General Terms and Conditions of Delivery and Payment of All Organic Treasures GmbH DE- 87487 Wiggensbach, Germany

General Terms and Conditions of Sale All Organic Treasures GmbH ("AOT")

1. Validity
   The General Terms and Conditions of Sale (GTC) apply to all business relationships between AOT (the "Seller") and the Buyer. They apply only if the Buyer is an entrepreneur, a legal entity under public law, or a special fund under public law. The GTC apply exclusively; deviating or supplementary terms of the Buyer are excluded. Acceptance of orders by the Seller does not constitute recognition of such terms. The GTC also apply as a framework agreement to all future business relationships. Individual agreements take precedence over the GTC. Legally relevant declarations and notifications by the Buyer must be in writing. Incoterms referenced in the GTC are valid in the 2020 version. Working days are Monday to Saturday, excluding Bavarian public holidays.

2. Conclusion of contract, transfer of rights of the Buyer
   All offers from the Seller are non-binding unless explicitly marked as binding. The Buyer may accept offers in writing within ten calendar days. A purchase contract is concluded once the Seller confirms acceptance within four weeks. If the Buyer rejects, amends, or accepts with reservations, this constitutes a new offer, which the Seller must expressly accept to form a contract. The Buyer is bound to their order for four weeks. Contracts depend on the availability of goods and the Seller’s order confirmation. Assignment of rights requires the Seller’s written consent.

3. Prices, price adjustment
   Prices are quoted in euros ex works from the Seller's premises, excluding VAT, packaging, fees, customs, and other charges. Price lists valid at contract conclusion apply. The Seller may adjust prices due to cost changes, including raw materials, wages, transport, taxes, and other charges. Cost increases or decreases affect prices proportionally. Price changes in ongoing obligations require two weeks' written notice; the Buyer may object within two weeks, otherwise the change is deemed accepted. Special circumstances such as customs duties may also justify price increases.

4. Payment, due date, offsetting
   For first-time orders, full prepayment is required. Delivery dates may be postponed until payment is received. In ongoing business, payments are due immediately upon delivery and invoicing. Offsetting and retention rights of the Buyer are limited to undisputed or legally established claims from the same contract.

5. Obligations of the Buyer to make advance payments and cooperate
   The Buyer must take timely measures and cooperate to enable the Seller to fulfill the contract. Non-fulfillment may trigger remedies under clause 7.2.

6. Right of withdrawal of the Seller, extraordinary right of termination
   The Seller may withdraw if purchased goods are no longer available as certified organic or equivalent, or if certifications lapse. Withdrawal is declared in writing within fourteen working days. Extraordinary termination applies if the Buyer's financial situation deteriorates significantly or in cases of repeated or severe contractual breaches.

7. Delivery, delay in delivery, default of acceptance, force majeure
   Delivery is ex works. The Seller determines shipment type even if the Buyer bears costs. Delivery dates are binding only if confirmed in writing. The risk passes to the Buyer in case of default of acceptance. Partial deliveries are allowed if usable. Force majeure events release the Seller from obligations for their duration plus a reasonable start-up period. The Buyer must be notified of foreseeable delays. If the Buyer is in default of acceptance, the Seller may store goods at the Buyer’s risk and expense. Unjustified non-acceptance may trigger statutory rights and 15% compensation of the net purchase price.

8. Packaging material, pallet exchange
   The Seller is generally not obliged to take back packaging, except for Euro pallets. Pallet exchanges follow GS1 Germany guidelines, and discrepancies are to be noted and compensated. If no exchange occurs, pallets are invoiced separately.

9. Retention of title, insurance
   Delivered items remain the property of the Seller until full payment. The Buyer may resell goods in the ordinary course of business but must transfer ownership rights if items are combined or processed. Claims from resale are assigned to the Seller. The Buyer must insure goods against fire, water, and theft and notify the Seller of any seizure, damage, or loss. Securities exceeding the Seller’s claims by 10% must be released upon request. Jurisdictional adjustments apply if retention of title does not provide the same security effect.

10. Warranty, obligation to inspect/give notice of defects
    Descriptions and contract documents are approximate and not guarantees. The Buyer must inspect and notify defects promptly—within two working days for non-obvious defects, seven for obvious defects. The Seller may remedy defects or replace items; repeated failure allows withdrawal or price reduction. Claims for damages follow clause 11 and are otherwise excluded.

11. Liability
    The Seller is liable without limitation under the Product Liability Act, for intentional or grossly negligent breaches, fraudulent concealment, and GDPR breaches. Liability for slight negligence is limited to essential contractual obligations and foreseeable, typical damages. Liability extends to employees and agents.

12. Limitation period
    Claims for material or title defects are generally limited to one year from delivery. Longer periods apply for fraudulently concealed defects, Product Liability Act claims, guarantee assumptions, procurement risk, or GDPR breaches. Non-contractual claims follow the regular statutory limitation. Consumer goods supply chain rules apply as per Sections 445b, 474, 478 BGB.

13. Rights to documents
    The Seller retains ownership, copyright, and usage rights to documents. The Buyer may use documents only for the contractual purpose and may not grant rights to affiliates, end customers, or third parties.

14. Confidentiality, data processing and storage
    The Buyer must maintain confidentiality of trade secrets and other sensitive information for five years post-business relationship. Unauthorized use, reverse engineering, or disclosure is prohibited. Electronic data must be deleted or blocked after contract termination. Internal disclosure is allowed only on a need-to-know basis to bound employees or consultants. Confidential information must be protected against unauthorized third-party access. Violations may incur a contractual penalty. Personal data processing follows GDPR and BDSG regulations.

15. Choice of law, place of jurisdiction, severability clause
    Contracts are governed exclusively by German law. For disputes with merchants, the Seller’s registered office is the exclusive jurisdiction unless statutory provisions apply. Invalid clauses do not affect the remainder of the contract; gaps are filled according to economic intent.

As of October 2025