AGB's zu 21112neu19.qxp_Layout 1 15.10.19 14:47 Seite 1General Terms and Conditions
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Application:
Our contractual relationships with the customer shall be governed exclusively by andin accordance with these General Terms and Conditions. Divergent, conflicting oradditional general terms and conditions of the customer will not become a componentof the contract even if we do not explicitly object to them.
These General Terms and Conditions also apply to all future transactions between us
and the customer, and even if we unreservedly deliver the goods while at the sametime aware of divergent or conflicting terms and conditions.
Quotations:
Our quotations are revocable with respect to price, quantity, delivery date andavailability until the customer’s order has been confirmed by us in writing.
The goods are subject to normal commercial fluctuation. In so far, they may beregarded as approximating any information given in any brochures, samples andindications of weight referenced in the quotation, unless these are designated as beingbinding. Any information in our quotations regarding quality and number of leaves ofgelatin are to be regarded as mean values as applied generally to the industry.
We reserve the right to make any commercially normal changes in the properties andchemical composition of the goods if we assess such changes to be acceptable for thecustomer.
Order:
Our prices include delivery to the designated destination and include packaging butexclude the current legal rates for Value Added Tax, unless no other conditions havebeen agreed and correspondingly designated. Should we reduce or increase ourprices between the confirmation of the order and delivery due to the increase of (i)taxes, duties and/or charges, (ii) wage or material costs, (iii) raw material costs, or (iv)other costs in the food industry (such as prices for further components of the goods) or(v) other corresponding costs reduce or increase and is the period of time between theconclusion of contract and the delivery more than four weeks, the new prices valid on
the day of delivery will be charged. The changes will be communicated to the customer.
In case of a price increase the customer is authorized to withdraw from the contract
within a period of two weeks from the date of communication of the new prices. In
calculating the prices, those weights, number of items and quantities as calculated by
us apply unless the customer has raised objections immediately after thecommunication.
Any increases in freight charges or customs duties that come into effect subsequent toour order confirmation will be passed on to the customer.
On placing an order, the customer is obliged to inform us of his Value Added Tax
Identification Number.
Delivery:
Delivery times are calculated from the date designated on the order confirmation
unless another delivery date has been specifically agreed in writing.
The delivery time is regarded as having been fulfilled if the goods have been
dispatched from our company by the date designated. Delivery is also regarded as
being fulfilled if readiness for dispatch has been communicated but the customer has
not accepted delivery within the specified delivery period.
The delivery period shall be prolonged by the period during which, at no fault of ourown, events involving late or non-delivery by our suppliers, shortage of raw materials,
energy or staff, strikes or lock-outs or Acts of God are involved. We will inform ourcustomers as soon as possible about the commencement and end of such events.
Should due to such events a delivery be delayed by more than one month, both weand the customer are authorized to rescind from the contract with regard to the parts
affected by the delivery disturbance under exclusion of any other claims; this does not,however, apply to strikes and lock-outs.
Deliveries as a rule will be made in standard packs. Should this not be possible,
normal commercial deviations from the agreed delivery quantities are allowed.
Our obligation to deliver is at rest as long as the customer has not, in spite ofreminders, paid a due invoice.
If a series of partial deliveries within a certain period of time has been agreed, thesedeliveries to be accepted by the customer will be equally distributed over the period
unless otherwise agreed. Should the customer be in default of acceptance of suchdeliveries, we are authorized to store the goods at the cost and risk of the customer or,after expiry of an appropriate period of time, to subtract the said quantity from the final
delivery. In the latter case, any special conditions granted become null and void.
Dispatch, risk, packaging:
Unless otherwise agreed, we select the dispatch route and method, whereby theinterests of the customer will be taken into account. At the customer’s request, we will
insure the consignment against theft, breakage, transport, fire and water damage andany other appropriate insurable risk. The customer will be charged for the costsinvolved.
The risk of accidental loss, loss or damage of goods will pass to the customer as soon
as these have been dispatched or, in the case of goods being collected, as soon as
the customer has been informed that these are available for collection. This is also thecase for freight-free deliveries; for clarification: “freight-free” refers only to the transport
costs and does not mean the bearing of risk by us.. Should dispatch be delayed due tocircumstances which the customer is responsible for, the risks will pass to thecustomer as from the day that we confirmed availability for dispatch; however, if thecustomer so wishes, we will arrange the requested insurance at the cost of thecustomer.
Delivered goods with no or only minor defects or deviations are to be accepted,
notwithstanding any rights specified in section 7 below.
Packaging that is leased from or made available by us is to be returned immediately at
the customer's cost. Any loss or damage to such packaging is to be covered by thecustomer, as long as it has not been returned to us, unless the customer is not at fault.
Such leased packaging must not be used for any other purpose or for any otherproduct; it is specifically designated for the transport of the delivered goods. Labels orinscriptions must not be removed. Should such packaging fail to be returned by thecustomer within a period of three months, we are authorized, after expiry of an
appropriate grace period, to charge the customer with the cost of replacement.
Invoice, Payment:
Irrespective of the method of payment, an invoice will be sent to you via email. If novalid email-address exists, the invoice will be sent to you by post.
The customer hereby agrees to receive invoices in electronic form.
Unless otherwise agreed, invoices are payable within thirty (30) days without discount,unless no other payment terms have been agreed. Bills of Exchange can only beaccepted if specially agreed and then only if the customer pays all accompanying
appropriate costs such as interest etc. Payment is regarded as being fulfilled onlywhen it has been credited to our bank account. We retain the right to use suchpayments to balance out older outstanding payments, interest and other costs; this will
be done in the sequence costs, interest, outstanding payments. Retention of payment
and offset against claims on the part of the customer and rejected by us are notallowed unless determined by a court of law as final, undisputed or acknowledged byus.
Should the customer fail to pay in time, we are authorized to charge interest at a rateof 9 percentage points over the Base Interest Rate. We retain the right in such cases
to make claims for further damages.
Should the customer fail without legal justification to pay a substantial amount in time,
we are authorized to demand advance payment for any outstanding deliveries. Inaddition, we are authorized to withdraw from the contract if payment is not made after
expiry of an appropriate period of time set by us and payment has still not been made.
In such a case we are also authorized to prohibit the resale of the goods in question
and to collect them for return at the cost of the customer. Should payment not be madefor a substantial period over and above the due date of payment, we are authorized todemand immediate payment of all due payments.

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Should the financial circumstances of the customer deteriorate substantially or should
we hear of such a situation and it could endanger due payment, we are authorized torefuse the performance of our obligations until payment has been made or appropriate
security has been provided. After the expiry of an appropriate period of notice, we areentitled to withdraw from the contract.

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Complaints, liability:
The customer has to check by suitable measures whether the delivered goods areproper and suitable for the intended use.
Any obvious defects (e.g. complaints regarding the properties of the goods or thequantities) shall be notified to us in writing along with the appropriate invoice and ordernumbers, goods designation and type of container immediately but at the latest eightdays after receipt of the goods. Any hidden defects shall be notified at the latest threeworking days after discovery.
Should the customer fail to give the relevant notice in accordance with section 7.1, weaccept no liability for the defects not notified.
Any warranty claim is excluded should the customer or a third party further process orsell the goods, although defects could in fact have been discovered.
In the case of justified complaints of defects that have been notified in the appropriatemanner, we are obliged, within an appropriate period of time, to either – at ourdiscretion – eliminate the defects or to supply goods meeting the required
specifications (“supplementary performance”). Should supplementary performance fail,the customer is authorized to withdraw from the contract or to reduce the purchaseprice accordingly.
We are liable for damage resulting from a willful or grossly negligent breach of duty
committed by us or our vicarious agents, pursuant to the statutory provisions. We arealso liable pursuant to the statutory provisions for the culpable causation of bodily
injury (life, limb or health) and in cases of product liability under the German Product
Liability Act (Produkthaftungsgesetz). With the exception of the cases set out above, incase of slight negligence our liability for a breach of a material contractual obligation islimited to foreseeable and typical damage. Material contractual obligations are suchobligations which, in the first place, enable the fulfilment of the proper performance ofthe contract, and on the compliance of which the contracting party can regularly rely on.
In all other cases, not mentioned above, our liability is excluded.
Goods subject to claims may only be returned at our express request.

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Information and other data:
Gelatin can be stored for a practically unlimited period of time under dry and odorlessconditions. Aldehyde vapor, commonly contained in wood glue, can cause the goods
to harden and to become insoluble. We exclude any warranty claims by the customer
or a third party for damages that have been caused by the inproper storage.
We supply advice on technical applications to the best of our ability based on ourresearch and experience. However, any such advice on suitability and applicationmust be regarded as being nonbinding so that the customer is obliged to check
whether or not the goods are suitable for the applications and purposes intended andthe legal admissibility of such use.
Reservation of ownership:
Goods remain our property until the customer has fulfilled all of his obligations withrespect to payment for current and future business with us. This also applies if
individual or all outstanding payments have been incorporated in one invoice as abalance sum and these have been approved. This reservation of ownership and any
security made available to us remain in force until all contingent liabilities that we may
have entered into in the interests of the customer (e.g. check, Bill of Exchange) havebeen indemnified.
Should the goods be further processed by the customer or a third party, our ownershipwill be extended to the newly manufactured item. In the case of processing, combiningor mixing with other items, we retain ownership of the newly manufactured item inproportion to the quantity of our goods used at the time of processing or mixing. In
such a case, the customer is operating for us in processing the goods; in such casethe customer shall be granted an expectant right that accrues to the right of ownershipconditional upon the fulfillment of the requirements set out in section 9.1.
The customer is obliged to keep and handle the goods for us with care and to insure
the goods against loss and damage. Herewith, the customer assigns any insurance
claims to us in advance.
The customer is authorized to sell the goods to third parties within the course of normal
business. The customer is not allowed to dispose of the goods otherwise, in particularby assigning (Verpfändung) or offering as security (Sicherungsübereignung). Thisauthorization becomes invalid should the customer be in delay with payments.
The customer already now assigns to us any due payments in the amount ofoutstanding payments resulting from the resale of the goods still under our ownershipto third parties; this also applies to all supplementary and security rights including Billsof Exchange and checks that may be negotiated. In the case of the goods being soldwhereby we, according to 9.2, retain co-ownership, the assignment is restricted to thatpart of the goods still under ownership. Should such goods be sold together with othergoods at an inclusive price, the assignment is also restricted to the proportionalamount of the invoice (inclusive of Value Added Tax) for the goods sold still in coownership. In the case of processing within the scope of contract for work(Werkvertrag), the proportion of payment due corresponding to that of the coownership goods in the invoice (inclusive of Value Added Tax) is already now
assigned to us.
The customer is obliged, at our request, to inform his customer of such an assignment
and to provide us with adequate information on the customer as well as other relevant
documentation so that we may exercise our rights with respect to this customer ifnecessary. The customer may not come to any agreement with his customer that may
exclude or impair our rights in any way. He may especially not make any agreementthat would invalidate or impair the advance assignment of payment due to us.
Should the customer be late in fulfilling his payment obligations towards us, we areauthorized, after an unsuccessful reminder and notwithstanding any rights we have, todemand return of the goods still in our ownership and/or to exercise the rights
assigned to us directly. The demand of returning the goods shall only be deemed aswithdrawal from the contract if this has been explicitly declared in writing. The
customer is obliged to inform us immediately if any third party has access to the said
goods or assigned claims
Should the value of the security granted by the customer be in excess of the value of
payments due by more than 10%, we are obliged, at the customer’s request, to release
securities of our own choice.
Final provisions:
The place of fulfillment for delivery and payment is Eberbach, Germany. The exclusive
place of jurisdiction is Heidelberg, Germany, also for lawsuits involving documents,
bills of exchange and checks. However, we have the right to sue the customer at hisplace of general jurisdiction, should we wish to do so.
Customer data are stored and processed electronically to the extent necessary forcontractual relationships. We and the customer will observe the applicable dataprotection laws and regulations applicable to us/him and shall ensure that theemployees deployed in connection with the Contract and its execution commit to thedata secrecy, unless they have already been committed to it generally.
Should individual clauses of these Terms and Conditions be or become invalid, in partor in whole, this will not have any effect on the remaining clauses. The parties will thenreplace such invalid clauses with clauses that conform as far as possible to the original
economic intention of the original clauses.
The contractual relationships are subject to German Law; the application of the United
Nations Convention on Contracts for the International Sale of Goods (CISG) isexcluded.

G 69402
G 69402
GELITA
Deutschland
GmbHEBERBACH
ELITA
DeutschlandGmbH
EBERBACH
G Phone
G Fax
G PhoneG Fax
O . Box1253
6284-01
71 84-01
O.P .Box1253+49+4962 71
6284-27
71 84-27+49+4962 71
00 00