Terms and Conditions
SECTION 1: GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
Exklusiv-One Premium Food GmbH
Version: February 2026
I. General Scope of the Terms and Conditions of Sale and Delivery
These General Terms and Conditions of Sale and Delivery (hereinafter referred to as the “Terms”) shall apply exclusively. Any terms and conditions of the Buyer that conflict with or deviate from these Terms shall not be recognized unless expressly accepted in writing by Exklusiv-One Premium Food GmbH (hereinafter referred to as “Exklusiv-One”).
These Terms shall also apply if Exklusiv-One carries out delivery to the Buyer without reservation while being aware that the Buyer’s terms and conditions conflict with or differ from these Terms.
Any agreements made between Exklusiv-One and the Buyer for the purpose of executing this contract must be set forth in writing in this agreement.
These Terms apply exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB).
II. Prices, Offers, and Payment
Only the prices stated in the current price list or quotation shall apply.
All prices quoted are in euros and are based on delivery from Exklusiv-One’s registered office, excluding shipping costs. Statutory value-added tax (VAT) is not included in the prices and shall be shown separately on the invoice at the applicable legal rate on the date of invoicing.
Exklusiv-One reserves all ownership and copyright rights to illustrations, calculations, and other documents. Such materials may not be disclosed to third parties. This applies in particular to documents marked as confidential. Such documents may only be disclosed to third parties with the prior written consent of Exklusiv-One.
The purchase price shall be payable within seven (7) days from the invoice date either by advance payment or through the company direct debit system.
In the case of advance payment, payment shall be made immediately upon conclusion of the contract and no later than before shipment.
Payment shall be deemed made only when the full invoice amount has been credited to the Exklusiv-One bank account specified on the invoice and Exklusiv-One has unrestricted access to the funds without any right of recourse.
Payment by company direct debit shall only be permitted where the Buyer’s creditworthiness has been confirmed. Exklusiv-One shall be entitled to recover from the Buyer any costs incurred due to credit checks, SEPA direct debit processing, and chargebacks caused by the Buyer’s bank.
In the event of payment default, Exklusiv-One shall be entitled to charge annual default interest at a rate of six percentage points above the statutory base interest rate pursuant to Section 247 BGB.
Exklusiv-One reserves the right to add or remove individual products during the validity period of a price list.
The Buyer may only exercise a right of set-off if its counterclaims have been finally adjudicated, are undisputed, due, or expressly acknowledged in writing by Exklusiv-One.
The Buyer may only exercise a right of retention if the counterclaim arises from the same contractual relationship. No right of retention exists with respect to disputed counterclaims.
III. Transfer of Risk and Means of Transportation
Unless otherwise agreed, in the case of deliveries made free of charge, the risk shall pass unconditionally to the Buyer at the Buyer’s loading dock.
Where collection is carried out by the Buyer or by a logistics provider commissioned by the Buyer, the risk shall pass unconditionally upon loading at the ramp of the Exklusiv-One warehouse.
Transport packaging and other packaging materials are not subject to return under the applicable Packaging Regulations.
The Buyer undertakes to dispose of all transport and other packaging materials at its own expense.
The Buyer undertakes to exchange accepted transport pallets with pallets of identical quality, quantity, and brand.
Failing such exchange, Exklusiv-One shall be entitled to invoice the Buyer for each non-returned pallet at the applicable rate stated in the current Exklusiv-One price list.
The payment terms for non-returned pallets shall correspond to the payment terms of the respective delivery.
IV. Defects and Liability
The Buyer’s warranty rights require compliance with the inspection and notification obligations set forth in Sections 377 and 378 of the German Commercial Code (HGB).
To the extent that Exklusiv-One is responsible for a defect in the purchased goods, Exklusiv-One shall be entitled, at its sole discretion, either to remedy the defect or to provide replacement goods.
In the case of defect remediation, Exklusiv-One shall bear costs only up to the amount of the purchase price.
Returns of goods shall only be permitted with the express consent of Exklusiv-One.
If Exklusiv-One refuses defect remediation or replacement delivery, or if such remedy is delayed beyond a reasonable period for reasons attributable to Exklusiv-One, or if the remedy otherwise fails, the Buyer shall be entitled to withdraw from the contract or request an appropriate reduction of the purchase price.
Unless otherwise stated below, all other claims of the Buyer, regardless of their legal basis, are excluded.
Accordingly, Exklusiv-One shall not be liable for damages that do not occur to the delivered goods themselves.
In particular, Exklusiv-One shall not be liable for lost profits or other financial losses suffered by the Buyer.
The foregoing limitation of liability shall not apply in cases of:
Intentional misconduct or gross negligence;
Express guarantees;
Mandatory liability under the German Product Liability Act;
Breach of essential contractual obligations;
Injury to life, body, or health.
In such cases, liability shall be limited to foreseeable damages typical for the contract, unless mandatory law provides otherwise.
In the event of breaches of duty caused solely by slight negligence on the part of Exklusiv-One or its agents, liability shall be limited to foreseeable damages typical for the contract.
Any exclusion or limitation of liability applicable to Exklusiv-One shall likewise apply to the personal liability of its employees, workers, representatives, and agents.
The expiration of a minimum shelf-life date shall not obligate Exklusiv-One to take back goods.
V. Retention of Title
The goods shall remain the property of Exklusiv-One until all current and future claims arising from the business relationship, including ancillary claims and any checks or bills of exchange provided for payment purposes, have been fully satisfied.
The Buyer shall be entitled to resell goods subject to retention of title in the ordinary course of business.
The Buyer hereby assigns to Exklusiv-One all claims arising from such resale up to the amount of the invoice value, including VAT.
Notwithstanding the assignment, the Buyer shall remain authorized to collect the assigned receivables.
Amounts collected shall be held separately in trust for Exklusiv-One and reported as soon as Exklusiv-One’s claims become due.
Exklusiv-One reserves the right to revoke this authorization if it becomes aware of payment difficulties or breaches of obligations by the Buyer.
Exklusiv-One reserves the right to collect assigned claims directly.
However, Exklusiv-One shall not collect such claims as long as the Buyer fulfills its payment obligations, is not in default, no insolvency proceedings have been initiated, and payments have not been suspended.
In the event of a breach of contract, particularly payment default, Exklusiv-One shall be entitled to repossess the goods.
Repossession shall not constitute withdrawal from the contract unless expressly declared in writing.
The seizure of goods by Exklusiv-One shall constitute withdrawal from the contract.
Following repossession, Exklusiv-One shall be entitled to realize the goods and apply the proceeds, less reasonable realization costs, against the Buyer’s outstanding obligations.
The Buyer shall handle the goods with due care.
In particular, the Buyer shall maintain adequate insurance coverage at replacement value against fire, water damage, and theft at its own expense.
In the event of seizure or other intervention by third parties, the Buyer shall immediately notify Exklusiv-One in writing so that Exklusiv-One may take legal action pursuant to Section 771 of the German Code of Civil Procedure (ZPO).
If the third party is unable to reimburse Exklusiv-One for judicial and extrajudicial costs incurred pursuant to Section 771 ZPO, the Buyer shall be liable for the resulting loss.
Upon the Buyer’s request, Exklusiv-One shall release collateral if the realizable value of such collateral exceeds the secured claims by more than twenty percent (20%).
The selection of collateral to be released shall be at the sole discretion of Exklusiv-One.
VI. Packaging
The Buyer undertakes to resell and present the purchased products only in their original packaging.
The Buyer further agrees not to repackage the products or offer them together with third-party products unless expressly approved in writing by Exklusiv-One.
Resellers shall ensure compliance with these requirements by their own customers.
The Buyer shall dispose of transport packaging at its own expense in accordance with applicable Packaging Regulations.
VII. Data Protection
The collection, use, and storage of personal data by Exklusiv-One shall be carried out in accordance with the provisions of applicable German data protection laws.
By transmitting data to Exklusiv-One, the Buyer consents to the storage and processing of such data within the framework of applicable data protection legislation.
VIII. Jurisdiction and Final Provisions
The place of jurisdiction shall be the location of Exklusiv-One’s registered office.
However, Exklusiv-One shall also be entitled to bring legal action against the Buyer before the courts having jurisdiction over the Buyer’s place of business.
Unless otherwise agreed, the place of performance shall be the registered office of Exklusiv-One.
Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
The parties undertake to replace the invalid provision with a valid provision that most closely reflects the original intent and economic purpose of the invalid provision.
These Terms and all legal relationships between the parties shall be governed exclusively by the laws of the Federal Republic of Germany.
SECTION 2: GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
Exklusiv-One Premium Food GmbH
Version: February 2026
I. General Scope of the Terms and Conditions for the Provision of Services
All offers, deliveries, and other services provided by us, including future services, shall be rendered exclusively on the basis of these General Terms and Conditions for the Provision of Services (the “Terms”).
Any terms and conditions that conflict with or deviate from these Terms shall not be recognized unless expressly accepted in writing by Exklusiv-One Premium Food GmbH (“Exklusiv-One”).
These Terms apply exclusively to persons domiciled in Germany who enter into contracts in the exercise of their commercial or independent professional activities (“Entrepreneurs”), as well as domestic legal entities under public law and domestic special funds under public law (collectively referred to as the “Customer”).
These Terms do not apply to natural persons who conclude contracts for purposes that cannot predominantly be attributed to their commercial or professional activities (“Consumers”).
These Terms shall also apply if Exklusiv-One performs services without reservation while aware that the Customer’s terms and conditions conflict with or differ from these Terms.
II. Contractual Content and Formation of the Contract
Information contained on our website and in other company documents (including presentations, catalogs, brochures, and similar materials) shall only become binding parts of the contract if expressly referenced therein.
Upon issuance of our binding offer and its timely acceptance by the Customer, the content of the contractual relationship and the scope of delivery or performance shall be governed exclusively by our written order confirmation.
Any side agreements, oral statements made by employees or representatives, and amendments to confirmed orders shall only become effective upon our written confirmation. Transmission by telecommunications means shall be sufficient.
III. Product and Service Descriptions; Offer Documentation
Descriptions of products and services contained on our website and in other company documents do not constitute guarantees of quality or performance.
We reserve all ownership rights, copyrights, industrial property rights, and other intellectual property rights in our offer documents, illustrations, images, calculations, and cost estimates.
If our offer is not accepted, such documents shall be returned immediately upon request.
IV. Delivery and Performance Periods; Acceptance Delay
Delivery and performance deadlines shall only be binding if expressly confirmed in writing.
In cases of force majeure or unforeseeable events occurring after conclusion of the contract and beyond our control that demonstrably affect performance, including events affecting upstream suppliers, delivery and performance periods shall be extended by a reasonable period.
The Customer shall be informed as soon as reasonably possible of the beginning and end of such impediments.
If such impediments continue for more than three months or it becomes certain that they will continue for such period, both the Customer and Exklusiv-One shall be entitled to withdraw from the contract.
In cases of delay caused by ordinary negligence, damages recoverable in addition to performance shall be limited to 0.75% of the value of the delayed delivery or service for each completed week of delay, up to a maximum of 5%.
Where damages are claimed in lieu of performance, such claims shall be limited to 15% of the value of the delayed delivery or service.
These limitations shall not apply in cases of gross negligence, injury to life, body, or health, or in fixed-date transactions where timely performance is essential.
V. Prices
Unless otherwise agreed, all prices stated in quotations shall be in euros.
Statutory VAT applicable at the time of invoicing and shipping costs shall be charged separately.
Exklusiv-One reserves ownership and copyright rights in all drawings, calculations, and other documents.
Such materials may not be disclosed to third parties.
Documents marked as confidential may only be disclosed to third parties with Exklusiv-One’s prior written consent.
VI. Payment Terms and Doubts Regarding Creditworthiness
Unless otherwise agreed, invoices shall become due and payable in full without deduction within seven (7) days from the invoice date.
Payment shall be deemed received only when Exklusiv-One has unrestricted access to the full amount without recourse.
Checks shall only be accepted pursuant to a separate agreement and shall only be deemed payment after unconditional clearance.
Any bank charges, discount fees, and related costs, including applicable VAT, shall be borne by the Customer and become immediately due.
Set-off rights and deductions with offsetting effect are permissible only with claims that are acknowledged by Exklusiv-One, undisputed, ready for judgment, or legally established.
In the event of payment default, Exklusiv-One shall be entitled to charge default interest at an annual rate of six percentage points above the statutory base interest rate pursuant to Section 247 BGB.
Either party may prove higher or substantially lower actual damages.
For commercial transactions, Exklusiv-One additionally reserves the right to claim default interest of at least five percentage points above the applicable base rate from the due date.
If, after conclusion of the contract, circumstances become known indicating that our payment claim is jeopardized due to the Customer’s inability to pay, we may refuse performance and preparatory actions until payment or adequate security has been provided.
If payment or security is not provided within a reasonable period specified by us, we may withdraw from the contract.
VII. Conditions for Consulting and Advisory Services
The Customer shall reasonably cooperate in the provision of support and consulting services.
The Customer shall order our services on the basis of “service days.”
VIII. Compensation, Payment Default, and Delay in Acceptance
Unless otherwise agreed, service days shall be invoiced according to our current price and conditions list and shall consist of:
Daily service fees;
Travel expenses;
Accommodation expenses;
Daily allowances; and
Other ancillary costs.
One (1) service day equals eight (8) working hours.
Services rendered at the Customer’s premises shall be invoiced in half-day or full-day units.
Additional hours exceeding eight (8) hours per day shall be invoiced separately based on the applicable daily fee rate.
Waiting times shall be treated as working time.
Travel time shall be billed at fifty percent (50%) of the applicable hourly rate.
Expenses including hotels, flights, taxis, public transportation, rental cars, parking fees, and similar costs shall be charged at actual cost.
Travel by car shall be charged at €0.70 per kilometer.
Rail travel shall be charged based on the cost of a second-class ticket.
Service days and related expenses shall be invoiced monthly.
Where ten (10) or fewer service days are ordered, invoicing shall occur in advance, while ancillary expenses shall be invoiced separately as described above.
The provisions governing default interest shall apply accordingly in the event of payment default.
If the Customer defaults in accepting ordered service days, Exklusiv-One may, after expiration of a legally required and reasonable grace period, withdraw from the contract and/or claim damages in lieu of performance.
In such cases, Exklusiv-One shall be entitled to claim liquidated damages equal to fifty percent (50%) of the agreed remuneration for lost profit without further proof.
The right of either party to prove higher or substantially lower actual damages remains unaffected.
IX. Limitation of Liability
Our liability under the German Product Liability Act and in cases of impossibility or non-performance caused by our fault shall remain unaffected.
We shall further be liable in accordance with statutory law in cases involving:
Intentional misconduct;
Gross negligence;
Express guarantees;
Injury to life, body, or health caused by our fault.
In cases of ordinary negligence, liability for breaches of essential contractual obligations shall be limited to foreseeable damages typical for the contract.
The provisions concerning liability for delay remain unaffected.
In all other cases, liability for lost profits and other financial losses arising from breach of contract or tort shall be excluded.
Where the Customer has failed to perform adequate data backups, our liability for ordinary negligence shall be limited to the costs necessary to restore data from existing backup copies.
Any exclusions or limitations of liability applicable to Exklusiv-One shall also apply to the personal liability of our employees, representatives, and agents.
X. Subcontractors and Vicarious Agents
Exklusiv-One may engage subcontractors for the performance of services, provided that such subcontractors possess the necessary qualifications and expertise.
Exklusiv-One may utilize vicarious agents in the provision of services and shall ensure careful selection and adequate qualifications and reliability.
The vicarious agents intended to be assigned shall be identified in the relevant order.
The Customer may provide auxiliary personnel to support service delivery.
For vicarious agents employed by Exklusiv-One, Exklusiv-One shall remain the employer and bear all employer responsibilities.
For auxiliary personnel provided by the Customer, the Customer shall remain the employer.
The Customer shall have no right to demand the assignment of specific personnel.
In the event of an absence exceeding four (4) weeks, Exklusiv-One shall provide personnel with equivalent qualifications.
Foreseeable interruptions shall be planned at an early stage, and any personnel replacement shall include a comprehensive handover and transition process.
XI. Confidentiality
The parties undertake to maintain strict confidentiality regarding all trade secrets, confidential information, and confidential documents obtained during the term of the contractual relationship.
This obligation shall continue after termination of the contract.
The Customer shall make deliverables accessible only to employees and third parties who require access for the performance of their official duties.
Customer data required for the execution of services shall be processed in accordance with applicable data protection laws and regulations.
Upon successful completion of services, Exklusiv-One may identify the Customer as a reference client unless otherwise agreed.
XII. Place of Performance, Governing Law, and Jurisdiction
The place of jurisdiction shall be the location of Exklusiv-One’s registered office.
However, Exklusiv-One shall also be entitled to bring legal action against the Customer before the courts having jurisdiction at the Customer’s place of business.
These Terms and all legal relationships between the parties shall be governed exclusively by the laws of the Federal Republic of Germany.
Unless otherwise agreed, the place of performance shall be the registered office of Exklusiv-One.
