§ 1 VALIDITY, GENERAL PROVISIONS

1. These Sales, Delivery and Payment Terms (VLZ) are part of all offers and contracts for deliveries by the seller, including in ongoing and future business relationships.

2. Deviating agreements and conditions, in particular purchasing conditions of the buyer or orderer (hereinafter referred to only as buyer), are only binding if they are confirmed in writing by the seller. Silence does not constitute consent.

3. If the VLZ were not received by a merchant with the offer or were not handed over to him on another occasion, they shall apply if he knew or should have known them from a previous business relationship.

§ 2 OFFERS, DELIVERY PERIODS, CONFIRMATION LETTERS

1. Offers are generally non-binding with regard to delivery quantity, delivery time and price; intermediate sale remains reserved. We particularly reserve the right to charge the prices valid on the delivery date if price increases have resulted from higher market quotations for meat and livestock in the meantime. Our prices include standard commercial packaging. Non-compliance with delivery dates and delivery periods by the seller only entitles the buyer to assert his rights if he has set the seller a reasonable grace period of at least 14 days.

2. Agreements with agents, in particular all orders placed with us, require written confirmation for their validity. Orders placed will be shipped one day after receipt of the order, unless a later date has been agreed.

§ 3 DELIVERY AND TRANSFER OF RISK

1. Deliveries are made at the receiving station. There is no entitlement to free delivery to the premises. In case of express shipping, the additional costs are borne by the buyer. Natural weight loss occurring during transport is borne by the buyer.

2. Upon delivery, the buyer bears the shipping risk.

3. Labor disputes or unforeseeable extraordinary events such as sovereign measures, traffic disruptions, etc. release the seller from the delivery obligation for the duration of their effects or in case of impossibility completely.

§ 4 PAYMENTS

1. Payments to the seller must be made net cash immediately upon receipt of the goods. Something else only applies if other payment conditions have been expressly agreed between the seller and buyer.

2. Invoice settlement by check or bill of exchange is made on account of payment and requires the consent of the seller. When paying by check or bill of exchange, all costs incurred are borne by the buyer. In case of a check or bill of exchange protest, the seller can demand immediate cash payment in exchange for return of the check or bill of exchange, including for papers that may become due later.

3. In case of payment default, the interest incurred and other costs must be compensated. The interest amounts to at least 2% above the federal discount rate.

4. Due to justified defects or other complaints, the buyer may only temporarily withhold that part of the purchase price which corresponds to the invoice amount of the defective part of the delivery.

5. The offsetting of counterclaims is only permissible insofar as they are undisputed or legally binding claims.

6. The seller is entitled to demand security for payment before delivery of the order if changes in the assessment of the buyer's creditworthiness have occurred, in particular due to non-compliance with payment obligations and payment delays. This also applies if the seller becomes aware of the buyer's payment difficulties. In these cases, the seller is also entitled in any case to change originally agreed payment conditions as well as to immediately stop delivery.

7. Representatives of the seller are not authorized to collect without special power of attorney.

§ 5 HANDLING INSTRUCTIONS AND WARRANTY

1. All sausage and meat products, with the exception of vacuum-packed goods, must be unpacked immediately upon receipt, checked and properly stored in cool, airy and dry rooms.

2. A prerequisite for all warranty rights is that the above handling instructions are observed exactly. Defect complaints must be made directly to us. They must be reported to us in writing immediately after receipt of the goods, at the latest within 3 days and before passing on to third parties. The delivery note must be attached. In case of justified defects, our warranty is limited to replacement delivery or reduction at our choice. Damage compensation claims by the buyer are excluded in any case, unless they are based on intent or gross negligence of our executive employees or are the subject of guaranteed properties. In these cases, the damage compensation may not exceed the loss incurred and lost profit which we should have foreseen as a possible consequence at the time of contract conclusion, taking into account the circumstances.

§ 6 RETENTION OF TITLE

1. Until full payment of all claims and ancillary claims from the business relationship, regardless of the legal basis, as well as until redemption of bills of exchange and checks given for this purpose, the goods remain our property. The inclusion of individual claims in a current account or the drawing of a balance and its recognition do not cancel the retention of title. In case of a current account, the reserved goods serve as security for the entire balance claim of the seller. In case of payment default by the buyer, the seller is immediately entitled to take back and the buyer is obligated to surrender. The seller is entitled to enter the buyer's premises for the purpose of taking back. The buyer can sell the delivered goods in ordinary business dealings, but not pledge or transfer ownership as security.

2. The reserved goods must be stored separately from other goods, marked upon request of the seller and insured against fire and theft.

3. By processing these goods, the buyer does not acquire ownership of the items manufactured in whole or in part; the processing takes place free of charge exclusively for the seller, without the seller being obligated thereby. Should the retention of title nevertheless expire due to any circumstances, the seller and buyer already agree that ownership of the items passes to the seller with processing, who accepts the transfer of ownership. The buyer remains their unpaid custodian. When processing together with goods not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the reserved goods to the other goods at the time of processing. If reserved goods are connected, mixed or blended with goods not belonging to the seller according to §§ 947, 948 of the Civil Code, the seller becomes co-owner according to the legal provisions. If the buyer acquires sole ownership through connection, mixing or blending, he already now transfers to the seller co-ownership in proportion to the value of the reserved goods to the other goods at the time of connection, mixing or blending. The buyer must store the item, which also applies as reserved goods within the meaning of the following provisions, free of charge.

4. If reserved goods are sold by the buyer, alone or together with goods not belonging to the seller, the buyer already now assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and in priority to the remainder. The seller accepts the assignment. The value of the reserved goods is the seller's invoice amount plus a security surcharge of 10%, which however is not taken into account insofar as third-party rights oppose it. If the resold reserved goods are in the seller's co-ownership, the assignment of claims extends to the amount corresponding to the seller's share value in the co-ownership.

5. The seller authorizes the buyer, subject to revocation, to collect the claims assigned according to the above paragraphs. The seller will not make use of his own collection authority as long as the buyer meets his payment obligations, including to third parties. Upon request of the seller, the buyer must name the debtors of the assigned claims and notify them of the assignment himself.

6. The buyer must immediately inform the seller of enforcement measures by third parties against the reserved goods or against the assigned claims, handing over the documents necessary for the objection.

7. With cessation of payments, application for or opening of bankruptcy, a judicial or extrajudicial composition procedure, the right to resale and utilization of the reserved goods and the authorization to collect the assigned claims expire; in case of check and bill of exchange protest, the collection authorization also expires.

8. If the value of the securities granted exceeds the claims by more than 20%, the seller is obligated to transfer back or release to that extent at his choice. With settlement of all claims of the seller from the business relationship, ownership of the reserved goods and the assigned claims pass to the buyer.

9. If the buyer delivers the goods on credit, he is obligated to also reserve ownership with a clause that corresponds to the retention of title clause of these VLZ.

10. All paragraphs of § 6 apply - insofar as relevant - also to the extended retention of title as well as to balance claims of the seller.

§ 7 PLACE OF PERFORMANCE AND JURISDICTION

1. The place of performance for payment of the purchase price as well as for other services of the buyer is always Schüttorf.

2. The place of jurisdiction for full merchants is the place of the seller's commercial establishment, i.e., Nordhorn or Osnabrück.

§ 8 MISCELLANEOUS

Should a part of these VLZ be invalid, the validity of the remaining provisions is not affected.