General Terms and Conditions of Delivery (B2B) of SARO Gastro-Products GmbH

§ 1 Scope

(1) All deliveries, services, and offers provided by the Seller are made exclusively in accordance with these General Terms and Conditions of Delivery. They apply exclusively to contracts with businesses (B2B) and form an integral part of all contracts that the Seller concludes with its contractual partners (hereinafter also referred to as the “Customer”) regarding the deliveries or services offered by the Seller. They also apply to all future deliveries, services, or offers to the Customer, even if they are not agreed upon separately again.

(2) The terms and conditions of the customer or third parties shall not apply, even if the seller does not specifically object to their validity in individual cases. Even if the seller refers to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute consent to the validity of those terms and conditions.

§ 2 Offer and Conclusion of Contract

(1) All offers made by the Seller are subject to change and non-binding, unless they are expressly designated as binding or include a specific acceptance period. The Seller may accept orders or contracts within fourteen days of receipt. (2) The order confirmation, including these General Terms and Conditions of Delivery, shall be the sole basis for the legal relationship between the Seller and the Customer. Verbal commitments made by the Seller prior to the conclusion of the contract are not legally binding.

(3) Any additions or amendments to the agreements entered into, including these General Terms and Conditions of Delivery, must be in writing to be effective. With the exception of managing directors or authorized signatories, the Seller’s employees are not authorized to make any verbal agreements that deviate from these terms. To satisfy the written form requirement, transmission by telecommunication, in particular by fax or email, is sufficient, provided that a copy of the signed declaration is transmitted.

(4) Information provided by the seller regarding the subject matter of the delivery or service (e.g., weights, dimensions, consumption values, load-bearing capacity, tolerances, and technical data), as well as representations thereof (e.g., drawings and illustrations), are only approximate unless the suitability for the contractually intended purpose requires exact conformity. They do not constitute guaranteed characteristics, but rather descriptions or identifications of the delivery or service. Deviations customary in the trade and deviations resulting from legal regulations or constituting technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the suitability for the contractually intended purpose.

5) The Seller reserves ownership or copyright to all offers and cost estimates submitted by it, as well as to drawings, illustrations, calculations, brochures, catalogs, and other documents and materials made available to the Customer. The buyer may not, without the seller’s express consent, make these items available to third parties—either in their original form or in terms of their content—disclose them, use them, or reproduce them, either directly or through third parties. Upon the Seller’s request, the Client must return these items in full to the Seller and destroy any copies made if they are no longer required by the Client in the ordinary course of business or if negotiations do not result in the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of standard data backup.

§ 3 Prices and Payment

(1) The prices apply to the scope of services and delivery specified in the order confirmations. Additional or special services will be billed separately. Prices are quoted in euros, ex works, plus packaging, applicable value-added tax, and, for export deliveries, customs duties, fees, and other public charges. Additional freight charges apply to the prices listed in the catalog; these can be found in the currently valid freight rate table or must be requested separately.

(2) If the agreed prices are based on the Seller’s list prices and delivery is to take place more than four months after the conclusion of the contract, the Seller’s list prices in effect at the time of delivery shall apply (in each case less any agreed percentage or fixed discount).

(3) Invoice amounts are due immediately or within an individually agreed payment term. If the Client fails to pay by the due date, interest shall accrue on the outstanding amounts at a rate of 9 percentage points above the Deutsche Bundesbank’s base rate per annum, effective from the due date; this does not preclude the Client from claiming higher interest rates and further damages in the event of default. (4) Offsetting against counterclaims of the Client or withholding payments due to such claims is permitted only to the extent that the counterclaims are undisputed or have been legally established.

(5) As a rule, the seller will only provide goods or services upon receipt of advance payment or a security deposit.

§ 4 Delivery and Delivery Time

(1) Deliveries are made ex works.

(2) Any delivery periods and dates for goods and services indicated by the Seller are always approximate, unless a fixed delivery period or date has been expressly promised or agreed upon. If shipment has been agreed upon, delivery periods and dates refer to the time of handover to the freight forwarder, carrier, or other third party commissioned with the transport. In addition to the prices listed in the catalog, additional freight charges apply; these can be found in the then-current freight rate table or must be requested separately.

(3) Notwithstanding the seller’s rights arising from the buyer’s default, the seller may require the buyer to extend delivery and performance deadlines or postpone delivery and performance dates by the period during which the buyer fails to fulfill its contractual obligations to the seller.

(4) The Seller shall not be liable for the impossibility of delivery or for delays in delivery to the extent that these are caused by force majeure or other events unforeseeable at the time the contract was concluded (e.g., operational disruptions of any kind, difficulties in procuring materials or energy, transportation delays, strikes, or failure to deliver, incorrect delivery, or late delivery by suppliers) for which the Seller is not responsible. If such events significantly impede or render impossible the Seller’s delivery or performance and the impediment is not merely of a temporary nature, the Seller is entitled to withdraw from the contract. In the case of impediments of a temporary nature, the delivery or performance periods shall be extended or the delivery or performance dates postponed by the duration of the impediment plus a reasonable start-up period. To the extent that acceptance of the delivery or service cannot reasonably be expected of the Customer as a result of the delay, the Customer may withdraw from the contract by immediately notifying the Seller in writing.

(5) The seller is entitled to make partial deliveries.

(6) If the Seller is in default of a delivery or performance, or if a delivery or performance becomes impossible for the Seller for any reason whatsoever, the Seller’s liability for damages shall be limited in accordance with Section 8 of these General Terms and Conditions of Delivery.

§ 5 Place of Performance, Shipping, Packaging, Transfer of Risk, Acceptance

(1) Unless otherwise specified, the place of performance for all obligations arising from the contractual relationship is Emmerich am Rhein.

(2) The shipping method and packaging are at the seller’s discretion.

(3) The risk passes to the customer no later than upon handover of the delivered goods (with the start of the loading process being decisive) to the freight forwarder, carrier, or any other third party designated to carry out the shipment. This applies even if partial deliveries are made or if the seller has undertaken other services (e.g., shipping or installation). If shipment or handover is delayed due to circumstances attributable to the customer, the risk shall pass to the customer on the day the delivery item is ready for shipment and the seller has notified the customer thereof.

§ 6 Warranty, Material Defects

(1) The warranty period is one year from the date of delivery. This period does not apply to the customer’s claims for damages arising from injury to life, limb, or health, or from intentional or grossly negligent breaches of duty by the seller or its agents, which are subject to the statutory limitation periods.

(2) Saro is not obligated to accept returns, exchange, or issue credit for goods ordered by the buyer and delivered by Saro outside the scope of the warranty. (2.1) As an exception, Saro may specify in writing that it is willing to accept returns or issue credit in certain cases. Costs (subsequent disposition / return shipping / reintegration fee) may be charged retroactively in accordance with the current freight rate schedule.

(3) The delivered items must be carefully inspected for completeness and defects immediately upon arrival of the shipment in the presence of the driver (Section 377 of the German Commercial Code (HGB)). They shall be deemed approved by the customer with respect to obvious defects or other defects that would have been detectable upon an immediate, careful inspection if the seller does not receive a written notice of defects within three business days of delivery. Any transport damage must be reported to the driver immediately and noted on the waybill. All damage, short shipments, or incorrect deliveries must be reported to SARO in writing within three business days of delivery, and photos of the damage must be included. If the shipment was sent to a different delivery address, the customer is obligated to ensure that an appropriate inspection for completeness and freedom from defects is conducted there and that any issues are reported within three business days. With regard to other defects, the delivered goods shall be deemed accepted by the buyer if the notice of defect is not received by the seller within seven business days of the date on which the defect became apparent; if the defect was already apparent to the buyer at an earlier date under normal use, however, this earlier date shall be decisive for the start of the notice period. At the seller’s request, a rejected delivery item must be returned to the seller carriage paid. In the event of a justified complaint, the seller shall reimburse the costs of the most economical shipping method; this does not apply if the costs increase because the delivery item is located at a place other than the place of intended use.

(4) In the event of material defects in the delivered items, the seller is initially obligated and entitled, at its discretion to be exercised within a reasonable period of time, to repair the items or provide a replacement on two occasions. In the event of failure, i.e., impossibility, unreasonableness, refusal, or undue delay

the rectification or replacement delivery, the client may withdraw from the contract or reduce the purchase price appropriately.

(5) In the event of defects in components from other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the Client or assign them to the Client. Warranty claims against the Seller for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the Client’s relevant warranty claims against the Seller shall be suspended.

(6) The seller grants a 24-month warranty for service and spare parts to specialist retailers in Germany. Large appliances are repaired on site by customer service, small appliances are collected for repair. Goods delivered abroad are only covered by the warranty for spare parts. Wearing parts are excluded from the warranty.

(7) The warranty and guarantee shall lapse if the Client modifies the delivery item or has it modified by a third party without the Seller’s consent and this makes it impossible or unreasonably difficult to rectify the defect. The warranty and guarantee shall also lapse if the devices are not connected by a specialist company. In any case, the client must bear the costs incurred by the modification.

to bear the additional costs incurred in remedying the defect.

§ 7 Property rights

(1) The Seller warrants in accordance with this § 7 that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.

(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, the Seller shall, at its discretion and at its expense, modify or replace the delivery item in such a way that the rights of third parties are no longer infringed, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the Client by concluding a license agreement. If the seller does not succeed in doing so within a reasonable period of time, the client is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages on the part of the client

are subject to the restrictions of § 8 of these General Terms and Conditions of Delivery.

(3) In the event of infringements of rights by products of other manufacturers supplied by the Seller, the Seller shall, at its discretion, assert its claims against the manufacturers and upstream suppliers for the account of the Client or assign them to the Client. In such cases, claims against the Seller shall only exist in accordance with this § 7 if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.

§ 8 Liability for damages due to fault

(1) The Seller’s liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, shall be limited in accordance with this § 8 insofar as fault is involved.

(2) The Seller shall not be liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Essential contractual obligations are the obligation to deliver and install the delivery item on time, its freedom from defects of title and such material defects that impair its functionality or usability more than insignificantly, as well as obligations to provide advice, protection and care that are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life and limb of the customer’s personnel or to protect the customer’s property from considerable damage.

(3) Insofar as the seller is liable for damages in accordance with § 8 (2), this liability is limited to damages which the seller foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which he should have foreseen if he had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item shall only be eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

(4) In the event of liability for simple negligence, the Seller’s obligation to pay compensation for damage to property and any further financial losses resulting therefrom shall be limited to an amount of EUR 5 million per claim (corresponding to the current sum insured under its product liability insurance or liability insurance), even if this involves a breach of material contractual obligations. (5) Insofar as the Seller provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by the Seller, this shall be provided free of charge and to the exclusion of any liability.

(6) The limitations of this § 8 shall not apply to the Seller’s liability for willful conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.

§ 9 Retention of title

(1) The goods shall remain the property of the seller until full payment of all claims, including ancillary claims, claims for damages and redemption of checks and bills of exchange. The retention of title shall remain in force even if individual claims are included in a current account and the balance has been struck and recognized. The customer is entitled to sell the goods subject to the following provisions:

(2) The Customer hereby assigns to the Seller the claim with all ancillary rights arising from the resale of the goods subject to retention of title, also on a pro rata basis insofar as the goods have been processed or mixed and the Seller has acquired co-ownership in the amount of the invoice value. In the latter case, the seller shall be entitled to a fraction of the respective purchase price claim in proportion to the invoice value of the reserved goods to the invoice value of the item. If the customer has sold the claim within the framework of genuine factoring, he shall assign the claim against the factor taking its place to the seller. The seller accepts this assignment.

(3) The Seller shall not collect the assigned claims as long as the Client meets its payment obligations. The direct debit authorization shall expire if the client is in default of payment. In this case, the seller is authorized by the client to inform the customers of the assignment and to collect the claims himself. The Client is obliged to provide the Seller on request with a precise list of the claims to which it is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc. and to provide all information necessary for the assertion of the assigned claims and to permit the verification of this information. The customer is entitled to collect the claims himself as long as the seller does not give him any other instructions.

(4) The seller undertakes to release the securities to which he is entitled insofar as their value exceeds the claims to be secured by more than 20%.

(5) Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted. The Seller must be notified immediately of any pledges, stating the name of the pledgee.

(6) If the Seller takes back the delivery item due to the retention of title, this shall not be deemed a withdrawal from the contract. He may satisfy his claims in the open market from the reserved goods taken back.

(7) The Client shall store the reserved goods for the Seller free of charge. He shall insure them against the usual risks such as fire, theft and water to the usual extent. The Customer hereby assigns to the Seller its claims for compensation to which it is entitled against insurance companies or other parties liable for compensation arising from damage of the above-mentioned type, in the amount of its claims. The seller accepts this assignment.

§ 10 Final provisions

(1) The place of jurisdiction for any disputes arising from the business relationship between the Seller and the Client shall be Emmerich am Rhein. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

(2) The relationship between the Seller and the Customer shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not apply.

(3) Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole. Note: The Client acknowledges that the Seller stores data from the contractual relationship in accordance with Section 28 of the German Federal Data Protection Act for the purpose of data processing and reserves the right to transfer the data to third parties (e.g. insurance companies) to the extent necessary for the fulfillment of the contract.

Status: 08.2021