§ 1 Scope

1. All deliveries, services and offers of SweetPromotion GmbH are made exclusively on the basis of the following terms and conditions of business, delivery and payment. They also apply to all future offers, deliveries and services to the client (hereinafter also referred to as the ‘buyer’), even if they are not agreed separately again.

2. By placing an order, placing an order or accepting delivery, these General Terms and Conditions shall be deemed to have been accepted by the buyer (hereinafter also referred to as the ‘Client’). Any deviating terms and conditions of purchase or business of the buyer or third parties shall only be binding if they have been confirmed by us in writing. Counter-confirmations by the buyer with reference to their terms and conditions of business or purchase are hereby rejected.

3. SweetPromotion GmbH only supplies commercial enterprises and merchants within the meaning of the German Commercial Code (HGB). By placing an order, the client confirms their status as a merchant.

§ 2 Offer and conclusion of contract

1. SweetPromotion GmbH accepts no liability for errors made by the buyer when receiving enquiries and delivery orders by email, fax, telephone, etc.

2. The buyer must ensure that the confirmation email sent by us can reach their email account. SweetPromotion GmbH shall not withdraw from purchases where the buyer has not received the confirmation email.

3. The offers made by SweetPromotion GmbH are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period. Declarations of acceptance and all orders require the written confirmation of SweetPromotion GmbH to be legally valid.

4. SweetPromotion GmbH reserves the right of ownership of the clichés, moulds, print data, files and manufacturing tools. This also applies if the interested party or buyer has contributed financially to the production. There is no obligation to store the manufacturing tools. Disposal is possible at any time.

5. SweetPromotion GmbH reserves the right of ownership and copyright to all offers, cost estimates and written documents submitted by it, as well as to drawings, illustrations, drafts, brochures, catalogues, models, tools, samples, hand samples, graphic services, dummies and other documents and aids made available to the client. The buyer may not make these items available to third parties, either as such or in terms of their content, disclose them, use them himself or through third parties or reproduce them without the express consent of SweetPromotion GmbH. Upon request by SweetPromotion GmbH, he shall return these items to SweetPromotion GmbH in full and free of charge. In the event of culpable unlawful use, SweetPromotion GmbH reserves the right to claim compensation for the damage incurred.

6. If, after sampling or graphic design, the client awards the order to a competitor, they shall be obliged to pay SweetPromotion GmbH lump-sum damages amounting to 20% of the order value. The damages shall be set higher or lower if the seller proves higher damages or the buyer proves lower damages.

§ 3 Solvency, creditworthiness, duty to provide information

1. Upon conclusion of the contract, the solvency and creditworthiness of the contractual partner are assumed. If events occur at the buyer that cast doubt on their creditworthiness, or if circumstances that existed prior to conclusion of the contract only become known subsequently, SweetPromotion GmbH may, without prejudice to further legal rights, either withdraw from the contract or demand cash payments in advance or cash payments in lieu of any payment agreements.

2. The buyer is obliged to provide truthful information. If the buyer's name, address, email address or telephone number change, the buyer is obliged to notify SweetPromotion GmbH of these changes immediately. If the buyer fails to provide this information or provides false information from the outset, SweetPromotion GmbH may, insofar as a contract has been concluded, withdraw from the contract and claim damages. The withdrawal shall be declared in writing. The written form is also fulfilled by sending an email.

3. The buyer must ensure that the email account they have provided is accessible from the time of notification. They must also ensure that the receipt of email messages is not prevented by forwarding, closure or overfilling of the email account. The information shall be deemed incorrect if an email sent to the customer cannot be delivered three times in succession or if the service cannot be provided due to an incorrect address.

§ 4 Print/printed products and similar

1. If the order includes print/printing work, SweetPromotion GmbH reserves the right to have this work carried out by third parties. The client shall provide the print templates and similar items necessary for the execution of the print order without being asked to do so, at the latest upon request. Delays in production or delivery that are attributable to late submission of print templates shall be borne by the client.

2. After the client has given binding approval for printing, SweetPromotion GmbH shall release the order for production without further checking. SweetPromotion GmbH shall not be liable for any errors overlooked by the client on proof copies.

3. SweetPromotion GmbH shall not carry out its own checks of print templates unless this has been expressly agreed in writing in advance.

§ 5 Proofs, printing

1. If the buyer has not objected to the proof submitted by SweetPromotion GmbH in writing immediately, but at the latest within two working days, the proof shall be deemed approved. SweetPromotion GmbH shall execute the order in accordance with the proof.

2. SweetPromotion GmbH works with different types of printing. Due to technical reasons, registration differences cannot be avoided and shall be accepted by the buyer as a contractual service. SweetPromotion GmbH expressly reserves the right to select the type of printing to be used.

§ 6 Delivery conditions and delivery time

1. Unless otherwise stated in the order confirmation, our prices are ‘ex works’ and exclude packaging, shipping costs, costs for reproductions, drawings, clichés, printing rollers, screens and other tools required for the manufacture of food and non-food products. These will be invoiced separately.

2. Unless otherwise agreed, SweetPromotion GmbH shall determine the mode of shipment. Rush or express surcharges shall always be borne by the buyer if he requests or specifies one of these modes of shipment.

3. SweetPromotion GmbH only delivers goods up to certain temperatures. This also applies if the buyer has received an automatic confirmation email.

4. Deliveries are only made within Germany and Austria. Exceptions require a written statement and express confirmation from SweetPromotion GmbH.

5. Delivery is made in standard packaging at the discretion of SweetPromotion GmbH. Unbilled packaging will not be taken back in return for payment.

6. Deadlines and dates for deliveries and services promised by SweetPromotion GmbH are always approximate, unless a fixed deadline or date has been expressly promised or agreed. All delivery dates and deadlines communicated are understood to be ex works.

7. The right of return is excluded for all goods.

8. SweetPromotion GmbH may, without prejudice to its rights arising from default on the part of the buyer, demand from the buyer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period in which the buyer fails to fulfil its contractual obligations to SweetPromotion GmbH.

9. SweetPromotion GmbH shall not be liable for impossibility of delivery or for delays in delivery insofar as these are due to force majeure or other events that were not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in obtaining necessary official approvals, official measures or the failure of suppliers to deliver, or to deliver correctly or on time) for which SweetPromotion GmbH is not responsible. If such events make delivery or performance significantly more difficult or impossible for SweetPromotion GmbH and the hindrance is not only temporary, SweetPromotion GmbH shall be entitled to withdraw from the contract. In the event of obstacles of a temporary nature, the delivery or performance deadlines shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If, as a result of the delay, the client cannot reasonably be expected to accept the delivery or service, it may withdraw from the contract by immediately notifying SweetPromotion GmbH in writing.

10. SweetPromotion GmbH shall only be entitled to make partial deliveries if

• the partial delivery is usable for the client within the scope of the contractual purpose,

• the delivery of the remaining goods ordered is ensured, and

• the client does not incur any significant additional expenses or costs as a result, unless SweetPromotion GmbH agrees to bear these costs.

§ 7 Prices

1. The prices in the current price list shall apply in each case. They are exclusive of statutory value added tax.

2. If, after conclusion of the contract, the manufacturing or procurement costs increase due to changes in material prices, wages, changes to existing taxes or the introduction of new taxes or other levies, freight increases, etc., SweetPromotion GmbH shall be entitled to adjust the prices, if necessary on the basis of the price list valid on the day of delivery, if delivery is not to take place until more than 4 months after conclusion of the contract. Changes due to a law entitle SweetPromotion GmbH to adjust prices at any time.

3. In the event of excess or short delivery (§ 10 No. 2), SweetPromotion GmbH reserves the right to adjust the invoice amount. In the event of excess delivery, the buyer undertakes to accept the excess delivery at the price previously agreed in the order. In the event of short delivery, a corresponding correction to the final invoice shall be made in favour of the buyer based on the quantity actually delivered.

4. For a net order value of less than EUR 50.00, we charge a minimum quantity surcharge of EUR 20.00; for less than EUR 100.00, we charge a minimum quantity surcharge of EUR 10.00 net.

§ 8 Payment, offsetting, retention

1. Unless otherwise agreed, advance payment is the only accepted method of payment for the first three orders. From the fourth order onwards, for order values over £2,000, 50% payment must be made in advance and the remaining 50% must be paid within 10 days of the invoice being issued. For orders with an order value of less than £2,000, payment must be made within 10 days of the invoice being issued.

For online shop orders, payment in advance is the only method of payment for the first three orders.

2. Unauthorised deductions from the invoice amount shall be deemed to be late payments. In the event of late payment, interest shall be charged at the standard bank rate.

3. SweetPromotion GmbH is entitled to refuse to accept bills of exchange as a means of payment without giving reasons.

4. The client has no right of set-off or retention unless the counterclaim is undisputed or has been legally established. Offsetting against claims for compensation for defects is permitted.

5. Any additional bank charges incurred shall be borne by the buyer.

§ 9 Invoices

1. Invoices shall be sent to the client as PDF files by email. The client agrees to this when placing the order.

§ 10 Retention of title

1. The goods remain the property of SweetPromotion GmbH until all your claims have been paid, regardless of the legal basis. In the case of current accounts, the retained title serves as security for the seller's balance claim. If separation is made on the basis of the retention of title, the buyer shall bear the costs and consequential costs incurred as a result.

2. The items subject to SweetPromotion GmbH's retention of title must be carefully stored by the buyer and, in particular, stored securely and adequately insured against the usual risks. The buyer must immediately notify the seller in writing of any access by third parties to the items and goods subject to retention of title, in particular access by way of enforcement.

3. In the event of failure to notify or delayed notification, the buyer shall be liable for compensation for any loss or impairment of the seller's property.

4. If the goods subject to retention of title are processed by the buyer, it is agreed that the processing shall be carried out in the name and on behalf of SweetPromotion GmbH as the manufacturer and that SweetPromotion GmbH shall immediately acquire ownership or – if the processing is carried out from materials belonging to several owners or if the value of the processed item exceeds the value of the goods subject to retention of title – SweetPromotion GmbH shall acquire co-ownership (fractional ownership) of the newly created item in proportion to the value of the reserved goods to the value of the newly created item. In the event that SweetPromotion GmbH does not acquire such ownership, the buyer hereby transfers its future ownership or – in the above-mentioned relationship – to SweetPromotion GmbH as security. If the reserved goods are combined with other items to form a single item or are inseparably mixed and one of the other items is to be regarded as the main item, SweetPromotion GmbH shall transfer to the buyer, in proportion to the main item, the co-ownership of the single item in the ratio specified in sentence 1.

5. In the event of resale of the goods subject to retention of title, the buyer hereby assigns to SweetPromotion GmbH by way of security the claim against the purchaser arising from the resale – in the event of co-ownership of the goods subject to retention of title by the seller, in proportion to the co-ownership share. The same shall apply to other claims that replace the goods subject to retention of title or otherwise arise in respect of the goods subject to retention of title, such as insurance claims or claims arising from tort in the event of loss or destruction. SweetPromotion GmbH revocably authorises the buyer to collect the claims assigned to it in its own name.

§ 11 Manufacturing deviations

1. Drawings, illustrations, proofs, colours, films, dimensions, production and craft tools, master stamps, etc. for custom-made products of all kinds, weights or other performance data are only binding if this is expressly agreed in writing.

2. The following deviations are necessary for technical reasons:

• Excess or short deliveries of up to +/- 10%

• Slight cracks in chocolate that are typical for the product

• Passing differences and colour deviations

• Slight scratches and unevenness

• Deviating colour reproduction

• Visible plate marks

• Deviating print centring

• colour transfer in seal seams with full-surface printing

and do not entitle the buyer to subsequent performance or withdrawal from the contract.

§ 12 Transfer of risk

1. Delivery is at the risk of the client. Any transport damage can only be claimed from the company entrusted with the delivery (e.g. post office, railway, forwarding agent, etc.).

2. The risk shall pass to the buyer as soon as the shipment has been handed over to the company entrusted with transport or leaves the warehouse or factory premises for the purpose of shipment. This shall also apply in the event of partial deliveries.

3. Claims for damages incurred by the buyer due to delayed delivery by the transport company cannot be asserted against SweetPromotion GmbH.

§ 13 Warranty

1. Our goods are perishable. Only fresh goods are delivered. The shelf life of individual goods must be requested from us by the customer or can be found in our online catalogue. The shelf life specified by us only applies if the goods are stored properly.

2. For defects that are attributable to the perishable nature of the goods, warranty claims shall expire in accordance with the shelf life of the products. For all other defects, warranty claims expire after one year, unless we are guilty of intent or gross negligence. A limitation of the warranty period does not apply if we are entitled to recourse against our suppliers.

3. The delivered items must be carefully inspected immediately after delivery to the client or to a third party designated by the client. They shall be deemed approved if SweetPromotion GmbH does not receive a written notice of defects regarding obvious defects or other defects that were recognisable during an immediate, careful inspection within two working days of delivery of the delivery item or otherwise within two working days of discovery of the defect or at any earlier point in time at which the defect was apparent to the client during normal use of the delivery item without closer inspection. The written notice of defects must be accompanied by a statement of facts by the carrier or post office, stating the code number stamped on the packaging and the expiry date. At the request of SweetPromotion GmbH, the delivery item complained about must be returned carriage paid. In the event of a justified complaint, SweetPromotion GmbH shall reimburse the costs of the cheapest shipping method; This shall not apply if the costs increase because the delivery item is at a location other than the place of intended use.

4. In the event of material defects in the delivered items, SweetPromotion GmbH shall first be obliged and entitled to repair or replace the items at its discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay in repair or replacement, the client may withdraw from the contract or reduce the purchase price appropriately.

5. The warranty shall lapse if the client modifies the delivery item without the consent of SweetPromotion GmbH or has it modified by third parties and this makes it impossible or unreasonably difficult to remedy the defects. In any case, the client shall bear the additional costs of remedying the defects resulting from the modification.

6. The warranty does not cover improper storage, handling, preparation and use by the buyer.

§ 14 Liability for damages

1. SweetPromotion GmbH's liability for damages, regardless of the legal basis, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this § 13, insofar as fault is relevant. The limitation shall also apply if the buyer demands compensation for useless expenses instead of a claim for compensation for damages in lieu of performance.

2. SweetPromotion GmbH shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless this constitutes a breach of essential contractual obligations. Essential obligations are the obligation to deliver and install the delivery item free of material defects in a timely manner, as well as advisory, protective and custodial obligations which are intended to enable the customer to use the delivery item in accordance with the contract or which are intended to protect the life or limb of the customer's personnel or to protect the customer's property from significant damage.

3. Insofar as SweetPromotion GmbH is liable for damages on the merits pursuant to § 13 (2), this liability shall be limited to damages which SweetPromotion GmbH foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which it should have foreseen if it had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation if such damage is typically to be expected when the delivery item is used for its intended purpose.

4. In the event of liability for simple negligence, SweetPromotion GmbH's liability for property damage and any resulting further financial losses shall be limited to an amount of EUR 1,000,000.00 per claim, even if this involves a breach of essential contractual obligations.

5. The above exclusions and limitations of liability shall apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of SweetPromotion GmbH.

6. Insofar as SweetPromotion GmbH provides technical information or advice and this information or advice does not form part of the contractually agreed scope of services owed by it, this shall be provided free of charge and to the exclusion of any liability.

7. The restrictions of this § 13 do not apply to the liability of SweetPromotion GmbH for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

§ 15 Copyright and competition law provisions

1. SweetPromotion GmbH may refer to itself in an appropriate manner on the products it delivers.

2. SweetPromotion GmbH reserves the right to use delivered goods, in particular promotional items, illustrations, special and custom-made products, etc. from orders placed for its own advertising purposes.

3. The use or disclosure of images, logos, representations of products, designs, etc. by contractors or other contractual partners is expressly prohibited without the express permission of SweetPromotion GmbH. In the event of culpable violations of this prohibition, a contractual penalty of €2,000 shall be payable immediately.

4. The client assures that the print data and templates provided by them are free of third-party rights and are their property. The client shall assume any claims for damages against SweetPromotion Ltd. arising from this violation.

5. The client assures that they are the owner of all rights of use to the print data and templates provided by them and that they are free to dispose of these in terms of time, location and content to the extent necessary for the execution of the order.

§ 16 Disclaimer for external links

The websites used by SweetPromotion GmbH contain links to third-party websites (‘external links’). These websites are subject to the liability of their respective operators. When the external links were first created, the provider checked the external content for any legal violations. At that time, no legal violations were apparent. The provider has no influence whatsoever on the current and future design and content of the linked pages. The inclusion of external links does not mean that the provider adopts the content behind the reference or link as its own. Constant monitoring of these external links is not reasonable for the provider without concrete evidence of legal violations. However, upon becoming aware of any legal violations, such external links will be deleted immediately.

§ 17 Applicable law, place of jurisdiction, partial invalidity, data storage

1. The law of the Federal Republic of Germany applies to these terms and conditions and to all legal relationships between the buyers and SweetPromotion GmbH.

2. The validity of EU/UN sales law is excluded.

3. If the client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the business relationship between SweetPromotion GmbH and the client shall be Hamburg or the client's place of business, at SweetPromotion GmbH's discretion. In such cases, however, Hamburg shall be the exclusive place of jurisdiction for legal action against SweetPromotion GmbH. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

4. Should any provision of these terms and conditions or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Hamburg, den 01.02.2016