General Terms and Conditions of Sale, Delivery, and Payment

Effective: March 2023

I. General Provisions
The following terms and conditions apply to all contracts and deliveries between PerformaNat GmbH (hereinafter referred to as the “Seller”) and its customers (hereinafter referred to as the “Buyer”), unless they have been amended with the Seller’s express consent. Any deviating general terms and conditions of the Buyer shall apply only if the Seller expressly agrees to them.

II. Conclusion of the Contract
A contract is not concluded until the order is confirmed in writing by the Seller or is executed directly. If sales contracts are concluded verbally or by telephone, subject to written confirmation, the content of the confirmation letter shall be decisive, provided the recipient does not object immediately.

III. Terms of Delivery
The seller is entitled to fulfil the contractual obligation in partial deliveries. The method of transport to the buyer is determined by the seller. Claims regarding damage during transport, delays or loss must be submitted in writing to the seller within 3 days of receipt of the shipment or within 3 days after the agreed-upon delivery date has passed. Damage incurred during transport must also be reported in writing to the carrier upon receipt of the delivery and noted on the delivery slip. Failure to do so will result in the buyer shall forfeiting any claims against the seller arising from the damage.

IV. Prices
Prices are valid in accordance with the price agreement with PerformaNat GmbH. The prices quoted are strictly net ex-warehouse, plus applicable value-added tax. Packaging, freight and transport insurance are not included unless expressly agreed otherwise, but will be itemised separately on the invoice. Customs duties, inspection fees, currency adjustment charges and other fees based on public law regulations shall be borne by the buyer.

V. Invoicing and Payments
Invoices may be sent, at our discretion, by mail or by email. The customer agrees to receive invoices electronically. Electronic invoices are sent to the customer as PDFs to the provided email address. At the customer’s express request, invoices may be switched to delivery by mail at any time.
Invoices are due for payment immediately without deduction, unless expressly agreed otherwise. Upon expiration of the payment deadline, the buyer shall be in default. During the period of default—subject to further rights—interest shall accrue on the purchase price at the applicable statutory default interest rate.
Unless a fixed-price agreement has been made, the Seller reserves the right to make reasonable price adjustments due to changes in labour, material and distribution costs for deliveries made 3 months or more after the contract's conclusion.

VI. Notice of Defects, Warranty, and Guarantee
The seller warrants that the goods are free from defects ex works. The buyer must inspect the delivered goods for any defects immediately upon receipt. The obligation to inspect extends to the entire delivery.
The goods must be stored properly in a cool, dry place suitable for animal feed and protected against loss, destruction and damage. Notices of defects of any kind must be submitted to the seller immediately, but no later than 3 days after receipt of the goods and in any case before the goods are resold, consumed or processed, with a detailed description of the alleged individual defects and the submission of a sample. Notices of defects that do not meet these requirements or that are raised only upon or after the consumption or processing of the goods will not be considered, and the seller shall therefore have no warranty obligation in this regard. The buyer must report non-obvious defects immediately upon their discovery, but no later than 3 days after discovery.
If the notice of defect is submitted in a timely manner and is justified, the seller shall take back the defective parts of the goods and, subject to availability, replace them free of charge with other goods. However, the seller is entitled to refund the purchase price rather than provide a replacement delivery. If the replacement goods are also defective, the buyer is also entitled to a reasonable reduction in the purchase price or to rescind the contract. Warranty claims expire 1 year after delivery of the goods.

VII. Liability
Claims by the buyer for damages are excluded. Exceptions to this are claims for damages by the buyer arising from injury to life, body or health, or from a breach of material contractual obligations (cardinal obligations), as well as liability for other damages resulting from an intentional or grossly negligent breach of duty by the seller, its legal representatives, or vicarious agents. Essential contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract. In the event of a breach of essential contractual obligations, the seller is liable only for foreseeable damages typical for this type of contract if the breach was caused by simple negligence, unless the customer’s claims for damages arise from injury to life, body, or health. The aforementioned limitations also apply in favour of the Seller’s legal representatives and vicarious agents if claims are asserted directly against them.
The provisions of the Product Liability Act remain unaffected.

VIII. Retention of Title
The delivered goods remain the property of the seller until the purchase price and all claims that the seller has against the buyer arising from the business relationship with the buyer—or may acquire in the future—have been paid in full. If the goods subject to retention of title are inseparably mixed or blended with other goods, the seller shall acquire co-ownership of the resulting single item in a proportion corresponding to the value of the goods subject to retention of title in relation to the value of the goods with which they were mixed or blended at the time of mixing or blending. By processing or transforming the goods subject to retention of title, the seller acquires ownership of the new item; the buyer shall hold it in safekeeping for the seller. Upon the seller’s request, the buyer must, within one week, provide information regarding the quantity of goods subject to retention of title still in its possession and must immediately surrender such goods to the seller. The buyer is authorised to resell the goods—including goods produced through blending, mixing, processing, or treatment—only within the scope of its ordinary course of business. The buyer is not authorised to dispose of these goods in any other way, in particular by pledging them or transferring them by way of security. The buyer hereby assigns to the seller all claims arising from the resale of the goods subject to retention of title or from goods produced from them through processing or treatment. With respect to claims arising from the sale of goods in which the seller has acquired co-ownership through mixing or blending, the buyer hereby assigns to the seller a first-ranking portion corresponding to the seller’s share of co-ownership in the sold goods. If the buyer sells goods owned or co-owned by the seller together with other goods not belonging to the seller for a total price, the buyer hereby assigns to the seller a first-ranking portion of this total claim corresponding to the proportion of the goods subject to retention of title. The buyer is authorised, subject to revocation at any time, to collect the assigned claims arising from the resale. Upon request, the buyer must identify the debtors of the assigned claims to the seller, notify them of the assignment, or hand over the notices of assignment to the seller. As long as the buyer meets its payment obligations, the seller will not disclose the assignments. If the value of the security interests held by the Seller exceeds the total amount of claims by more than 30%, the Seller is obligated, at the Buyer’s request, to release security interests of its choice to that extent.

IX. Data Protection
The buyer is hereby informed that the seller processes the data obtained in the course of the business relationship in accordance with the GDPR.

X. Jurisdiction / Place of Performance
The business relationship between the parties shall be governed exclusively by German law.
This agreement on the place of jurisdiction applies equally to domestic and international customers.
The place of performance and place of jurisdiction for all disputes and performance obligations is the Seller’s place of business.

XI. Legal Validity / Severability Clause
Should any individual provision be or become legally invalid, or should there be a contractual gap, this shall not affect the validity of the remaining provisions of the contract.