General Terms and Conditions of Sales of Hilcona AG

A. Introduction

A.1 These General Terms and Conditions of Sales (“GTCS”) become a part of every contract between Hilcona AG, with its registered office at Bendererstrasse 21, 9494 Schaan, Principality of Liechtenstein (the “Seller”), and the respective buyer specified in the contract (the “Customer”), even if the Seller does not expressly refer to these GTCS in the context of its offer, order confirmation, documents accompanying the delivery or elsewhere. Contracts may also be concluded orally, by email, fax or by other means.

B. Term of a contract

B.1 If a contract has been concluded for an indefinite term, it may be terminated by either party without stating a reason by giving a three (3) months’ notice ending at the end of a calendar quarter.

C. Purchase orders

C.1 Purchase orders and agreements should be made in writing; a message sent by e-mail or fax is deemed to suffice to comply with the requirement for written form. The same applies to any supplements, amendments and ancillary agreements. However, this shall not prejudice the effectivity of oral contracts (e.g. concluded by telephone) or implied contracts.

D. Delivery

D.1 Unless the Seller specifies otherwise in the contract, in its offer, a price list, an order confirmation or elsewhere, the provisions of Incoterms 2020, DDP, Customer’s Delivery Address, shall apply to all deliveries.

E. Specifications

E.1 All statutory and productspecific information is presented to the Customer and the end user transparently, by means of product labelling and product specifications. Apart from the information required by law, product specifications may contain additional information. This information is included in the lists of components. The currently applicable versions of specifications are available from GS1 or - if a particular company or subdivision does not work with GS1 - are made available by other means.

F. Reservation of ownership title

F.1 The goods shall remain the property of the Seller until they have been paid in full. As long as the Customer complies with its obligations under the contract and/or these GTCS, the Customer is entitled to process and resell the goods within its usual business operations.

G. Forecasts

G.1 If the parties decide to prepare forecasts, they will update such forecasts on a regular basis. The Customer acknowledges that, for operational reasons, it is necessary for the Seller to stock the raw, auxiliary, operating and packaging material necessary for the manufacture of the goods in order to ensure the Seller’s ability to deliver the goods.

H. Prevention of food waste

H.1 If the Seller manufactures goods exclusively tailored for the Customer (e.g. goods under the Customer’s trademarks), the Seller may not sell such goods to third parties. There is an exception to this rule in cases where the Seller has already started or even completed production of the goods in good faith based on non-binding forecasts and the Customer does not demand all these goods or part thereof in time and, as a result, the marketability of the goods is jeopardised. In this case, such “overproduction” may be sold or given away by the Seller through social services, sales to employees, outlets and/or the secondary market.

I. Liability of the Seller

I.1 Goods shall be deemed defective if they substantially differ from the agreed specifications at the time of delivery in accordance with the applicable Incoterms unless the Seller is entitled to deviate from the specifications pursuant to paragraph E.

J. Billing and terms

J.1 Invoices shall be sent by the Seller in electronic form to the e-mail address or to the postal address of the Customer specified to the Seller. The Customer is obliged to raise any objections against an invoice in writing to the Seller within five (5) business days of receipt; after expiry of this deadline, the Customer’s right to object expires.

K. Compliance

K.1 When processing personal data, the Customer agrees to comply with the legal regulations applicable to such a procedure. The Customer has become acquainted with the Seller’s declaration on personal data protection (*1) and agrees to inform its employees about the declaration on personal data protection.

L. Intellectual property

L.1 The Seller shall remain the sole owner of all intellectual property rights with respect to the goods, in particular recipes, specifications, technologies, processes, procedures, concepts (application concepts, recipe folders, images and photos) and ideas (the “Seller’s Intellectual Property”), unless they are the Customer’s own trademarks; in the case of the Customer’s own trademarks, the parties shall make separate arrangements.

M. Final provisions

M.1 The present document is governed by the laws of the country in which the Seller has its registered office to the exclusion of the UN Convention on Contracts for the International Sale of Goods.