I. General

1) The terms and conditions hereinbelow shall be part of the contract concluded with us.

2) Our General Terms and Conditions of Sale shall apply as most recently amended, also to any followup business transactions, even if this is not explicitly mentioned or agreed when such follow-up transactions are entered into.

3) We hereby contradict any counterconfirmations by the Buyer made with reference to his own General Terms and Conditions; any deviating terms and conditions of the Buyer shall only be applicable if confirmed by us in writing.

4) The Buyer may only assign any claims and receivables arising from business transactions concluded with us with our explicit consent. If the Buyer accepts the goods delivered by the Seller this is deemed an acknowledgment of the Seller's terms and conditions of sale, also in respect of any future business transactions. There is no need for the Seller to object to any conditions of purchase of the Buyer. Should the Seller refrain from commenting on or replying to such conditions, uniform conditions, brokers' and agents' notes, this does not constitute an acknowledgment of such conditions. Should the Seller refrain from commenting on or replying to any contradicting confirmations by the Buyer and to brokers' and agents' notes this shall not be deemed as consent. Any deviation in any order confirmation by the Seller from the Buyer´s terms and conditions shall be deemed as refusal. If the Buyer nevertheless accepts the Seller's delivery, this shall be irrefutably deemed as consent to the Seller's Terms and Conditions of Sale.

II. Offers and orders

1) Our offers shall always be – in particular as to quantity, prices and delivery times and periods – without engagement.

2) The Buyer's orders shall only be deemed accepted when confirmed by us in writing. If any contract concluded orally or on the phone is not explicitly confirmed by us in writing or by fax, our invoice shall be deemed as confirmation.

III. Prices and weight

1) Our prices shall be deemed exclusive of any VAT applicable at the time of delivery.

2) If, due to a change in any legal or statutory provisions, any additional or increased fiscal or public charges - in particular customs duties, variable import levies, Monetary Compensation Amounts – accrue between the conclusion of this contract and delivery of the goods we shall be entitled to increase the agreed purchase price accordingly.

3) Our purchase prices shall be calculated on the basis of the actual weight determined when the goods are actually loaded. A minimal loss of weight during the transport shall be for the Buyer's account.

IV. Quantities, quality, labelling

1) We shall always be entitled to deliver up to 10 % more or less than the agreed quantity.

2) The quality of the goods shall comply with usage of the trade, provided nothing to the contrary, for instance „as inspected“ or „as sampled“, has been agreed in individual cases.

3) The goods shall be not deemed packed and labelled for the final consumer within the meaning of the German food labelling ordinance (Lebensmittelkennzeichnungsverordnung).

V. Shipment, delivery

1) The goods shall always travel uninsured and at the Buyer's risk. This also applies in the case of delivery at no charge to customer, and independent of the means of transport used. A transport insurance …/2 2 shall only be obtained at the Buyer's explicit request. Any costs accruing due to this insurance shall be borne exclusively by the Buyer. If the Buyer is at the same time the consumer, the risk passes to the Buyer/consumer with the taking of possession of the goods.

2) In the absence of any written agreement to this effect we shall choose the shipping destination and the route and means of transport as best we can, without assuming any liability for the cheapest and quickest transportation.

3) If it is the Buyer's responsibility to provide the means of transport, he shall be responsible to make the means of transport available on time. We shall be notified of any delays in time, and any costs arising due to these delays shall be borne by the Buyer.

4) We shall be entitled to make reasonable part shipments.

5) Our supply commitment shall be subject to the proviso that we ourselves receive the nessary goods and materials in due time and order.

6) Any delivery and unloading times given shall always be subject to reservation if there is no explicit written agreement to the contrary.

7) If no fixed term or time has been stated for any acts in fulfillment of our obligations, such acts shall be performed as possible. The Seller shall assume no warranty for any times or periods of performance given, provided these have been explicitly confirmed as binding.

8) Obstacles to delivery due to force majeure or due to unforeseen events beyond our control – among which we count plant interruptions and breakdowns, strike, lockout, regulatory requirements, retroactive loss of possibilities of import or export and any events that are subject to our reservation that we ourselves have to be supplied in due time and order (clause 5 hereof) – shall release us from the liability to keep the agreed delivery and unloading times for the duration and to the extent of their impact. They entitle us to withdraw from the contract, provided the Buyer is immedialy informed by us of the delivery obstacle. In this case, any consideration already made or paid by the Buyer shall be reimbursed. Any further claims to damages or any other claims shall be excluded.

9) If any agreed term or time of delivery or unloading is exceeded without any obstacle to delivery pursuant to clause 8) hereinabove being the cause, the Buyer shall, in writing, grant us a reasonable extension of the original term of at least two weeks. Should we culpably fail to keep this extended term, the Buyer shall be entitled to withdraw from the contract, but not to aver any claims for delay or damages, on whatever legal grounds, provided the Buyer proves that the Seller acted grossly negligent or intentionally. Any considerations already paid by the Buyer shall in this case be reimbursed to him.

10) Subject to the proviso that we ourselves are supplied in due time and order, to the proviso of safe arrival and the imposing of import and export limits and subject to the proviso that the import and export possibilities remain unchanged.

VI. Duty of examination and requirements for lodging a complaint

1) The Buyer shall be obliged to do the following immediately upon delivery of the goods, either at the agreed destination and/or – if they are to be collected by the Buyer – upon their receipt: a) inspect the shipment as to number of pieces, weight and packaging/packing and mention any complaints in this respect on the delivery or consignment note and/or the receipt/or stock removal confirmation of the cold store; b) conduct at least a sampling quality inspection, and for this purpose to open packings and packagings (crates, bags, cans, foils, laminations etc) to a reasonable extent and to inspect the goods themselves as to external condition, smell, taste; for this purpose, at least samples of frozen goods shall have to be defrosted.

2) In the case of any defects and a complaint due to these the Buyer shall observe the following requirements as to form and time: a) A complaint has to be lodged until expiry of the working day following the delivery of the goods at the agreed destination and/or following their receipt. In the event of a complaint due to a hidden defect, which remained initially undiscovered, the following rule shall apply in deviation of the foregoing: The complaint shall be lodged until expiry of the working day following the detection of the defect, at the latest, however, within two weeks after delivery of the goods and/or their receipt. …/3 3 b) The complaint must be lodged with us within the afore-mentioned term in writing, by telegram or telefax. A complaint by telephone is not sufficient. Further, a complaint which has only been expressed visa- vis any representative, broker or agent shall be deemed irrelevant. c) The complaint must explicitly state the nature and extent of the alleged defect. Any goods for which complaints have been lodged, but not in due form, shall be deemed approved. d) The Buyer shall be liable to keep the goods complained about at the place of inspection and available for inspection by us, our supplier or any experts to be instructed by us.

3) Any complaints as to number of pieces, weight and packing or packaging of the goods shall be excluded if the comment required according to clause 1a) hereinabove is missing on the note of delivery or consignment or on the receipt. Further, no complaint shall be admissible any more once the Buyer has mixed or shipped the goods delivered elsewhere or started to process them.

4) Any goods for which a complaint has been lodged, but not in due form, shall be deemed approved.

5) The Seller shall not assume any liability that the delivered goods are suited for the purposes intended by the Buyer.

VII. Warranty, limitation of liability

1) In the case of a defect which has been complained about in due form and time by the Buyer, the following shall apply: a) If the whole consignment or a major part thereof is defective the Buyer shall be entitled to withdraw from the contract pursuant to the provisions of clause b) hereof. Otherwise, the Buyer shall only be entitled to a reduction. b) Any right to rectification of defects or compensation delivery shall be excluded. Damages, on whatever legal grounds, shall be excluded, provided the Buyer proves that the Seller acted grossly negligent or intentionally. This disclaimer covers all kinds of direct, indirect or consequential damages. Only the direct Buyer shall be entitled to warranty claims, which are not assignable.

2) The foregoing warranty provisions shall be final and exclude any other warranty claims or claims for damages of whatever kind.

VIII. Payment

1) Our purchase price claims shall be, as a rule, „net cash“ and due for payment immediately after receipt of the invoice, in so far as no other date of required payment has been agreed in writing.

2) Bills of exchange and checks shall only be accepted by us when explicitly agreed and only as payment. Any discount and bill charges shall be borne by the Buyer and shall be due immediately.

3) If the invoice amount is not paid within ten calendar days at the latest as from the invoice date or as per any other agreed due date, the Seller shall be entitled to claim interest on arrears amounting to 12 % per year, without any reminder being required.

4) If the Buyer has ceased to carry on his regular business, in particular if his assets are attached, if a check or bill protest has been lodged or if there is a liquidity crunch or even stop, or if he has applied or applies for judicial or extra-judicial composition proceedings or bankruptcy proceedings in respect of his own assets, we shall be entitled to declare all claims and receivables from the business relationship to be due immediately, even if we have accepted bills of exchange or checks. The same applies if the Buyer is in default with his payments to us or if we learn of any other circumstances that make his creditworthiness appear dubious. Apart from the foregoing we shall be entitled, in such a case, to claim payment in advance or a security or to withdraw from the contract. The Buyer's creditworthiness is regarded as dubious if any bank or any credit agency discloses that the Buyer's payment behaviour is irregular or that it would be wise to be careful. The Buyer shall be liable to inform the Seller of any shortage of liquid funds immediately.

5) The Buyer may only set off counterclaims which have been acknowledged by the Seller and which have been established finally and absolutely against the Seller's payment claims. The Buyer shall not be entitled to any right of retention, except under one and the same contract relationship. …/4 4

6) The Seller shall be entitled to allocate any payments made by the Buyer at first to any older debt of his, even if the Buyer stipulates otherwise. If costs and interests have already accrued, the Seller shall be entitled to allocate the payments at first to the costs, then to any interest and finally to the main performance.

IX. Retention of title

1) We shall retain property in any goods delivered by us until the Buyer has settled all claims and receivables arising from our business relationship – including any claims of balances from current accounts. This means in particular that any cheques delivered by him and any bills of exchange accepted from him must have been cashed or honoured.

2) The Buyer shall be entitled to sell the goods delivered by us. This does, however, not apply, if he has ceased to carry on his regular business (see VIII 4 hereinabove). Apart from that we shall be entitled to revoke the Buyer's permission to resell the goods if he is in delay with the fulfillment of his duties vis-a-vis us and in particular with his payments, or if any other circumstances come to our knowledge that make his creditworthiness appear dubious.

3) The Buyer's right to process the goods delivered by us shall be subject to clause 2) hereinabove. By processing the goods the Buyer shall not acquire any property in the items manufactured in full or in part; the processing shall take place free of charge exclusively for us as manufacturers within the meaning of § 950 of the German Civil Code (BGB). Should our retention of title nevertheless expire or be cancelled due to any circumstances, the Buyer and we hereby agree already now that the property in the goods passes to us with their processing, that we accept the transfer of title and that the Buyer remains the manager of the goods free of charge.

4) If our conditional goods are processed or irrevocably mixed with any other items owned by third parties, we thereby acquire co-ownership in the new items or the mixed inventory. The extent of our coownership follows from the ratio of the invoice value of the goods delivered by us as compared to the invoice value of the remaining goods.

5) Any goods in which we acquire co-ownership pursuant to clauses 3) and 4) hereinabove shall be deemed conditional goods within the meaning of the provisions hereinbelow, as are any goods delivered by us under the proviso of retention of title pursuant to clause 1) hereinabove.

6) The Buyer shall assign any claims and receivables from any resale to us. We hereby accept this assignment. If the conditional goods are processed goods or mixed inventory, containing, apart from goods delivered by us, only items which belong either to the Buyer or which were delivered to him by third parties under a so-called simple retention of title, the Buyer shall assign the full claim from the resale of the goods to us. Otherwise, that is, when any assignments in advance to us collide with any advance assignments to other suppliers, we shall be entitled to a fraction of the claim from any resale, based on the ratio of the invoice value of our goods as compared to the invoice value of the other processed or mixed goods.

7) In so far as our claims and receivables as a whole are undoubtedly secured by the afore-mentioned assignments up to more than 120 % the excess of any debts receivable shall be released at the Buyer's request as selected by us.

8) The Buyer shall be entitled to collect the accounts receivable accruing for any further processing of the goods. The authority to collect receivables shall expire if the Buyer has ceased to carry on his regular business (see VIII clause 4). Apart from that we may revoke the Buyer's authority to collect receivables if he is in delay with the fulfillment of his duties vis-a-vis us and in particular with his payments, or if we learn of any other circumstances that make his creditworthiness appear dubious. If the authority to collect receivables ceases or is revoked the Buyer shall, at our request, immediately disclose any creditors of the assigned claims and receivables and provide any documents and information necessary for the collection.

9) If any third parties have access to or use our conditional goods the Buyer shall be liable to point out that we are the owners thereof and to inform us immediately. The costs of any intervention shall be borne by the Buyer.

10) In the event of any failure to comply with this contract, in particular in the event of any failure to pay on due date, the Buyer shall be liable to surrender to us, at first request, any conditional goods that are still in his possession and to assign to us any claims to surrender in respect of the conditional goods he may have against any third parties. The taking back and the attachment of the conditional goods by us does not constitute a withdrawal from the contract. …/5 5

X. Damages

If the Buyer is liable to pay damages the Seller may claim, without having to offer any particular proof, an amount of 10% of the invoice value as lost profit from the Buyer, provided the Buyer proves that the Seller has not sustained any damage at all or that the damage has been significantly lower than 10% of the invoice value. This provisions does not preclude the assertion of any higher amount for profit lost by the Seller.

XI. Empties

The Buyer shall be liable to return the same type, quantity and value of empties such as euro crates, pallets and euro pegs, in perfectly hygienically cleaned condition, that he receives with the goods delivered by us. If the Buyer is not able to return the afore-mentioned empties promptly upon delivery of our goods he shall immediately arrange, for his own account, for the empties' account to be balanced (obligation to be performed at the Buyer's place of business).

XII. Final provisions

1) Place of performance for the delivery of the goods shall be their shipping point.

2) Venue for all disputes arising from this contract shall be Hamburg in so far as this is legally admissible.

3) Any disputes arising from this contract shall, in so far as this is legally admissible, be settled by the regular courts in Hamburg or by the arbitration court of the Hamburg amicable arbitrage. At the Buyer's request the Seller shall exercise his right of choice within two weeks as from receipt of Buyer's request to do so.

4) The applicable law shall be law of the Federal Republic of Germany, but we hereby explicitly exclude the application of the United Nations' Convention on Contracts for the International Sale of Goods (CISG).

5) Should any individual provisions of these General Terms and Conditions of Sale be ineffective this shall not affect the validity of the remaining provisions. The ineffective provisions shall be deemed replaced by such – effective – provisions as are suited to realize the economic intention of the original ineffective provision as closely as possible. Your data has been saved in accordance with the German law on data protection.