General Terms and Conditions (AGB) of BABYLON FEINKOST GmbH

1. Basis of Order (Auftragsgrundlage)

1.1 We only supply to resellers, commercial enterprises, and wholesalers. 1.2 Our General Terms and Conditions form the basis of every order from and to us. 1.3 Contradictory provisions made by our business partner are not binding on us. Other amending or contradictory contractual provisions shall only be binding on us upon our written confirmation.

2. Order Confirmation (Auftragsbestätigung)

Written and verbal information, descriptions, cost estimates, and the like concerning the subject of the order are non-binding, unless they are laid down in writing by us upon conclusion of the contract or with the order confirmation. Additions or amendments to the order also require the written form of the contract or our written confirmation.

3. Delivery Terms (Lieferbedingungen)

3.1 The delivery time is set by BABYLON FEINKOST GmbH. We exclude claims for compensation due to delay. 3.2 In the event of force majeure, unavoidable operational disruptions, strikes, lockouts, and delays in material delivery, the delivery period shall in any case be extended by the duration of the hindrance and a reasonable start-up time. 3.3 We are entitled to carry out partial deliveries, whereby each partial delivery is legally considered an independent contract. 3.4 Upon delivery, goods must be checked immediately for quantity and quality. The customer is obliged to check the goods upon delivery for labeling according to German food law. In the event of discovering any labeling defects or an incorrect best-before date, the customer is entitled to immediately return the goods to the driver. BABYLON FEINKOST GmbH must then correctly re-label the goods and deliver them free of charge. 3.5 When returning goods, the returned item(s) must be noted on the invoice, stating the reasons for return. The invoice amount must be paid in full; a credit note can only be issued after the return delivery to the warehouse. The amount of the credit note will be provided with a separate credit note notification.

4. Notice of Defects (Mängelrügen)

4.1 Complaints must be raised by the buyer to us immediately, no later than one week after receipt of the goods at the destination, in writing. Later complaints can no longer be accepted. 4.2 If complaints are recognized by us, the buyer can only demand rectification or replacement delivery.

5. Sample Taking (Probeentnahme)

In the event of sample taking by the economic control service, a sealed counter-sample must be insisted upon. The counter-sample must be forwarded immediately to BABYLON FEINKOST GmbH. The forwarding must be done by registered mail.

6. Sale of the Business (Veräußerung des Geschäftes)

If you sell the business to a third party or if the owner has changed, BABYLON FEINKOST GmbH must be informed immediately in writing of this change of ownership. If the change of ownership is not notified by the customer, the last registered owner is liable with their personal assets for all damages that may arise from this connection. If the current owner sells the business while claims from BABYLON FEINKOST GmbH against them still exist, this must be communicated by registered letter. The customer is liable without limitation for all costs arising from the retrieval of goods.

7. Retention of Title (Eigentumsvorbehalt)

7.1 The goods remain the property of the supplier until full payment is received. 7.2 In the event of a change of owner and/or sale of the business to a third party, the current owner undertakes to notify the buyer in writing of the circumstances of the retention of title in the contract and to explain our retention of title. The customer fundamentally undertakes to inform BABYLON FEINKOST GmbH immediately in writing of the sale of the business, including the stock of goods, so that the goods can be collected if claims still exist. The customer is personally liable for damages incurred by BABYLON FEINKOST GmbH due to non-compliance with this notification. If the goods have been paid for, this obligation is waived. Then only the company needs to be informed that the current owner has sold the business. The retention of title extends to third parties if they have not yet paid our customer the invoice amount for the purchased goods. In that case, our customer automatically and irrevocably assigns the claims to BABYLON FEINKOST GmbH. 7.3 With the delivery and purchase, BABYLON FEINKOST GmbH is authorized to enter the customer’s premises within the statutory opening hours to collect the goods. The customer waives the exercise of their right of domicile (Hausrecht) from the outset. Furthermore, the customer is obliged to grant BABYLON FEINKOST GmbH or a legal representative appointed by it access during the statutory opening hours.

8. Price and Payment Terms (Preis- und Zahlungsbedingungen)

8.1 Payments to us must be made without cash discount (Skonto) or any other deduction. Furthermore, the written contract or our written order confirmation applies to payment. 8.2 Every payment is made at the expense and risk of the buyer. 8.3 The prices stated by us only apply to the individual order; subsequent orders are considered new orders. 8.4 Should increases in wages, materials, or other costs occur up to the execution of the order, we reserve the right to adjust the prices accordingly. 8.5 All costs caused by late payment, such as dunning fees, collection fees, and the like, shall be borne by the buyer. 8.6 In the event of default in payment, we are entitled, at our discretion, to withdraw from the contract or to claim damages.

9. Return of Goods (Warenrücknahme)

9.1 There is no obligation on our part to take back goods unless defects are recognized by us. 9.2 If goods are taken back by us, the goods will be credited according to their condition, which, upon the buyer’s request, must be determined by an expert to be designated by us. 9.3 Goods that spoil due to the customer’s negligence, power failure, or external influences are fundamentally excluded from exchange. 9.4 Goods originating from special offers are fundamentally not taken back.

10. Applicable Law (Maßgebliches Recht)

By placing the order, the buyer acknowledges the validity of German law for the placed order and its execution.

11. Partial Nullity (Teilnichtigkeit)

The legal consequences of § 139 BGB (German Civil Code) are excluded both with regard to the general terms and conditions and for any special contractual arrangements between us and the buyer.

12. Place of Performance and Jurisdiction (Erfüllungsort und Gerichtsstand)

It is expressly pointed out that only German law shall apply. The application of the uniform law on the international sale of movable goods or items is excluded.

13. Severability Clause (Salvatorische Klausel)

Should individual provisions of these regulations be wholly or partially ineffective, or should these regulations contain a loophole, the validity of the remaining provisions or parts of such provisions shall remain unaffected.