Rudolph Debbler SCHWEDE Fleisch GmbH & Co. KG
Peter Street 24 – 26
D-49134 Wallenhorst

Phone: +49 (0) 5407 – 830 00

Terms of sale and delivery

1. general
1. All contracts concluded with us are subject to the following terms and conditions. They are a legally binding part of the contract for all our business transactions and are recognized as binding by the buyer when the order is placed. We do not recognize deviating terms and conditions, collateral agreements and amendments and require our express written confirmation in any case to be effective.

2. the confirmation of sale conclusively regulates the legal relationship between us and the seller. Verbal collateral agreements and subsequent amendments shall only be binding if they are confirmed by us in a written addendum to the sales confirmation.

Objections to the content of the sales confirmation must be made in writing and received by us no later than the end of the next working day after receipt of the sales confirmation. After this point in time, the sales confirmation is finally legally valid.

3. our terms and conditions of sale and delivery only apply to companies within the meaning of § 14 BGB (German Civil Code).

4. should individual parts of the terms and conditions be or become invalid, this shall not affect the validity of the remaining terms and conditions of sale and delivery. Instead, the invalid condition shall be replaced by a condition that comes closest to the economically intended purpose of the contract and whose agreement is legally permissible.

II. place of performance, place of jurisdiction, applicable law, contract language
1. The place of performance for both parties with regard to all obligations is Wallenhorst.

2. the exclusive place of jurisdiction for all present and future claims arising from business relations with merchants and legal entities under private and public law shall be Osnabrück, Federal Republic of Germany. We are also entitled to sue the buyer at other permissible places of jurisdiction.

3. the law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.

4. the authoritative contractual language is German.

III. delivery, delay in delivery and acceptance
1. Delivery shall be made from our cold store at the scheduled loading time, excluding slaughterhouse compensation levy and other ancillary charges. The delivery times stated by us are non-binding unless they are expressly designated as binding. They are subject to the resolutory condition of correct and timely delivery to us. The agreement of “prompt” delivery obliges us to deliver within 14 days after conclusion of the transaction; in the case of a foreign or overseas transaction, this shall be understood to mean loading or shipment in the country of origin within 21 days. Compliance with the delivery period presupposes the fulfillment of the buyer’s contractual obligations. If a binding delivery time promised by us is exceeded, the buyer must set us a reasonable grace period of at least seven days in writing. After fruitless expiry of this grace period, the buyer shall only be entitled to claims for damages if the delay is due to intent or gross negligence. Circumstances that make the delivery of the ordered or sold goods impossible or excessively difficult, as well as all cases of force majeure, official measures, operational disruptions and the like, even if they are attributable to our suppliers, shall release us from the obligation to deliver for the duration of the hindrance or its after-effects.

2. we are entitled to make partial deliveries to a reasonable extent.

3. in the event of official inspections of the goods delivered by us, we must always be enabled to carry out a cross-check by appointing a counter-expert or leaving original samples.

VII Retention of title
1 . We reserve title to the goods delivered by us until the purchase price has been paid in full. This shall also apply if individual or all of our claims have been included in a current invoice and the balance has been struck and recognized. If the buyer is a legal entity under public law or a merchant for whom the contract is part of the operation of his commercial business, the retention of title shall also expressly apply to the claims that we have against the buyer from our ongoing business relationships, including all ancillary claims (in the case of payment by check or bill of exchange until the check or bill of exchange is cashed). The buyer must handle and store the reserved goods properly and insure them unless they are intended for immediate use; if he breaches this duty of care, he shall be liable for the resulting damage.

2. the purchaser is not entitled to pledge the goods to Drille or to assign them as security until the purchase price has been paid in full. In the event of interference by third parties with our security interests, in particular in the event of seizure, he must notify us immediately in writing and at the same time initiate measures to avert such interference without being requested to do so. The costs of such measures and the costs of any intervention proceedings initiated by us shall be borne by the purchaser.

3. if the buyer has assigned the reserved goods or other items affecting his business to third parties in advance or otherwise encumbered them with third party rights or if he has disposed of his claims from sales, in particular by global assignment, he must inform us of this before delivery. In this case, we shall be released from our delivery obligations. If the buyer accepts our goods without notifying us of the aforementioned advance dispositions, he shall not be entitled to process and sell the goods.
4. if the goods delivered subject to retention of title are combined or mixed with other items, the seller shall acquire co-ownership of the new item or the mixed stock.
3. the buyer is entitled to store the reserved goods for us. He is also entitled to sell the goods subject to retention of title or the product made from them in the ordinary course of business. If the goods delivered subject to retention of title or the items manufactured therefrom are resold or processed by the purchaser, regardless of their condition, the purchaser hereby assigns to us all claims against his customer or third parties arising from the sale or processing, with all ancillary rights and priority over the rest, until all our claims arising from the delivery of goods have been settled in full. We accept the assignment. If a new item or stock produced by combining or mixing is resold or processed, the assignment shall extend to the amount corresponding to the invoice value of the reserved goods. The buyer is authorized to collect these claims for our account. Our authority to collect the claims ourselves remains unaffected by this. However, we undertake not to collect the claims as long as the buyer duly fulfills his payment obligations to us. If this is not the case, the buyer must, at our request, name the debtors of the assigned claims, notify them of the assignment and hand over to us the documents for asserting the assigned claims. From the time at which we prohibit the collection of the assigned claims, the buyer may no longer accept any payments.

6. the right of ownership shall also apply vis-à-vis the forwarding agent and carrier to whom the goods were handed over at the buyer’s request or at our instigation.

7. if the buyer fails to meet his obligations arising from this or other transactions or if his financial circumstances deteriorate significantly, we shall be entitled to take direct possession of the goods in our ownership without recourse to the court after issuing a reminder. For this purpose, the Buyer shall permit access to its business and storage premises at any time. The returned goods will be credited by the buyer at our discretion at the prices charged or at the prices valid on the day of the return, whereby 25% plus the costs of the return will be deducted for lost profit and for delivery costs. A further deduction is made if the goods are no longer as good as new. We are also authorized to dispose of the goods without being bound by the statutory provisions on the sale of pledges. The buyer retains the right to prove that no damage or less than 25% damage has been incurred.

8. if, in connection with the payment of the purchase price by the buyer, a bill of exchange liability is established for us, the retention of title and the underlying claim from the delivery of goods shall not expire before the bill of exchange has been honored by the buyer as drawee.

9. if the value of the existing securities exceeds the claims to be secured by more than 20%, we shall be obliged to release them to this extent at the buyer’s request.

VIII. Empties
The buyer is obliged to provide empties of the same type and quantity as the delivery upon delivery. The empties must be cleaned and handed over in compliance with hygiene regulations. If the buyer is unable to hand over the empties on delivery, he must ensure that the empties are returned within seven days. If the customer is in default with the return, we are entitled to refuse to take back the goods and to demand compensation after setting a reasonable grace period. A list of outstanding empties sent to the buyer shall be deemed accepted if the buyer does not object within seven days. Status as at 28.08.2012 (MS)