General terms of delivery

Article 1 Validity of the conditions

(1) All SARVAL Fischermanns GmbH’s deliveries, performances and quotes in business transactions with other business operators (Section 14 Bürgerliches Gesetzbuch (BGB – German Civil Code) shall be effected exclusively on the basis of these terms of business. They shall therefore also apply to all future business relations with the same business operators, also even if they have not been expressly agreed again. These terms shall be deemed to have been accepted at the latest upon acceptance of the goods or performances. Objection is herewith being made to Customer counter-confirmations that reference the Customer’s terms of business or purchase. Objection is being expressly made to the inclusion of the Customer’s general terms of business.

(2) All agreements made between SARVAL Fischermanns and the Customer for the purpose of the executing this contract shall be recorded in writing. The written form shall also be deemed to have been complied with in the event of fax transmissions with signature. It shall only be possible to waive the written form requirement by written agreement.

Article 2 Quotation and conclusion of contract

(1) Quotations by SARVAL Fischermanns are subject to confirmation. If these are accepted by the Customer, contracts shall only be concluded with SARVAL Fischermanns’ written confirmation.

(2) Only agreements made in writing shall become the subject matter of the contract. Oral agreements require SARVAL Fischermanns’ written confirmation for them to become effective. The agreements shall then come into effect with the content of SARVAL Fischermanns’ written confirmation unless the Customer objects to the confirmation in writing within three days of receipt (24 hours in the case of transmission by fax). Saturdays, Sundays and general nationwide German holidays interrupt the time limit.

Article 3 Prices

(1) The agreed prices are net prices, which shall be increased by the statutory value added tax and, in the event of deliveries of goods, additionally by the purchase tax to be levied on the goods if not expressly agreed otherwise.

(2) Subject to other agreements, the prices are ex SARVAL Fischermanns GmbH’s production site or distribution warehouse.

Article 4 Delivery

(1) Subject to other contractual agreement, delivery shall be made ex SARVAL Fischermanns’ production site or distribution warehouse. The Customer shall bear the delivery costs to the amount customary in the market, without SARVAL Fischermanns GmbH being liable for the cheapest freight.

(2) Delivery dates and delivery time limits shall only be binding if they have been agreed in writing. SARVAL Fischermanns shall not be responsible for delays in delivery and performance as a result of force majeure or other events which do not only temporarily make the delivery substantially more difficult or impossible for SARVAL Fischermanns – including, in particular, strike, lockout, official orders, pandemics (such as, for example, SARS-CoV 19), machine breakdown, etc., even if they have occurred at SARVAL Fischermanns’ suppliers or their sub-suppliers – of cessation of or delays in performances by suppliers and sub-suppliers for which SARVAL Fischermanns is not responsible or by service providers required for production or insufficient supply of raw materials – even in the event of bindingly agreed time limits and deadlines. They shall entitle SARVAL Fischermanns to postpone the delivery or performance by the duration of the impediment plus a reasonable lead time or to withdraw from the contract in whole or in part due to the part that has not yet been fulfilled.

(3) The Customer shall be entitled, after it has set a reasonable extension of time, to withdraw from the contract with respect to the part not yet performed if the impediment lasts longer than three months. The Customer shall not be able to derive any claims for damages from extended delivery times or SARVAL Fischermanns GmbH being released from its obligation. SARVAL Fischermanns shall only be able cite the mentioned circumstances if it notifies the Customer immediately.

(4) SARVAL Fischermanns shall be entitled to make partial deliveries and partial performances at any time, unless the partial delivery or partial performance is obviously not of interest to the Customer. In the event that SARVAL Fischermanns GmbH is not able to fully satisfy the Customers’ delivery rights due to an insufficient supply of raw materials, it shall be entitled to reduce its delivery obligations equally, without the Customer being entitled to withdraw from the contract as a result of it doing so. If a ship sale is to be processed within the delivery period, the Customer agrees that SARVAL Fischermanns will bundle the goods available to it in such a way that allows the ship sale to be processed on time.

(5) In the event of delivery on call, including the call of partial quantities, or in the event of agreed collection of the goods, also in the event of the successive collection of partial quantities, the Customer shall make the call or effect collection at the latest within 10 days of SARVAL Fischermanns’ request as otherwise acceptance shall be deemed to have been delayed and the legal consequences agreed upon for such default of acceptance shall apply (Article 4 Paragraph 7). In the event that it is possible for the Customer to call or collect partial quantities for delivery in accordance with the agreement and if the individual partial quantities have not been agreed in terms of size, SARVAL Fischermanns shall determine these at its reasonable discretion.

(6) Adherence to the delivery and performance obligations by SARVAL Fischermanns requires the timely and proper fulfilment of the Customer’s obligations.

(7) The Customer shall be in default of acceptance, if, in spite of the date for the acceptance obligation and a written reminder from SARVAL Fischermanns, it does not accept and pay for the goods within three working days after the reminder. SARVAL Fischermanns shall be entitled to demand compensation for the damage it suffers as a result of the Customer’s default of acceptance. Irrespective of the assertion of greater damages, SARVAL Fischermanns shall be entitled to demand from the Customer an allowance for expenses to the amount of 0.5% for each commenced week of the default of acceptance, however, not exceeding a total amount of 5% of the price agreed for the goods for which the default of acceptance has occurred. The risk of accidental deterioration and accidental loss of the goods shall pass to the Customer as it enters into default of acceptance. When the Customer is in default of acceptance, SARVAL Fischermanns shall be entitled to withdraw from the contract in whole or in part at any time and shall be released from the obligation to deliver to this extent. SARVAL Fischermanns may alternatively store or sell the goods at any time during the default of acceptance and may do so at the Customer’s expense. Without prejudice to further damages, the Customer shall then compensate SARVAL Fischermanns for the loss incurred from the resale of the quantity not accepted at the currently attainable market price. SARVAL Fischermanns shall determine this market price by querying three other market participants (price determination). SARVAL Fischermanns shall be entitled to claim from the Customer the difference between the price agreed with the Customer and the price resulting from the price determination as liquidated damages.

Article 5 Transfer of risk

The risk shall pass to the Customer as soon as the consignment has been handed over to the person carrying out the transport or it has left SARVAL Fischermanns’ production site or distribution warehouse for the purpose of shipment. The risk shall pass to the Customer on notice of readiness for shipment if the shipment is delayed at the Customer’s request.

Article 6 Product quality and warranty

(1) The goods that are the subject matter of the contract shall be manufactured in accordance with good professional practice. SARVAL Fischermanns shall only be required to warrant further quality characteristics, quality features or certain suitability for use if these have been expressly agreed in the contract.

(2) The values determined by SARVAL Fischermanns on calibrated measuring equipment or according to recognised laboratory methods shall be relevant in regard to quantities and dimensions of the goods that are the subject matter of the contract and their components. Only the reserve sample kept by SARVAL Fischermanns shall be used for later determinations. The Customer may at its own expense attend in person all determinations of quantities and dimensions of the goods that are the subject matter of the contract itself or be represented by competent persons and may request a part of the reserve sample required for inspections at any time during the warranty period. Shortfalls of no more than 2% do not constitute grounds for Customer claims.

(3) The Customer’s obligation to inspect the goods and to give notice of defects shall be governed by Sections 377 of the Handelsgesetzbuch (HGB – German Commercial Code) on condition that the Customer must give written notice of defects that have become apparent during a careful inspection to SARVAL Fischermanns within two working days of receipt of the goods. With the processing, mixing or passing on of the goods, the Customer shall be deemed to have approved the goods within the meaning of the aforementioned legal provision.

(4) The warranty period is one year from delivery. SARVAL Fischermanns may, in the event of a justified notice of defect, either remedy the defect or deliver defect-free goods at the Customer’s option and at its own expense. If that should fail, the Customer may demand a reasonable reduction of the remuneration or rescission of the transaction. SARVAL Fischermanns shall only be liable to pay damages under the conditions and to the extent specified in Article 7.

(5) The Customer may not assign warranty claims.

Article 7 Liability

(1) Claims for damages against SARVAL Fischermanns are ruled out, irrespective of the type of breach of duty, including tortious acts, insofar as they are not based on intentional or grossly negligent actions.

(2) In the event of the violation of essential contractual obligations, SARVAL Fischermanns shall be liable for negligence, but only up to the amount of the foreseeable damage. It shall not be possible to make claims for loss of profit, claims for damages by third parties or claims for other indirect and consequential damages unless a characteristic guaranteed by SARVAL Fischermanns has the specific purpose of protecting the Customer from such damages.

(3) The liability limitations and exclusions set out in Articles 1 and 2 do not apply to claims that have arisen due to fraudulent conduct by SARVAL Fischermanns or in the event of liability for guaranteed characteristics, claims in accordance with the Product Liability Act or damages resulting from injury to life, body or health.

(4) As far as SARVAL Fischermanns’ liability is ruled out or limited, this exclusion or limitation shall also apply to SARVAL Fischermanns’ employees, representatives and vicarious agents.

Article 8 Payment

(1) If not otherwise agreed, SARVAL Fischermanns’ invoices shall be payable without deduction 10 days after the invoice was issued. SARVAL Fischermanns shall, in spite of any of the Customer’s provisions to the contrary, be entitled to set off payments initially against the Customer’s older debts and it shall inform the Customer about how such setting-off has been effected. SARVAL Fischermanns shall, in the event of costs and interest having already been incurred, be entitled to initially balance the payment against the costs, then the interest and finally the main performance.

(2) A payment shall only be deemed to have been made when the amount is at SARVAL Fischermanns’ disposal.

(3) Should the Customer’s performance become delayed, also without any separate reminder from the 11th day after the invoice was issued (Article 8 Paragraph 1), SARVAL Fischermanns shall, from the point in time concerned, be entitled to demand interest to the amount of nine percentage points above the base interest rate. Proof of further damage suffered by SARVAL Fischermanns as a result of the delay shall be admissible.

(4) Should SARVAL Fischermanns become aware of circumstances that call into question the Customer’s creditworthiness or should the customer cease its payments or should SARVAL Fischermanns become aware of other circumstances that raise doubts about the Customer’s creditworthiness, e.g. the substantial reduction or the cancellation of the Customer’s credit limit with a recognised del credere insurer, SARVAL Fischermanns shall be entitled to make the entire remaining debt due. SARVAL Fischermanns shall in this event also be entitled to demand advance payments or the provision of security before further deliveries. Should SARVAL Fischermanns be unable to obtain del credere insurance coverage from a recognised del credere insurer with which SARVAL Fischermanns cooperates to cover the Customer’s payment obligation arising from the contract, SARVAL Fischermanns shall be entitled to make the delivery dependent on the advance payment of the purchase price or the provision of a directly enforceable, unconditional and unlimited guarantee on first demand from a major German bank.

(5) The Customer shall only be entitled to set-off, withhold or reduce performances, even if notices of defects or counter-claims have been asserted, if the counter-claims have been legally established or are undisputed. The Customer shall, however, also be entitled to retention on the basis of counter-claims arising from the same contractual relationship. The assignment of the Customer’s rights and the transfer of its obligations from this contract shall only be effective with SARVAL Fischermanns’ consent.

(6) In the case of payments by direct debit, the Customer shall be obliged to issue a binding direct debit mandate. SARVAL Fischermanns shall be entitled to send the Customer the preliminary information (‘Pre-Notification’) with a shorter time limit than 14 days before the due date.

Article 9 Retention of title

(1) Until the fulfilment of all claims (including all balance claims from current account) against the Customer to which SARVAL Fischermanns is entitled for any legal reason now or in the future, SARVAL Fischermanns shall be granted the following securities which SARVAL Fischermanns shall at its discretion release upon request provided that their value exceeds the claims by more than 20% on a sustained basis.

(2) The goods shall remain the property of SARVAL Fischermanns. Processing or transformation shall always be carried out for SARVAL Fischermanns as the manufacturer, but without any obligations for SARVAL Fischermanns arising out of this. If SARVAL Fischermanns’ (co-)ownership expires due to combination or mixing, it is already now agreed that the Customer’s (co-)ownership in the combined item shall pass to SARVAL Fischermanns in proportion to the value (invoice value). The Customer shall keep the (co-)ownership for SARVAL Fischermanns free of charge. Goods in which SARVAL Fischermanns is entitled to (co-)ownership shall hereinafter be referred to as goods that are subject to reservation in title.

(3) The Customer shall be entitled to process and sell goods that are subject to reservation in title within the ordinary course of business as long as it has not defaulted on its performances. Pledges or transfers of ownership by way of security are not permitted. The claims arising from the resale or any other legal basis (insurance, tort) in regard to the goods that are subject to reservation in title (including all balance claims from current account) are already now being fully assigned by the Customer to SARVAL Fischermanns as security. SARVAL Fischermanns revocably authorises the Customer to collect the claims assigned to SARVAL Fischermanns for its account in its own name. It shall only be possible for this collection authorisation to be revoked if the Customer does not properly fulfil its payment obligations.

(4) In the event of third parties accessing the goods that are subject to reservation in title, in particular seizures, the Customer shall draw attention to SARVAL Fischermanns’ ownership and shall inform SARVAL Fischermanns immediately so that SARVAL Fischermanns is able to enforce its right of ownership. To the extent that the third party is not able to reimburse SARVAL Fischermanns for the judicial or extrajudicial costs arising in this regard, the Customer shall be liable to this end.

(5) In the event of the Customer’s conduct breaching this contract – in particular default of payment – SARVAL Fischermanns shall be entitled to withdraw from the contract and to demand the return of the goods that are subject to reservation in title.

Article 10 Applicable law, place of jurisdiction, partial invalidity

(1) The law of the Federal Republic of Germany shall apply to these terms of business and the entire legal relationship between SARVAL Fischermanns and the Customer. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

(2) The exclusive place of jurisdiction for all disputes arising directly or indirectly out the contractual relationship shall be Selm.

(3) Should any provision in these terms of business or any provision within the scope of other agreements be or become ineffective, this shall not affect the effectiveness of all other provisions or agreements.

Date: July 2023