1. SCOPE

1.1  These Terms of Use apply to the use of the customer platform hochland.io ("Platform") operated by Hochland Deutschland GmbH ("we" or "Hochland") and the applications provided to its customers (hereinafter referred to as "Users" or "Customers") via the platform, as well as the associated special form of electronic communication. The provision is based on a service agreement in accordance with the following provisions of these General Terms of Use.

1.2  The platform offers users the following functions in particular:

• Provision of product information (e.g. data, specifications, certificates)

• Option to order product samples

• Placement of product orders

• Access to order history and the current order and delivery status of placed orders

• Access to all invoices for completed orders

• Communication of quantity planning

• Addition of own article numbers

• Submission of complaints

1.3  These Terms of Use apply exclusively to commercial transactions with entrepreneurs as defined by § 14 of the German Civil Code (BGB).

1.4  These Terms of Use exclusively govern the conditions between Hochland and the users of the platform for the services offered by Hochland as part of the usage relationship. Deviating provisions shall only apply if confirmed by us in writing. By registering (see Section 3 below), the user acknowledges these Terms of Use as binding and agrees to their exclusive application.

1.5  We reserve the right to amend these Terms of Use at any time, provided that users are not unreasonably disadvantaged contrary to good faith, particularly if required for the implementation of legal changes or to ensure system security. Changes will be communicated to users in an appropriate manner in text form (e.g., via email or through the platform) and shall be deemed approved if the user does not object in text form (e.g. via email) within three weeks of being notified of the change. We will explicitly inform users of this consequence when notifying them of the changes. Should the user object to the announced changes, we reserve the right to terminate the usage agreement for the platform in accordance with Section 7.1 at the earliest possible date.

1.6  By registering in accordance with Section 3 below, the user acknowledges these Terms of Use as binding and agrees to their exclusive application.

2. PROVIDER AND CONTRACTING PARTY

The provider and operator of the platform is:

Hochland Deutschland GmbH

Kemptener Str. 17

88178 Heimenkirch

Commercial Register: Amtsgericht Kempten (Allgäu), HRB 1795

Managing Directors: Volker Brütting, Nis Nürnberger, Michael Stieghorst

Email: support@hochland.io

3. REGISTRATION

3.1  Access to the platform requires the creation of a user account (registration).

3.2  Registration is free of charge. A registration link can be requested via the website hochland.io. The required information must be provided truthfully.

3.3  After submitting the registration request, it will be reviewed by Hochland. If approved, a link to complete the registration process will be sent to the user. Registration is only complete once a password for the user account has been set and the provided email address has been verified by clicking a link in the confirmation email. There is no entitlement to access the platform. Only companies and fully legally competent individuals who qualify as entrepreneurs as per § 14 BGB may be granted access. We may request proof of the user’s entrepreneurial status (e.g., by providing a VAT ID or other suitable evidence) before granting access. Approval is at our discretion, taking into account our obligations of due diligence and the legitimate interests of the applicant.

3.4  Apart from agreeing to these Terms of Use, registration does not impose any obligations on the user. Registration alone does not constitute any purchase obligation regarding the products we offer. The user account can be deleted at any time by submitting a request through the contact form.

3.5  If any details provided during registration change, the user is obligated to inform Hochland immediately via the contact form on the platform.

4. GENERAL USER OBLIGATIONS

4.1  User accounts are individualized and may only be used by the authorized individual. Sharing access credentials with unauthorized third parties is strictly prohibited.

4.2  The user is solely responsible for maintaining the confidentiality of their login credentials and restricting access to their device. If there is reason to believe that unauthorized individuals have obtained a password, the password must be changed immediately. In the event of suspected misuse by an unauthorized third party, the user must inform Hochland immediately. Upon becoming aware of unauthorized use, Hochland will block access to the affected user account. Hochland is not liable for any damages resulting from the misuse of access credentials. In the event of unauthorized use of the user's access authorization by third parties, any declarations made under such access will be attributed to the user, unless the user proves that the declaration did not originate from them and that they are not responsible for the misuse of the access authorization.

4.3  The user is obligated to provide truthful information about themselves and to regularly verify the accuracy of their details.

4.4  Hochland is entitled to block a user's access to the platform if there is sufficient suspicion that the user has violated these terms of use or legal regulations while using the platform. The user can prevent such measures by dispelling the suspicion at their own expense through the submission of appropriate evidence.

4.5  The user must refrain from any actions that could endanger or disrupt the functionality of the platform, and they may not access data they are not authorized to access.

4.6  The user is also responsible for promptly downloading and securely storing on their own systems the documents made available to them on the platform—particularly those required for the export of goods, such as commercial invoices (CI), certificates of analysis (CoA), certificates of origin (CoO), health certificates (HC), pre-certificates (pHC), packing lists (PL), bills of lading (BL), or sea waybills (SWB). This must be done immediately upon receiving the respective notification about their availability on the platform and, in any case, in a timely manner several working days before the intended use, so that the user can access them even in the event of potential unavailability of the platform.

5. GRANTING OF RIGHTS

5.1  The user is granted a non-exclusive, non-transferable, and non-sublicensable right to use the platform and the services and content provided through it in accordance with these Terms of Use. This right of use is limited to the duration of the usage relationship established under these Terms of Use. Any further use is prohibited, particularly altering, copying, reproducing, selling, renting, or otherwise exploiting the platform and its services and content without prior written consent from Hochland.

5.2  The platform, its services, content, and functionalities are protected by copyright and other protective laws. Company and product identifiers, trademarks, and copyright notices may not be removed or used for personal purposes.

5.3  Beyond the rights expressly granted to the user in these terms of use, no further rights of any kind to the platform or the services, content, and functionalities provided through it, as well as to trademarks, company and product identifiers, or other intellectual property rights (e.g., trademarks, patents, designs, utility models, etc.), are granted to the user. Furthermore, Hochland is under no obligation to grant such rights to the user. Sections 69a et seq. of the German Copyright Act (UrhG) remain unaffected.

5.4  The content and information provided on the platform may not be systematically extracted and/or reused without Hochland's express written consent. In particular, no data mining, robots, or similar data collection and extraction programs may be used to extract substantial parts of a Hochland service for reuse (whether once or repeatedly) without Hochland's express written consent. Furthermore, the user may not, without Hochland's express written consent, create and/or publish their own database that contains substantial parts of a service provided by Hochland via the platform.

6. LIABILITY

6.1  Hochland is liable without limitation for damages caused by intent or gross negligence and for damages resulting from injury to life, body, or health.

6.2  Hochland is liable for slight negligence only in the event of a breach of a material contractual obligation. Material contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contractual relationship established on the basis of these terms of use and on whose compliance the user regularly relies and may rely. The uninterrupted technical availability of the platform is not considered a material contractual obligation. Liability for the breach of a material contractual obligation is limited to the typical contractual damage that could have been foreseen at the time of contract conclusion based on the circumstances known at that time.

6.3  Hochland is not liable for disruptions to the platform or its availability caused by third-party network or system failures.

6.4  Hochland assumes no liability for any (consequential) damages that could have been avoided if the user had fulfilled their obligations under these terms of use, particularly the data backup obligations outlined in Section 4.6.

6.5  If the platform provides the possibility to redirect to third-party databases, websites, services, etc., for example, through the inclusion of links or hyperlinks, Hochland is not liable for the accessibility, availability, or security of these databases or services, nor for their content. In particular, Hochland is not liable for their legality, accuracy, completeness, timeliness, or any other aspects.

6.6  All the aforementioned provisions of this Section 6 apply accordingly to the benefit of Hochland's legal representatives, employees, or agents.

7. DURATION AND TERMINATION

7.1  The usage agreement established under these Terms of Use is concluded for an indefinite period and may be terminated by either party with two weeks' notice in text form (e.g., via email).

7.2  The right to terminate for cause remains unaffected.

7.3  The validity of orders and other individual agreements concluded via the platform remains unaffected by the termination of this user agreement. In this respect, these terms of use continue to apply to contracts concluded via the platform.

8. DATA PROTECTION

When using the platform, personal data is processed only to the extent that Hochland is authorized to do so based on the user's consent or on the basis of a legal provision. Further information on this can be found in our Privacy Policy at https://www.hochland.io/en/datenschutz/.

9. FINAL PROVISIONS

9.1  These terms of use and the contractual relationship established on their basis are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all legal disputes related to the use of the platform and these terms of use is Kempten (Allgäu).

9.2  Should individual provisions of these terms of use be or become invalid and/or contradict legal regulations, the validity of the remaining terms of use shall not be affected. The invalid provision shall be replaced by the contracting parties with a provision that comes as close as possible to the economic purpose of the invalid provision in a legally effective manner. The same applies in the case of any gaps in the provisions.

If the user places product orders via the corresponding function on the Customer Platform hochland.io, the following General Terms and Conditions of Sale and Delivery shall apply additionally:

1. PLACING OF ORDER, CONTENT OF CONTRACT

1.1   These General Terms and Conditions of Sale and Delivery for the Customer Platform hochland.io ("GTCS Hochland.io") apply to all orders, deliveries, and contracts regarding the products presented by Hochland Deutschland GmbH ("we") in the relevant section on the customer platform. These GTSD hochland.io apply to both current and future business relationships without the need for explicit reference to the GTCS hochland.io in the future.

1.2   They shall only apply to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. The GTCS are an integral part of every contract concluded between us and our respective contractual partner ("Buyer"), unless and insofar as explicitly agreed otherwise in writing in individual cases.

1.3   Our GTCS hochland.io shall apply exclusively. The Buyer recognises these terms and conditions at the latest by accepting the delivered goods in part or in full. Deviating terms and conditions of the Buyer shall not become part of the contract even if the Buyer confirms an order on his terms and conditions and we do not explicitly object to this or if we carry out the delivery to the Buyer without reservation in the knowledge of conflicting terms and conditions of the Buyer. Even if we refer to a letter that contains or refers to the terms and conditions of the Buyer or a third party, this does not constitute agreement with the validity of those terms and conditions. No express objection to the Buyer's General Terms and Conditions is required.

1.4   All agreements made between us and the Buyer for the purpose of concluding a contract are set out in writing in the respective contract.

1.5   The presentation of the products on the platform does not constitute a legally binding offer but merely provides the opportunity to place an order (invitatio ad offerendum).

1.6   The products offered on the platform can be selected under the menu item "Place Order" in Step 1 (Product Selection), and the desired quantity can be specified. Subsequently, the billing and goods recipient is selected, and the desired delivery date is provided. Any selection or input errors (e.g., regarding the chosen product, desired quantity, or billing/goods recipient) can be corrected at any time by clicking the "Back" button during the respective ordering step. Until the order is placed, entries can be corrected, and the selected products/quantities, etc., can be changed or removed from the order. The ordering process can also be easily terminated at any time by closing the browser window.

1.7   Only by clicking the "Submit Order" button in the final step of the ordering process is a binding offer made to purchase the products displayed in the order summary. Immediately after submitting the order, the user receives a confirmation of receipt of their order from us via the platform or by email, which does not yet constitute acceptance of the contract offer. A contract is only concluded when we have confirmed the order through a separate email or notification via the platform.

1.8   The language available for concluding the contract is exclusively German. Translations into other languages are for informational purposes only. In case of discrepancies between the German text and the translation, the German text shall prevail.

1.9   The contract terms, including details of the ordered products, the GTCS hochland.io, as well as further delivery details and associated documents, are stored and can be accessed by the user at any time via the platform under the "My Orders" tab.

1.10   For reasons of freshness and quality assurance for our products, we reserve the right not to accept orders that exceed the average requirement for the period of a normal or promotional delivery, which results from the scheduled delivery rhythm. In the case of orders that exceed these requirements, our delivery is subject to change.

2. MINIMUM ORDER QUANTITY, FREE FREIGHT LIMIT

2.1   The minimum quantities or minimum units selectable for the respective product in the ordering process on the platform apply. The minimum order quantity per order is 200 kg, unless explicitly agreed otherwise.

2.2   Delivery is free of charge if the order reaches the minimum quantity stated above. If the order does not reach this freight-free limit, the order will either not be executed or a contribution to the delivery costs of €50 will be charged.

3. REMAINING SHELF LIFE

The information in the product specification refers to the minimum remaining shelf life guaranteed by us. This begins on the day of delivery to the first delivery point and ends on the best-before date printed on the goods.

4. DELIVERY

4.1   Unless otherwise expressly agreed, delivery is made according to Incoterm FCA, Hochland, Warehouse Buxheim, Germany, Incoterms 2020.

4.2   Specified delivery times are always non-binding, unless otherwise expressly agreed or stated in the order confirmation.

4.3   As long as the Buyer is in arrears with an obligation arising from an ongoing business relationship, in particular if the Buyer is in arrears with payment, our delivery obligation shall be suspended. However, the Buyer remains obliged to take delivery.

4.4   The order lead time for an order is six working days (Monday to Saturday) from the order date (order received by 2 p.m.) unless expressly agreed otherwise.

4.5   We are authorised to make partial deliveries insofar as these are reasonable for the Buyer.

4.6   In order to ensure perfect product quality, the temperature range for products requiring refrigeration must be between 2°C-8°C in the storage and transport area.

4.7   If delivery is permanently or temporarily impossible for reasons for which we are not responsible, the purchase price shall nevertheless be due; we may then store the goods at the risk and for the account of the Buyer.

4.8   If there are reasonable doubts about the Buyer's ability to pay, in particular in the event of payment arrears, we shall be entitled to make delivery dependent on advance payments or the provision of securities.

4.9   If we are unable to meet delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Buyer of this immediately and at the same time inform the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the Buyer. Non-availability of the service exists, for example, in the event of late delivery by our suppliers, if we have concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure or if we are not obliged to procure in individual cases.

The Buyer shall not be entitled to any further claims, in particular claims for damages, or such claims shall be excluded.

4.10    Pallet delivery of standard goods is only possible on Euro pool pallets (800 x 1,200 mm) unless expressly agreed otherwise. These must be exchanged for pallets of the same quality immediately upon delivery. Only exchangeable pallets of the same quality in accordance with UIC Code 435-2 (4) without any sorting effort will be accepted.

5. PRICES, PRICE ADJUSTMENTS

5.1   The prices valid for the day chosen in the ordering process apply according to the price list stored on the platform.

5.2   Unless expressly agreed otherwise in individual cases, all prices are carriage paid to the destination, including packaging and costs for the Green Dot, plus VAT at the statutory rate applicable on the date of invoicing.

6. TERMS OF PAYMENT

6.1   The purchase price is due for payment within 30 days of invoicing and delivery of the goods without deduction net cash, unless expressly agreed otherwise in individual cases. The date of receipt of payment shall be decisive. Bills of exchange and cheques will not be accepted.

6.2   The Buyer shall be in default if he fails to pay at the time specified in the order confirmation or invoice or - if a payment date has not been specified - if he fails to pay in response to our reminder, but no later than 30 days after receipt of our invoice.

6.3   If it becomes apparent after conclusion of the contract that the Buyer will not be able to fulfil his payment obligations when due, we shall be entitled to effect delivery in whole or in part only against advance payment or cash on delivery.

6.4   The Buyer shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. The Buyer shall only be entitled to assert rights of retention on the basis of counterclaims arising from the same contractual relationship. In the event of defects in the delivery, the Buyer's counterclaims shall remain unaffected.

6.5   If the Buyer is in default of payment, we shall be entitled to charge him interest for the duration of the default in accordance with Section 247 of the German Civil Code (BGB) in conjunction with Section 288 of the German Civil Code (BGB). We reserve the right to claim further damages.

7.  GUARANTEE

7.1   The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title, unless otherwise stipulated below.

7.2   The Buyer shall inspect the type, quantity and quality of our deliveries immediately after delivery. Any defects and damage to the goods or packaging recognisable during the inspection as well as deviations in quantity and incorrect deliveries must be noted on our delivery receipt by the delivering carrier upon receipt of the goods and we must also be informed immediately in writing. Hidden defects must be reported in writing immediately after their discovery, stating the order data. If the Buyer fails to carry out the proper inspection and/or report defects in good time, the goods shall be deemed to have been approved and the Buyer shall have no warranty claims with regard to obvious or known defects, including consequential defects resulting therefrom. A prerequisite for any complaint to be recognised is the proper storage of the goods after delivery.

7.3   We shall have the right to inspect and test the goods complained about in their unaltered condition in the event of any notification of defects.

7.4   If the delivered goods are defective, the Buyer may initially demand rectification of the defect or delivery of defect-free goods as subsequent fulfilment. If the subsequent fulfilment has failed or a reasonable deadline to be set by the Buyer for the subsequent fulfilment has expired unsuccessfully or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price.

7.5   The expiry of the best-before date (BBD) at the Buyer's premises does not entitle the Buyer to return the goods or to assert other claims such as subsequent fulfilment, withdrawal or reduction.

7.6   Insofar as information about the goods to be delivered becomes part of the contract, it shall only contain a guarantee of quality, durability or other guarantee insofar as we expressly assume such a guarantee. The assumption of a guarantee is only effective with our written confirmation.

7.7   If the goods are sold by the Buyer or its customer to a consumer within the meaning of Section 13 of the German Civil Code (BGB), the Buyer must inform us immediately of any warranty claims of which it becomes aware. In the event of recourse by the buyer in accordance with Section 478 of the German Civil Code (BGB), the assertion of claims for damages is excluded. Warranty claims can be asserted within 12 months of delivery.

8. LIABILITY

8.1   Insofar as the agreements made do not contain any deviating provisions, all claims for damages by the Buyer (e.g. arising from non-performance, impossibility, other exclusion of the obligation to perform, default, material defects, defects of title, breach of contractual obligations, breach of obligations during contract negotiations, settlement between joint and several debtors, unauthorised action and tort etc.) against us and against our legal representatives and vicarious agents are excluded.

8.2   We shall only be liable to the Buyer for damages in the event of willful intent or gross negligence. This shall not apply to damages resulting from injury to body, life or health, for strict liability, in particular under the Product Liability Act, or in the event of a breach of essential contractual obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Buyer may regularly rely; in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.

8.3   The aforementioned limitations of liability shall also apply in the event of breaches of duty by or in favour of persons whose fault we are responsible for in accordance with statutory provisions.

8.4   The limitations according to § 8 shall also apply if the Buyer demands compensation for futile expenses instead of a claim for damages in lieu of performance.

9. STATUTE OF LIMITATIONS

The Buyer's claims for defects shall become time-barred one year after delivery of the goods. The aforementioned period shall also apply to contractual and non-contractual claims for damages of the Buyer which are based on a defect of the goods. However, claims for damages by the Buyer in the event of intent or gross negligence, injury to life, limb or health and claims under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

10.  RETENTION OF TITLE

10.1   The delivered products shall remain our property until complete fulfilment of all claims, including future claims, arising from the business relationship with the Buyer, including any refinancing or reverse bills of exchange. In the case of a current account, the retained title shall be deemed security for our balance claim.

10.2   The goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before full payment of the secured claims. The Buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

In the event of breaches of contract by the Buyer, in particular in the event of default of payment, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

10.3   The Buyer shall be entitled to resell the goods subject to retention of title in the ordinary course of business as long as he is not in default and as long as his financial circumstances do not deteriorate significantly. The Buyer hereby assigns to us all claims arising from the sale of the goods, including any securities, in the amount of our purchase price claim. Notwithstanding our authorisation to collect the claim ourselves, the Buyer shall remain authorised to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and insofar as the Buyer fulfils his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments.

10.4   The Buyer hereby irrevocably authorises us to access its business premises and its warehouses at any time in order to determine which goods are our property. If the Buyer fails to fulfil his obligations arising from the business relations existing with us, we shall be entitled to take possession of the goods subject to retention of title at any time. The same shall apply if a significant deterioration in the Buyer's financial circumstances occurs or threatens to occur.

10.5   If the realisable value of the security to which we are entitled exceeds our total claim against the buyer by more than 10%, we shall be obliged to release securities of our choice at the buyer's request.

11.  PLACE OF JURISDICTION, CHOICE OF LAW

11.1   The place of fulfilment for orders for goods is the factory/warehouse at which we hand over the ordered goods to the carrier, unless otherwise stated in our order confirmation.

11.2   The place of jurisdiction on both sides for all disputes arising from the relationship between the contracting parties is the court responsible for the headquarter in Heimenkirch. However, we shall also be entitled to take legal action at any other place of jurisdiction applicable to the Buyer, in particular the Buyer's general place of jurisdiction.

11.3   The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.4   We have adopted a Code of Conduct which contains regulations for our business partners (available at https://www.hochland-group.com/en/facts/compliance.htm ).

12. FINAL CLAUSE

Should one or more of these provisions of the GTCS hochland.io be or become invalid, or should the contract contain a loophole, this shall not affect the validity of the remaining provisions. The invalid or missing provisions shall be replaced by a legally valid provision which comes closest to the intended economic purpose or which the contracting parties would have intended according