Version: July 15, 2025

(1) The following General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services provided by Surply GmbH (hereinafter „Surply“) to its contractual partners (hereinafter „Buyer“). These GTC apply exclusively to legal transactions with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.

(2) Our offers, deliveries, and services are provided exclusively on the basis of these GTC.

(3) Any deviating, conflicting, or supplementary general terms and conditions of the Buyer are hereby expressly rejected. They shall not become part of the contract unless Surply expressly agrees to their validity in writing.

(1) Offers from Surply, particularly in emails or on the website, are subject to change and non-binding. They constitute an invitation to the Buyer to submit a purchase offer (invitatio ad offerendum).

(2) A contract is only concluded when Surply expressly confirms the Buyer’s order (purchase offer) in writing. This confirmation may also be made by email or other electronic messaging services (e.g., WhatsApp), provided that the text form is maintained.

(3) All agreements made between Surply and the Buyer for the purpose of executing a contract must be set down in writing.

(1) The subject of the contract is exclusively the sold goods with the properties and characteristics as per the product information provided by Surply. This information may include, but is not limited to, product specifications, certificates of analysis, samples, or photographs.

(2) Surply trades in surplus food raw materials, which may deviate from standard specifications (e.g., due to best-before date, „off-spec“). The quality of the goods owed by the Buyer is therefore limited exclusively to the properties defined in the product information according to para. 1. Surply assumes no guarantee or liability for any further quality, suitability, or usability of the goods.

(3) The Buyer is solely responsible for checking, on the basis of the information provided, whether the goods are suitable for their intended purpose. If the Buyer decides against requesting further information or samples, they bear the sole risk regarding such properties of the goods that were not part of the provided product information.

(4) Surply makes no stipulations or restrictions regarding the further use of the goods by the Buyer. The responsibility for compliance with food law or other legal regulations in further processing or placing on the market lies exclusively with the Buyer.

(5) Customary excess or short deliveries of the agreed quantity of up to 10% are permissible and will be accounted for accordingly in the final invoice amount.

(1) All prices quoted by Surply are net prices in Euro and are subject to the statutory value-added tax applicable on the day of delivery.

(2) Unless otherwise agreed in writing, invoices are payable in advance without deduction. In the case of a different agreement, invoices are due within the period specified on the invoice.

(3) In the event of default in payment, Surply is entitled to demand default interest at the statutory rate (currently 9 percentage points above the base interest rate). The right to claim further damages for default remains reserved.

(4) The Buyer is only entitled to set-off or withhold payments if their counterclaims are legally established, undisputed, or acknowledged by Surply in writing.

(1) Delivery dates and periods are, unless expressly marked as „binding“ in writing, non-binding approximate dates.

(2) If Surply is in default with a delivery, the Buyer must set a reasonable grace period of generally at least two weeks. Only after the unsuccessful expiry of this grace period is the Buyer entitled to withdraw from the contract.

(3) The responsibility for transport (organization and costs) and the time of the transfer of risk shall be agreed upon individually for each deal in writing. In the absence of a deviating agreement, delivery shall be „Ex Works“ (EXW Incoterms® 2020), whereby the risk passes to the Buyer upon provision of the goods for collection.

(4) If the Buyer is in default of acceptance or culpably violates other duties to cooperate, Surply is entitled to demand compensation for the resulting damage, including any additional expenses (e.g., storage costs, costs for renewed delivery attempts).

(1) The goods delivered by Surply remain the property of Surply until full payment of all claims arising from the business relationship (reserved goods).

(2) The Buyer is not entitled to resell the reserved goods before full payment has been made.

(3) Any processing or mixing of the reserved goods by the Buyer is always carried out for Surply. If the reserved goods are processed or inseparably mixed with other items not belonging to Surply, Surply acquires co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or mixed items at the time of processing or mixing.

(1) The Buyer must inspect the goods immediately upon delivery and, if a defect is found, notify Surply in writing without delay, but no later than within three (3) working days. If the Buyer fails to give notice, the goods shall be deemed to have been approved, unless the defect was not identifiable during the inspection.

(2) The warranty is excluded for defects based on the special nature of the goods as surplus or special items (see § 3) and which were known or should have been known to the Buyer based on the product information.

(3) In the case of a timely and justified notice of defect for which Surply is responsible, Surply is entitled, at its own discretion, to subsequent performance in the form of remedying the defect, delivering a defect-free item (if possible), or taking back the goods against a refund of the purchase price. As a rule, the return of the goods will be sought. A price reduction may be agreed upon in individual cases in writing.

(4) The limitation period for claims for defects is one year from the transfer of risk.

(1) Surply is liable without limitation in accordance with the statutory provisions for damages to life, body, and health resulting from a negligent or intentional breach of duty by Surply, its legal representatives, or its vicarious agents, as well as for damages covered by liability under the Product Liability Act.

(2) For other damages, Surply is only liable if they are based on an intentional or grossly negligent breach of duty or on the culpable violation of an essential contractual obligation (cardinal duty) by Surply, its legal representatives, or its vicarious agents.

(3) In the case of a slightly negligent breach of an essential contractual obligation, Surply’s liability is limited to the foreseeable damage typical for the contract. In any case, liability is limited to the amount of the respective value of the goods of the underlying transaction.

(1) If a party is prevented from fulfilling its contractual obligations due to force majeure, it shall be released from its performance obligations for the duration of the hindrance and a reasonable start-up period, without being liable to the other party for damages.

(2) Force majeure shall be deemed to be all unforeseeable events and such events whose effects on the performance of the contract are not the responsibility of either party. These include, but are not limited to, natural disasters, war, labor disputes, pandemics, official orders, and significant, non-culpable operational disruptions.

(3) Each party must immediately inform the other party in writing of the occurrence of a case of force majeure.

(4) If the force majeure event lasts for more than three (3) months, each party is entitled to withdraw from the contract.

(1) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Düsseldorf, Germany.

(2) 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).

(3) These General Terms and Conditions are provided in German and English. In case of any discrepancies or contradictions between the German and the English version, the German version shall prevail and be legally binding.

(4) Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provision, a valid provision shall be deemed to have been agreed which comes closest to the economic purpose of the invalid provision.