General Terms and Conditions (GTC) – B2B

General Terms and Conditions (GTC) – B2B Burghardt Foodgroup GmbH

These terms and conditions apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).

1. Scope of Application / Contracting Parties
1. These General Terms and Conditions (“GTC”) apply to all contracts for the delivery of goods and related services (in particular, packaging, finishing, customization, and project management) between Burghardt Foodgroup GmbH (“Seller”) and its customers (“Buyer”).
2. These GTC apply exclusively to businesses as defined in Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.
3. Any differing, conflicting, or supplementary terms and conditions of the Buyer shall not become part of the contract, even if the Seller does not expressly object to them. They shall only apply if the Seller has expressly agreed to their validity in writing.
4. Individual agreements, framework agreements, and special written agreements take precedence over these GTC.

2. Contract Formation / Written Form / Offer
1. Offers made by the seller are non-binding and subject to change unless expressly designated as binding.
2. Orders placed by the buyer constitute a binding offer to enter into a contract. The contract is concluded by: (a) written order confirmation from the seller, or (b) delivery of the goods, or (c) acceptance of payment by the seller.
3. If the buyer accepts an offer from the seller, acceptance must be declared within the period specified in the offer, or alternatively, within 7 calendar days of receipt of the offer.
4. Amendments or additions to a contract must be in writing. This also applies to any amendment or waiver of this written form requirement. Text form (e.g., email) is sufficient unless “in writing” as defined in Section 126 of the German Civil Code (BGB) is expressly required.

3. Prices / Additional Costs / Payment
1. All prices are net prices, excluding statutory VAT and shipping, packaging, transport, and, if applicable, insurance costs, unless expressly agreed otherwise.
2. Invoices are due for payment within 14 days of the invoice date without deduction, unless otherwise agreed in writing.
3. The seller is entitled at any time to require prepayment or security for all or part of the delivery if (a) the buyer is a new customer, (b) the seller has reasonable doubts about the buyer’s solvency or willingness to pay after conclusion of the contract, or (c) the order value is exceptionally high.
4. In the event of late payment, statutory default interest pursuant to Section 288 of the German Civil Code (BGB) applies. The seller is entitled to claim reminder fees, collection costs, and other damages resulting from the delay.
5. The buyer is only entitled to set-off and retention rights if their counterclaims have been legally established, are undisputed, or are ready for adjudication.

4. Price Adjustment Clause in Case of Cost Changes
1. If more than 30 calendar days elapse between the conclusion of the contract and the agreed delivery date, the seller is entitled to adjust the price appropriately if cost factors change significantly after the conclusion of the contract, in particular raw material prices, energy prices, transport costs, packaging material costs, labor costs, duties, or currency/import costs.
2. The seller will notify the buyer of the price adjustment in writing and provide a justification.
3. If the price adjustment exceeds 5% of the agreed net price, the buyer is entitled to terminate the contract within 7 calendar days of receiving the notification in writing. Otherwise, the adjustment is deemed accepted.

5. Delivery / Delivery Dates / Force Majeure
1. Delivery periods and delivery dates are only binding if they have been expressly agreed upon in writing.
2. The seller is entitled to make partial deliveries and provide partial services, provided this is reasonable for the buyer.
3. Events of force majeure or other unforeseeable circumstances beyond the seller’s control (e.g., operational disruptions, official measures, strikes, pandemics, supply chain disruptions, raw material shortages, transport disruptions) entitle the seller to extend delivery periods by the duration of the impediment plus a reasonable start-up period.
4. If an event as described in clause 5.3 lasts for more than 60 calendar days, both parties are entitled to withdraw from the contract with respect to the unfulfilled portion. Further claims are excluded, unless liability exists under clause 11.

6. Shipping / Transfer of Risk / Place of Performance
1. Delivery is ex works (seller’s warehouse/shipping point) unless otherwise agreed in writing.
2. The risk of accidental loss or accidental damage to the goods passes to the buyer upon handover to the carrier/freight forwarder (§ 447 German Civil Code), even in the case of carriage-paid delivery or delivery by the seller’s own means of transport.
3. At the buyer’s request and expense, transport insurance can be taken out.

7. Default of Acceptance / Storage Costs / Withdrawal
1. If the buyer defaults on acceptance or breaches its duty to cooperate, the seller is entitled to claim compensation for any resulting damages and additional expenses.
2. If the buyer fails to accept the goods within 10 working days of being notified that they are ready for shipment or collection, the seller may charge reasonable storage costs.
3. After the unsuccessful expiry of a reasonable grace period, the seller is entitled to withdraw from the contract and claim damages in lieu of performance.

8. Retention of Title (Extended)
1. The delivered goods remain the property of the seller until full payment of all claims arising from the business relationship.
2. The buyer may resell the goods subject to retention of title in the ordinary course of business. Claims arising from such resale are hereby assigned to the seller up to the amount of the respective final invoices. The seller accepts this assignment.
3. The buyer is obligated to handle the goods with care and to insure them adequately against standard risks at their own expense.
4. In the event of third-party access to the goods subject to retention of title, the buyer must notify the seller immediately and provide all necessary information.

9. Inspection and Notification Obligations / Defects
1. The buyer is obligated to inspect the goods immediately upon delivery and to notify the seller of any defects in accordance with Section 377 of the German Commercial Code (HGB).
2. Obvious defects must be reported in writing no later than 5 business days after receipt of the goods. Hidden defects must be reported in writing immediately upon discovery.
3. In the case of justified defects, the seller will, at its own discretion, provide subsequent performance by repair or replacement.
4. If subsequent performance fails, the buyer may, in accordance with statutory provisions, reduce the purchase price or – in the case of significant defects – withdraw from the contract.
5. Returns or exchanges of food products or hygienically sensitive products are excluded unless a justified complaint regarding defects has been made.
6. Deviations customary in the trade, as well as those due to nature or production (especially in natural products such as nuts, dried fruits, degree of roasting, color, taste, size, weight), are not considered defects, provided they do not significantly impair the purpose of the contract. The customer must notify the supplier immediately and provide all necessary information.

10. Returns
1. Returns are only permitted with the seller’s prior written consent.
2. If the seller approves a return, the buyer bears the costs and risk of the return shipment, unless the return is due to a defect attributable to the seller.

11. Liability
1. The seller is liable without limitation for intent and gross negligence, for injury to life, body, or health, and under the Product Liability Act.
2. In cases of simple negligence, the seller is liable only for breaches of essential contractual obligations (cardinal obligations). In this case, liability is limited to the foreseeable damages typical for this type of contract.
3. Otherwise, liability is excluded. The final settlement will be made at the end of the contract, unless expressly agreed otherwise.

12. Custom Products / Customization / Indemnification
1. For custom products, special orders, customizations, or finishing (especially logos, labels, private labels, and custom packaging), the buyer ensures that the content, data, trademarks, texts, designs, and specifications provided by the buyer are free from third-party rights.
2. The buyer indemnifies the seller against all third-party claims arising from the contractual use of such content. This includes reasonable legal costs.
3. For custom orders, cancellation, return, or exchange is excluded to the extent permitted by law.
4. Production-related over- or under-deliveries of up to ±10% for custom orders are considered to be in accordance with the contract and will be invoiced accordingly, unless expressly agreed otherwise.

13. Confidentiality
1. Offers, price lists, terms and conditions, product developments, layouts, concepts, and project documents of the seller are confidential and may not be disclosed to third parties without the seller’s prior consent.
2. The obligation of confidentiality does not apply to information that is demonstrably publicly known or must be disclosed due to legal obligations.

14. Place of Performance / Jurisdiction / Applicable Law
1. The place of performance for all services is the seller’s registered office, unless otherwise agreed in writing.
2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is – to the extent legally permissible – the seller’s registered office.
3. The laws of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

15. Final Provisions
1. Should individual provisions of these Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The statutory regulations shall apply in place of the invalid provision.
2. The seller is entitled to amend these Terms and Conditions for objective reasons. For existing contracts, the version valid at the time of conclusion of the contract shall apply. Obligations to disclose

As of January 18, 2026.