
Unless otherwise stated in the order confirmation, Hanau is the fulfillment location.

12. Place of jurisdiction
12.1. The place of jurisdiction is Hanau.

13. Final provisions
The execution of the contract, as well as its legal evaluation, is subject to German law, regardless of whether the contract was concluded in Germany or abroad. In every case, only German law applies, to the exclusion of foreign law, particularly to the exclusion of the provisions of the UN Sales Convention and the law of the European Union.

14. Severability clause
If individual stipulations of this contract, including this guideline, are invalid wholly or in part, the validity of the remaining stipulations or parts of such stipulations is unaffected. The applicable legal regulations apply in place of the stipulations.

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