General
Terms and Conditions of Sale

1 General Scope of Application

1.1 Our (Meisterwerke GmbH, registered in the Commercial Register of the Local Court of Eschwege under HRB 3317, with registered office at Schloßbergstr. 21, 37293 Herleshausen) General Terms and Conditions of Sale (“GTC”) apply to all – including future – contracts for the sale and/or delivery of movable goods (hereinafter referred to as “Goods”) including foodstuffs, in particular fish, fishery products, seafood, delicatessen and other commercial goods, as well as to related services and other legal relationships with entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (hereinafter referred to as “Customer”). We do not recognize conflicting or deviating General Terms and Conditions of Purchase or similar terms of the Customer, so that such terms only become part of the contract if we have expressly consented to their validity in writing in each case.

1.2 Our GTC also apply if we carry out delivery to the Customer without reservation in the knowledge of conflicting or deviating terms of the Customer.

1.3 All agreements made between us and the Customer for the purpose of executing this contract are set out in writing in these GTC. Unless otherwise specified in the following provisions, the legal provisions apply exclusively to the legal relationship with the Customer.

1.4 Our GTC also apply to all future business with the Customer without the need for separate reference or citation.

1.5 At the latest upon acceptance of our delivery by the Customer, these GTC are deemed accepted, even if the Customer has previously referred to its own terms.

1.6 Individual agreements (e.g., framework delivery contracts, quality assurance agreements) and information in our order confirmation take precedence over the GTC.

1.7 Trade terms shall, in case of doubt, be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

1.8 Legally relevant declarations and notifications by the Customer in relation to the contract (e.g., setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Written form within the meaning of these GTC includes written and text form (e.g., letter, email, fax). Statutory form requirements and further evidence, particularly in case of doubts about the legitimacy of the declarant, remain unaffected.

2 Offer and Conclusion of Contract

2.1 Our offers are subject to change and non-binding. The order of the Goods by the Customer constitutes a binding contractual offer. Orders from the Customer only become binding upon our order confirmation in text form. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 5 banking days of its receipt by us. Acceptance may also be effected during this period by dispatch of the Goods, § 151 BGB. Oral agreements, in particular collateral agreements and/or other commitments by our employees, only become legally binding upon our written confirmation.

Orders and order confirmations are only legally binding if they are made in text form.

The minimum order quantity is 1 pallet (approx. 250 kg).

2.2 Unless otherwise agreed in writing, any requests for changes after conclusion of the contract can no longer be accommodated.

3 Dispatch and Transfer of Risk

3.1 Unless otherwise agreed in individual cases at least in text form, deliveries are made from our warehouse or delivery location at Heidelmann Kühllogistik GmbH, Hans-Heidelmann-Str. 1, D-34613 Schwalmstadt (“Delivery Location”). The place of performance for the delivery of the Goods and for any subsequent performance is, unless otherwise agreed in individual cases at least in text form, the Delivery Location. At the request and expense of the Customer, the Goods will be dispatched to another destination (“Dispatch Sale”). Unless otherwise agreed, we are entitled to determine the type of dispatch ourselves (in particular the transport company, the shipping route, the refrigerated or frozen packaging and other packaging). Incoterms only apply to deliveries outside the EU and otherwise only if they are expressly agreed in individual cases. In this case, the Incoterms apply in the version valid at the time of conclusion of the contract; otherwise, the provisions of these GTC, in particular regarding transfer of risk, acceptance, incoming goods inspection, cold chain and transport costs, remain primarily applicable, unless expressly agreed otherwise.

3.2 The risk of accidental loss and accidental deterioration of the Goods passes to the Customer at the latest upon handover. In the case of a dispatch sale, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay already passes upon delivery of the Goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the dispatch. For international deliveries, the place of delivery is Heidelmann Kühllogistik GmbH, Hans-Heidelmann-Str. 1, D-34613 Schwalmstadt, unless otherwise stated on the order confirmation. The above applies regardless of whether only partial deliveries are made. Handover or acceptance is equivalent to the Customer being in default of acceptance.

3.3 The disposable boxes provided by Meisterwerke GmbH as transport aids for fresh fish are disposed of by the Customer in the designated recycling system at its own expense.

3.4 For temperature-controlled Goods, in particular fresh fish, frozen goods, seafood and other refrigerated foodstuffs, the Customer is responsible from the transfer of risk for proper acceptance, immediate storage and compliance with the prescribed refrigerated or frozen cold chain.

3.5 If the Customer is in default of acceptance, fails to perform a cooperative act or if our delivery is delayed for other reasons for which the Customer is responsible, we are entitled to claim compensation for the resulting damage including additional expenses (e.g., storage costs). For this purpose, we charge a flat-rate compensation of 0.25% of the net invoice amount of the Goods to be stored per elapsed week plus VAT at the statutory rate, starting from the delivery deadline or, in the absence of a delivery deadline, from notification of the readiness for dispatch of the Goods. We reserve the right to claim further storage costs and the Customer is permitted to prove that lower or no storage costs have been incurred.

3.6 The transport company is responsible for transport damage and loss of the Goods. Damage must be determined in the presence of the transport company and communicated immediately in writing to both the transport company and to us.

3.7 If divisible services are owed by us, partial services are permissible to a reasonable extent and may be invoiced separately by us. A right of retention due to the part of the order not yet delivered cannot be asserted against the claim for payment.

4 Pricing and Payment Terms

4.1 Our stated prices are understood as current prices at the time of conclusion of the contract, unless expressly agreed otherwise. The prices stated in the order are decisive.

4.2 Unless otherwise agreed in individual cases, prices are in EURO, ex Delivery Location, plus statutory value-added tax and packaging. Packaging materials are charged at cost and are not taken back. In the case of a dispatch sale (Section 3.1), the Customer bears the transport costs ex warehouse and the costs of any transport insurance requested by the Customer.

4.3 Our invoices are due and payable within 8 days of invoicing and delivery or acceptance of the Goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We declare a corresponding reservation at the latest with the order confirmation. Notwithstanding the above, the payment terms of our payment service provider (factoring company) apply.

4.4 If, in deviation from Section 4.3, a payment deadline has been agreed that can be calculated according to the calendar, default of payment occurs without the need for a reminder or other requirements upon expiry of the payment deadline. In no case does default occur under the above provisions before the claim becomes due. Outstanding amounts are subject to interest during default at the applicable statutory default interest rate. We reserve the right to claim further default damages. In relation to merchants, our claim to commercial interest on maturity (§ 353 HGB) remains unaffected.

4.5 If it becomes apparent after conclusion of the contract (e.g., by application for the opening of insolvency proceedings) that our claim for remuneration is jeopardized by the Customer’s lack of ability to perform, we are entitled in accordance with the statutory provisions to refuse performance and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made items), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

4.6 In the event of the Customer’s default of payment, we may, after notification to the Customer, suspend the fulfillment of further obligations, including from other contracts with this Customer or a company affiliated with this Customer within the meaning of §§ 15 et seq. AktG, until receipt of the payments owed.

4.7 Set-off against counterclaims of the Customer or the retention of payments due to such claims is only permissible to the extent that the counterclaims are undisputed or have been legally established or arise from the same contract under which the relevant delivery was made.

5 Delivery Periods and Performance Time

5.1 Unless expressly agreed otherwise in writing, the delivery periods and dates for deliveries and services specified by us are not fixed dates. With the exception of effectively agreed fixed dates, the agreed delivery times are subject to the reservation of timely self-supply by our supplier.

5.2 For compliance with delivery times, either (i) the time of provision or (ii) in the case of a dispatch sale, the time of dispatch, in each case at our Delivery Location, is decisive. If the Goods are not dispatched on time through no fault of our own, the delivery times are deemed to have been met upon notification of readiness for dispatch.

5.3 We are not liable for impossibility of delivery or for delivery delays to the extent that these have been caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g., failure of timely self-supply by our supplier if we have concluded a congruent hedging transaction, other disruptions in the supply chain, strikes, lawful lockouts, epidemics, pandemics, fuel shortages, enforceable official measures impeding operations for which we are not responsible) for which we are not responsible.

5.4 If such events make delivery or performance substantially more difficult or impossible for us and the impediment is not merely of temporary duration, the Customer is entitled to withdraw from the contract. In the case of impediments of temporary duration, the delivery periods or performance periods are extended or the delivery dates or performance dates are postponed by the period of the impediment plus a reasonable start-up period. To the extent that acceptance of the delivery or performance is unreasonable for the Customer as a result of the delay, the Customer may withdraw from the contract by immediate written declaration to us.

5.5 The occurrence of our default of delivery is determined in accordance with the statutory provisions. In any case, however, a reminder by the Customer, at least in text form, is required.

5.6 The rights of the Customer pursuant to this Section 5 and our statutory rights, in particular in the event of exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

6 Retention of Title/Extended Retention of Title

6.1 Until full payment of all our present and future claims arising from the respective contract and an ongoing business relationship (“secured claims”), we reserve title to the sold Goods.

6.2 The Goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims. The Customer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties access (e.g., seizures) the Goods belonging to us.

6.3 In the event of conduct by the Customer contrary to the contract, in particular in the event of non-payment of the remuneration due, we are entitled in accordance with the statutory provisions to withdraw from the contract and/or to demand return of the Goods on the basis of the retention of title. The demand for return does not simultaneously constitute the declaration of withdrawal; rather, we are entitled merely to demand return of the Goods and to reserve the right to withdraw. If the Customer does not pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the Customer a reasonable deadline for payment or if such setting of a deadline is dispensable under the statutory provisions.

6.4 The Customer is authorized, subject to revocation pursuant to Section 6.4.3, to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition.

6.4.1 The retention of title also extends to the products resulting from processing, mixing or combining our Goods to their full value, whereby we are deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their title remains, we acquire co-ownership in the ratio of the invoice values of the processed, mixed or combined Goods. Otherwise, the same applies to the resulting product as to the Goods delivered subject to retention of title.

6.4.2 The Customer hereby assigns to us as security the claims against third parties arising from the resale of the Goods or the product in their entirety or in the amount of our possible co-ownership share pursuant to the above Section 6.4.1. We accept the assignment. The obligations of the Customer stated in Section 6.2 also apply with regard to the assigned claims.

6.4.3 The Customer remains authorized to collect the claims in addition to us. We undertake not to collect the claim as long as the Customer meets its payment obligations to us, there is no deficiency in its ability to perform and we do not assert the retention of title by exercising a right pursuant to Section 6.3. If this is the case, however, we may demand that the Customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the related documents and notify the debtors (third parties) of the assignment. Furthermore, in this case we are entitled to revoke the Customer’s authorization for further resale and processing of the Goods subject to retention of title.

6.4.4 If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Customer’s request.

7 Customer’s Claims for Defects

7.1 The statutory provisions apply to the Customer’s rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below. In all cases, the Customer’s rights arising from separately issued guarantees as well as, if the Customer is a consumer, the statutory provisions on consumer goods purchases (§§ 474 et seq. BGB) remain unaffected.

7.2 The basis of our liability for defects is primarily the agreement reached regarding the quality and the intended use of the Goods. To the extent that the quality has not been agreed, the statutory regulation applies to determine whether a defect exists or not (§ 434 para. 3 BGB).

7.3 In principle, we are not liable for defects of which the customer is aware at the time the contract is concluded or is not aware due to gross negligence (Section 442 BGB). Furthermore, the customer’s claims for defects presuppose that they have complied with their statutory obligations to inspect and notify defects (Sections 377, 381 HGB). In the case of goods intended for further processing, an inspection must in any case take place immediately before processing. The customer must carefully inspect the goods for externally recognizable damage, temperature deviations, and shortages in good time before acceptance or acknowledgment of receipt. Any complaints identified must be reported immediately to the person delivering the goods, noted in full on the delivery note, waybill, electronic proof of delivery, or any other handover document and – as far as possible – countersigned or electronically confirmed by the person delivering the goods. If the person delivering the goods refuses to countersign or provide confirmation, the recipient must note this on the respective handover document and document the complaint with suitable evidence, in particular photos, temperature logs, and immediate notification to us. If a defect appears at any later point in time, we must be notified of this immediately within 24 hours at least in text form. Defects that are not recognizable during the inspection must be reported within the same period from discovery at least in text form. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the defect not reported, or not reported in a timely or proper manner, is excluded in accordance with statutory regulations.

7.4 If the delivered item is defective, we may initially choose whether to provide supplementary performance by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery). If the type of supplementary performance chosen by us is unreasonable for the customer in an individual case, they may reject it. Our right to refuse supplementary performance under the statutory requirements remains unaffected.

7.5 We are entitled to make the owed supplementary performance dependent on the customer paying the due purchase price. However, the customer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.

7.6 The customer must give us the time and opportunity required for the owed supplementary performance, in particular to hand over the rejected goods for inspection purposes. In the case of a replacement delivery, the customer must return the defective item to us upon our request in accordance with statutory regulations; however, the customer does not have a right of return.

7.7 We shall reimburse the expenses required for the purpose of inspection and supplementary performance, in particular transport, travel, labor, and material costs, in accordance with the statutory regulations and these GTC, if a defect actually exists. Otherwise, we may demand reimbursement from the customer for the costs arising from the unjustified request for defect rectification if the customer knew or could have recognized that no defect actually existed.

7.8 In urgent cases, e.g., if operational safety is endangered or to avert disproportionate damage, the customer has the right to rectify the defect themselves and demand reimbursement from us for the objectively necessary expenses. We must be notified immediately, if possible in advance, of such self-rectification. The right of self-rectification does not exist if we would be entitled to refuse a corresponding supplementary performance in accordance with statutory regulations.

7.9 If a reasonable period to be set by the customer for supplementary performance has expired unsuccessfully or is dispensable according to statutory regulations, the customer may withdraw from the respective contract or reduce the purchase price in accordance with statutory regulations. However, there is no right of withdrawal in the case of an insignificant defect.

7.10 Claims by the customer for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a sale of consumer goods (Sections 478, 474 BGB). Claims by the customer for damages or reimbursement of futile expenses (Section 284 BGB) also exist in the case of defects in the goods only in accordance with the following section. 8.

8 Other Liability and Limitation Periods

8.1 Unless otherwise stated in these GTC, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with statutory regulations.

8.2 We shall be liable for damages – regardless of the legal grounds – within the scope of fault-based liability in cases of intent and gross negligence. In the case of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g., care in own affairs; insignificant breach of duty), only

8.2.1 for damages resulting from injury to life, body, or health,

8.2.2 for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

8.3 The limitations of liability resulting from Section 8.2 also apply to third parties and in the event of breaches of duty by persons (also in their favor) for whose fault we are responsible according to statutory regulations. They do not apply if a defect was fraudulently concealed or a guarantee for the quality of the goods was assumed, nor for claims by the customer under the Product Liability Act.

8.4 Due to a breach of duty that does not consist of a defect, the customer may only withdraw or terminate if we are responsible for the breach of duty. A free right of termination for the customer (in particular pursuant to Sections 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

8.5 Deviating from Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed upon, the limitation period begins with acceptance.

8.6 The aforementioned limitation periods of sales law also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in an individual case. Claims for damages by the customer pursuant to Section 8.2 sentence 1 and Sections 8.2.1 and 8.2.2 as well as under the Product Liability Act shall become time-barred exclusively according to the statutory limitation periods.

9 Place of Performance, Jurisdiction, Applicable Law

9.1 The place of performance for the contractual obligations of both contracting parties is our registered office (Herleshausen), unless otherwise specified in these GTC or agreed otherwise in an individual case at least in text form.

9.2 If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive, also international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Herleshausen. The same applies if the customer is an entrepreneur within the meaning of Section 14 BGB. However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement, or at the customer’s general place of jurisdiction. Overriding statutory regulations, in particular regarding exclusive jurisdictions, remain unaffected.

9.3 German law applies to all claims in connection with the execution of this contractual relationship, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

As of May 15, 2026