Article 1 – General Provisions

Unless it is or will be otherwise agreed-upon the following Terms and Conditions of Sale and Delivery shall exclusively apply. Any and all terms or conditions which are contrary thereto or any other of any one Buyer's provisions which differ from Schuco's Terms and Conditions of Sale and Delivery will not be accepted by Schuco unless Schuco will have agreed to their applicability and acceptance separately and in writing. Moreover any orders which will be placed by the Buyer either orally or in writing and/or the acceptance of any of Schuco's deliveries shall be deemed to be and constitute acceptance of Schuco's Terms and Conditions of Sale and Delivery.

Article 2 – Offers

Schuco's offers are at all times submitted subject to change without notice. Any and all orders passed to Schuco shall be deemed to have been accepted by Schuco, if and when Schuco either confirms the same in writing or executes the same.

Article 3 – Prices and Payments

All prices are to be understood as being net prices to which any and all applicable taxes, levies or charges will have to be added. Unless it is or will be otherwise agreed upon, such prices shall be valid and apply for delivery of the goods ex works, payment to be made net cash after receipt of the goods. Costs which will accrue for the Buyer in view of eventual materials disposal requirements were already taken into account as the sales price was determined and fixed. In the case of minimal orders amounting to less than 100.00 Euros Schuco shall be entitled to charge a handling fee in the amount of 10.00 Euros.

Schuco is and shall be entitled to, within a term of four months after an invoice will have been written, additionally charge and invoice any and all additionally accrued increases of customs duties, taxes or other statutory charges and levies which do not come under Schuco's responsibility, but which are usually part of the company´s pricing, provided that it is for a commercial business transaction.

Checks and bank debit entries shall not be deemed to constitute payment unless and until they will have been honoured and will have been credited to Schuco's bank account. Discount charges and other costs and expenses shall be borne by the buyer.

The Buyer shall not be entitled to any set-offs, unless and to the extent only where the Buyer's counterclaims will have been determined by way of a nonappealable Court ruling or are uncontested. The Buyer shall not be permitted to exercise any right or rights of retention derived from any preceding or other business transactions which are or were part of the parties' current business relations.

The Buyer will be in default of payment at the latest by the time which is stipulated as a deadline under statutory provisions.

Whenever the time period granted for payment will not be respected and complied with, Schuco shall be entitled to make further deliveries of goods against either payment in cash or advance payments only. If and in the event where any circumstances were to arise which are adapted to affect or diminish the Buyer's creditworthiness, Schuco may either rescind the delivery contract or assert an extraordinary right to terminate the contract for exceptional reasons, unless the Buyer will provide security within a time period or term which will be determined by Schuco.

Article 4 – Force Majeure

In cases of force majeure or acts of God or other disturbances which are impairing Schuco's ability to deliver without Schuco being responsible for the same – which are considered to be circumstances and events or incidents which cannot be prevented by the due care and diligence which is incumbent upon any prudent business management – Schuco shall be released from its obligation to deliver without this giving rise to a liability for damages or compensation. The following shall, amongst other things, be deemed to constitute events of force majeure: transport impediments, delay or defectiveness or inadequacy of the supply of raw materials, administrative or governmental measures, all forms of labour disputes or industrial conflicts. The Buyer may revoke and cancel its order, if Schuco will be unable to deliver or perform within an appropriate additional period of time or grace granted to it by the Buyer.

Article 5 – Deliveries

Time periods and deadlines granted for deliveries shall not begin to run unless and until all of the information and documentation required for the processing and handling of any one order will have been fully received.

Regardless of all the efforts which Schuco will make in order to respect and comply with given delivery dates and deadlines, its promises to deliver by a certain date shall be non-binding unless they will have been defined as "binding" or "fixed". In case of force majeure or of other disturbances of or impediments to Schuco's abilities to deliver, for which Schuco will not be responsible, the time period allowed for delivery shall be extended by that particular length of time during which such disturbance or impediment will persist. The Buyer shall immediately be notified of both the onset and the probable time period during which such disturbance or impediment will be continuing. Either one of the parties may rescind or cancel any one individual order without this giving rise to any right of indemnification, if and when a delivery will be delayed for more than one month.

Unless it will have been otherwise agreed upon the type or mode of packing, the type of transport and the forwarding and shipping route shall be chosen by Schuco at Schuco's discretion. Variations in quantities which are customary in this type of business and trade shall be permitted. Schuco reserves the right to increase or to reduce orders so that they will conform to original packing unit sizes. Invoices will at all times be set up and written on the basis of the quantity or quantities which were actually delivered.

Regardless of what the underlying reason for returns may be, no such returns shall be made unless and until Schuco will have given its written consent thereto.

All risks shall pass to the Buyer once the merchandise will have left the loading ramp, regardless of whether the delivery will be made by Schuco's own vehicles or by vehicles travelling and transporting the goods upon instructions and by order of Schuco, or whether the goods will be collected by the Buyer or by any vehicles which will transport the goods for and on behalf of the Buyer.

Article 6 – Default in taking delivery

In the event where the Buyer will be in default in taking delivery of the goods, Schuco may rescind the contract after a grace period of an additional 14 days at the most will have been granted and Schuco may then assert claims for damages. Schuco shall be entitled to charge a lump sum of 5 % of the loss of net sales in terms of claims for damages without having to provide supporting evidence. Further or additional claims for damages shall remain unaffected thereby. In cases of belated acceptance of the goods ordered and if the current market price will have meanwhile gone up, Schuco shall be entitled to invoice such higher current market price to the Buyer.

Article 7 – Warranty

The Buyer shall inspect and examine the goods delivered to the Buyer immediately and in reasonable depth, detail or extent after the Buyer will have received the same. In the event where any defects or deficiencies are to be noted the Buyer shall notify Schuco in writing of its complaints within a time period of 5 work days after receipt of the goods, or as soon as the Buyer will have become aware of the outcome of analyses which the Buyer shall have to order to be done forthwith.

Schuco's goods shall be deemed to be free from any material defects if and when such goods comply with the agreed-upon specification at the time of the passing of the risks. If Schuco and the Buyer did not make any specific agreements concerning any particular specification for the goods, the goods shall be deemed to be free from material defects or deficiencies if such goods are and will, at the time of the passing of risks, be of a nature and quality which is customary for goods of the same type and which the Buyer can expect in view of the specific type of goods or merchandise concerned. Schuco´s sample material shall not be deemed to stand for or constitute any guarantee, but is to represent nothing but the general nature or quality of a species or variety of goods for the reason that products of the land will always tend to be marked by certain variations in quality and flavour. Schuco shall not be obliged to perform in any way other than the delivery of goods which are not affected by any defects or deficiencies.

All that the Buyer may demand in terms of remedy or replacement is and shall be the delivery of non-defective or non-deficient goods. If a delivery of goods in replacement of defective or deficient goods will turn out to be either impossible or a failure, or if a replacement delivery is or will be refused mala fide or if is unduly delayed by Schuco's fault, the Buyer is and shall be entitled to, at its option, either lower the purchase price or rescind the contract.

If any of the goods delivered by Schuco were to be affected by any material defect of deficiency, then this shall not be considered to be a nonobservance of a contractual obligation for which Schuco shall be responsible, if and as long as Schuco shall have properly produced or traded such goods in line with Schuco's quality management provisions according to the DIN EN ISO 9001:2000 standards or if the material defect or deficiency is or will be due to any one failure occurring within either one or several phases of the production process and if such failure could not be avoided or prevented by the due care and diligence which is incumbent upon a prudent business management.

Unless any one damage was caused by Schuco either wilfully or by gross negligence, Schuco shall be liable for damage to the extent only and within the limits of and in line with the coverage provided by the business liability and product liability insurances which Schuco has taken out for an appropriate insured amount.

The statutory period of limitation shall be applicable and governing for Schuco's warranty.

In so far as any of Schuco's personnel will assist in unloading and where they will be engaged in any activity or work in the Buyer's plant or facility areas they will be acting at said Buyer's risk and peril. The same shall also apply if the company to which delivery is to be made will provide Schuco's staff member with machinery, equipment or vehicles which are to be used for such unloading purposes.

Article 8 – Retention of Title

Schuco will retain the ownership title in and to the goods delivered by it up to such time where all of Schuco's claims resulting from the business relationship with the Buyer will have been fully satisfied. The transfer of individual receivables or claims to a current account as well as the balancing and the recognition thereof shall not affect nor detract from this right of retention of title. Any and all such goods which are subject to such retention of title or property lien can only be used, sold, pledged or disposed of by transfer of the ownership title within the limits of the Buyer's regular and due course of business. Any and all claims arising therefrom in relation to any third party or parties shall be transferred, ceded and assigned to Schuco in order to thus furnish security. If and when the goods concerned will be resold for payment in cash, Schuco shall directly be entitled to the proceeds so obtained and the proceeds of such sale shall directly and forthwith be handed over and surrendered to Schuco. Any and all attachments which will be made by any third party or parties with respect to any such merchandise or goods which are subject to Schuco's retention of title and ownership shall immediately be reported to Schuco.

This retention of title shall also include and cover any and all products which are or will be created by the processing, mixing or incorporation of Schuco's products with third party products, covering the full value of the Schuco products. In cases where Schuco's products are or will be processed, mixed with or incorporated in third parties' products and such third parties' ownership title is prevailing, Schuco shall acquire a co-ownership title in and to the newly created products at the ratio of the invoice values of such processed Schuco products. If the Buyer will have produced a new movable product by the processing of Schuco's goods with other substances, and if Schuco will thus have lost the ownership title thereto Schuco shall be ceded and assigned claims which have been created on account of disposals such as use, sale or pledge of such new product at the ratio of the invoice value which the Schuco products have in relation to the other processed goods, the maximum to be the amount of the sales price of Schuco's goods.

Any and all pleas, defences and objections against the right of restitution to which Schuco is or will be entitled or the claims which were transferred, ceded and assigned to Schuco hereunder shall be barred and precluded. Schuco shall be entitled to either itself or by any authorized agent or agents have access to and enter the Buyer's warehouses in order to find out and determine any such goods which are subject to Schuco's retention of title.

Schuco agrees and obliges itself to, at Schuco's option, in so far release existing collateral, as the value thereof will by 20 % exceed those claims or receivables which are so to be secured.

Article 9 – Severability Clause

If any of the provisions of the Agreement concluded between Schuco and the Buyer were to be or become invalid or contestable, the other provisions hereof shall not be affected thereby. If and in so far as any of the provisions of the General Terms and Conditions of Sale and Delivery is or will be invalid or contestable, the other remaining provisions hereof shall be understood and construed in line with the economic objectives which were hat in mind and which were pursued with the invalid or contestable provision.

Article 10 – Place of Venue and Jurisdication

The place of performance for any and all payments shall be Nuernberg. If the Buyer is a merchant or a company doing business under German commercial law, then the place of venue and jurisdiction shall be either Nuernberg or, at Schuco's option, the Buyer´s general place of jurisdiction and venue. Nuernberg shall be the sole and exclusive place of jurisdiction and venue for any and all claims which will have to be asserted against any one buyer who or which will, following the conclusion of contract, transfer his/her or its place of residence or company headquarters or its usual residence or domicile out of the territory where the German Code of Civil Procedure is valid and applicable, or the place of business or domicile or usual place of residence of which or of whom is or will be unknown at the time when Schuco's claims against such buyer will have to be asserted by way of legal action. The only laws which shall be applicable and governing shall be the laws of the Federal Republic of Germany. In case of doubt the German version of these Terms and Conditions shall be valid and governing.

Schulze & Co. KG "Schuco-Gewürze", Nürnberg
Effective date: 01 May 2013

Article 1 – General Provisions – Scope of Validity

1. Schuco's Purchasing Terms and Conditions shall exclusively apply; any and all terms or conditions which are contrary thereto or any other terms or conditions of any one Supplier which differ from Schuco's Purchasing Terms and Conditions will not be accepted by Schuco, unless Schuco will have specifically and expressly agreed to their applicability and acceptance separately and in writing. Schuco's Purchasing Terms and Conditions shall also apply in those cases where Schuco will have accepted any of the Supplier's deliveries without any reservations with Schuco being aware of the fact that the Supplier's terms and conditions diverge from Schuco's Purchasing Terms and Conditions. The Supplier recognizes and accepts the validity and applicability of Schuco's Purchasing Terms and Conditions as and when the Supplier is or will be executing Schuco's order(s).
2. Any and all agreements or covenants which are or will be made with Schuco with a view to executing any one business transaction shall be reduced to and shall be recorded in writing.
3. Schuco's Purchasing Terms and Conditions shall equally be valid and applicable for any and all future business transactions which will henceforth be concluded with the Supplier.

Article 2 – Offer – Documents or Material To Be Submitted With Offer

1. Any and all offers which any one Supplier will submit to Schuco in reply to Schuco's enquiries or invitations of offers must be in full and complete compliance with the requirements which are outlined and specified in Schuco's enquiry. If any of the elements of the offer will be differing or diverging from Schuco's enquiriy, the Supplier shall make this obvious by clearly marking the same as such.
2. The Supplier may only offer products and services which are such that they are in full compliance with all relevant statutory and legal provisions and regulations and that they will also meet all requirements which Schuco might additionally specify.
3. If any sample material is sent along with any one offer, then such sample material will be used for purposes of sensory examination only. All further examination, testing and/or analyses by Schuco will be done with goods only which will have been delivered to Schuco upon Schuco's order. As the Supplier is sending its sample material the Supplier thereby agrees and obliges itself to deliver goods which have exactly the same sensory qualities as such sample material.
4. The Supplier shall be bound by its offer for a minimum of 7 days, unless the Supplier will limit the validity of its offer in writing in its offer. All prices shall be quoted in EURO.

Article 3 – Placing of Orders – Acceptance of Orders

1. Only Schuco's written orders shall be binding. The Supplier shall be obliged to immediately reject Schuco's written order(s) if the Supplier is not willing to accept the same.
2. As far as illustrations, drawing, recipes, blending formulas, specifications and other documentation and data are concerned, Schuco strictly reserves its right to and will retain its pertinent ownership and copyright titles; such illustrations, drawings, recipes, blending formulas, specifications and other documentation and data shall not and must not be made accessible or available for any third party or parties without Schuco's written consent. They are solely and exclusively to be used for the production of Schuco's order(s); once such order(s) will have been handled and carried out, such illustrations, drawings, recipes, blending formulas, specifications and other documentation and data shall be returned to Schuco without any further request from Schuco. These illustrations, drawings, recipes, blending formulas, specifications and other documentation and data shall be kept in strict confidence in relation to any and all third party or parties. This obligation to maintain such secrecy shall also continue to apply once this contractual relationship will have been completely transacted and brought to an end; the obligation shall lapse and become void, if and in so far as the production expertise which is contained in such illustrations, drawings, recipes, blending formulas, specifications and other documentation and data which were made available for the Supplier, will have come into the public domain and will have become known to the general public.

Article 4 – Prices – Terms of payment – Passing of Risks

1. The price which is shown in the order shall be binding. Packing will be included in the price. The Supplier shall be obliged to either take the transport packing back or pay for its disposal, unless the Supplier has joined a return or recycling system for the transport packing delivered by it.
2. Unless it is or will be otherwise agreed upon in writing, customs duty, if any, shall be and is included in the price. Any and all claims for additional payments based on increases of customs duties or on a different customs duty classification of any one product concerned shall be barred and precluded.
3. Schuco will only be able to handle and process invoices if the same will contain exactly those data which Schuco specified in its order, such data fully complying with the requirements indicated in Schuco's order. If this obligation will not be met and complied with the Supplier shall be responsible and liable for any and all consequences ensuing therefrom, unless the Supplier will provide that such consequences are not due to the Supplier's fault.
4. Schuco shall be entitled to set-off and retention rights in so far and to the extent as the same are stipulated and defined by law. If the Supplier will have any claims that it wishes to set off against Schuco's claims, the Supplier shall only be allowed to do so by way of a set-off against uncontested or legally enforceable claims.

Article 5 – Delivery Period

1. The date or period scheduled for delivery as it is specified in Schuco's order shall be binding.
2. The Supplier is and shall be obliged to notify Schuco immediately and in writing, if any circumstances arise or if the Supplier will become aware of any circumstances in view of which it will become apparent that the stipulated date or period of delivery cannot be respected and complied with.
3. In case of delayed delivery or default in delivery Schuco shall be entitled to assert the statutory claims, and more particularly Schuco shall be entitled to assert claims for damages rather than insisting of performance and delivery once a reasonable additionally granted grace period will have expired in vain and without any effect. In the event where Schuco decides to assert claims for damages, the Supplier shall be entitled to

Article 6 – Agreements on Quality Standards / Guarantees – Warranties

1. In executing Schuco's order(s) the Supplier shall be obliged to strictly comply with and adhere to Schuco's currently applicable raw materials specifications. The Supplier shall be entitled to have the most recent version of the same communicated to it.
2. The products delivered by the Supplier shall in all respects be in strict compliance with both German and European statutory and legal provisions and regulations concerning foodstuffs as well as with Schuco's specifications. The Supplier shall guarantee the marketability of the products supplied and delivered by it.
3. The Supplier warrants that none of the products delivered by it to Schuco are either irradiated or contain any genetically modified organisms which must mandatorily be identified on the label showing the list of ingredients under the provisions of EC Regulations Nos. VO 1829/2003 and 1830/2003. The Supplier shall be obliged to immediately notify Schuco, if there is any risk that any one product or products supplied by it might be affected by traces of allergens.
4. Whenever organically grown products are and will be supplied and delivered by it, the Supplier shall guarantee that such product or products originate from controlled organic farming and the Supplier shall make any and all documentation available for Schuco, which is and will be suited to serve as appropriate evidence therefor.
5. Consignments shall be delivered in safe packaging which is suited for and compatible with foodstuffs and on hygienically unobjectionable and clean Euro-type or H1 pallets which must be in perfect condition, it being understood that the latter provision shall only be applicable if the volume or size of the consignment concerned necessitates its delivery on pallets.
6. All products shall be shipped and delivered by means of transport vehicles, containers, ship or aircraft vessels having a clean cargo space which is proper and well suited for and compatible with the transport of foodstuffs. In this context it shall be ensured that the product will, while being transported in transit, not be exposed to any hazards or risks which might in any way affect the products or have any negative effects on the same.
7. In order to ensure appropriate quality assurance standards the Supplier shall implement in-process and final end-of-process inspections and checks at the Supplier's facility based on Supplier's final in-house quality control measures and instructions given by Schuco. The results of such inspections and checks shall be documented in covering minutes in which such inspections and checks will be duly recorded. Schuco shall at any time during usual business hours be entitled to, for purposes of verification, have access to and inspect the Supplier's facilities either itself or by its authorized representative(s) who will be authorized by Schuco in writing to do so.
8. The Supplier warrants that its hygienic measures and conditions, its quality control measures and the packing material(s) used by it are in line and comply with the respectively applicable current state of technology.

Article 7 – Detection of Defects or Deficiencies – Liability for Defects or Difficiencies

1. Schuco shall be obliged to, at the time of receipt of the product or products delivered to it, inspect and check nothing but the quantity and the identity of the product or products delivered to ensure conformity with its order data, delivery note and packing list and also with a view to finding out whether there is any externally apparent damage to be seen or noted. Any and all further or in-depth inspections, tests and analyses concerning possible quality differences or deviations, especially if the same require laboratory tests and analyses, shall be done by Schuco within a reasonable period of time. Any complaint pertaining thereto shall be deemed to have been made in due time, if it will be received by the Supplier within a time period of 5 work days counted either from the date of receipt of the product of products or from the date of detection of any such defect or dificiency, if the defects or deficiencies are latent defects or deficiencies.
2. Schuco shall be entitled to assert statutory claims for defects of deficiencies without any reduction(s) and in full; Schuco shall in each and every case be entitled to, at Schuco's option, ask the Supplier to either provide for remedy of any such defect of deficiency or to deliver a new product, object or article. Schuco expressly reserves its right to assert claims for damages and more particularly its right to claim damages rather than insisting on contractual performance and delivery.
3. In case of imminent danger or in case of special urgency Schuco shall be entitled to itself provide remedy for any such defects of deficiencies at the Supplier's expense.
4. The assertion of any and all claims which are asserted on account of any defects of deficiencies shall be subject to the statute of limitations and shall be statute-barred after 24 months counted from the date of delivery of the goods concerned. The limitation period will at the earliest begin to run two months after the date where Schuco itself will have met other entrepreneurs' or consumers' recourse claims which were asserted on account of any such defects of deficiencies, at the latest, however, five years after the date at which the Supplier delivered such goods to Schuco.
5. If and when any defects or deficiencies of whatever type or nature will be detected, Schuco shall – if it will not immediately have rejected the goods concerned – be entitled to, at the Supplier's expense and after an 8 day time period will have elapsed, store or warehouse such goods with some forwarding company, if it were to run short of storage capacity. In any case of delivery of defective or deficient goods the Supplier shall pay for any and all costs which will be occasioned for and by laboratory tests or analyses that are to be done.

Article 8 – Product Liability – Indemnification – Third Party Liability – Insurance Coverage

1. The Supplier shall immediately notify Schuco, if and when the Supplier will have reason to assume that any one food product, material or article that has been marketed by the Supplier does not comply with any of the provisions and regulations which serve to safeguard general health protection requirements and it shall, if necessary, take all the measures which will be required for intiating appropriate recall measures. The Supplier shall be obliged to immediately provide and make all the required information and data available for Schuco.
2. If and in so far as the Supplier will be responsible and liable for any one product damage or product-induced damage the Supplier shall in so far be obliged to, upon Schuco's first request, keep Schuco indemnified and hold Schuco harmless from any and all third party claims for damages, as the cause for such product damage or product-induced damage will have originated wihtin the Supplier's domain of control and organizational set-up and in so far as the Supplier will itself be liable in relation to any third parties.
3. It is and will be in line with and within the limits of its liability for any damage within the meaning of the foregoing paragraph (2) that the Supplier shall also be obliged to reimburse any and all expenditures which are provided for under Sections 683, 670 of the German Civil Code and in accordance with Sections 830, 840, 426 of the German Civil Code, which will have to be incurred by Schuco as a result of or in connection with any one recall action which will be initiated and done by Schuco. Schuco will – in so far as it will be possible and reasonably feasible – inform the Supplier of the contents and of the extent of any such recall measures which are to be taken, and Schuco shall give the Supplier a chance to submit its pertinent comments. Any and all other statutory claims shall remain unaffected therby.
4. The Supplier agrees and obliges itself to take out and maintain a product liability insurance providing for an insured amount of 10 million Euros for each and every personal injury/damage to property – on a lump sum basis; in the event where Schuco were to be entitled to any further or additional claims for damages, such right to assert its additional claims shall remain unaffected thereby.

Article 9 – Protective Rights and Titles

1. The Supplier shall warrant and guarantee that no third parties' rights or titles existing within the Federal Republic of Germany will be ifringed upon in connection with its delivery of goods made to Schuco.
2. In the event where any claims were to be asserted against Schuco by any third party or parties on any such grounds, the Supplier shall be obliged to, upon Schuco's first written request, indemnify and hold Schuco harmless from any and all such assertions of claims; Schuco shall not be entitled to enter into any agreements of whatever type or nature, more particularly to make any arrangements by way of compromise with any such third party or parties without the Supplier's consent.
3. The Supplier's obligation to indemnify and hold Schuco harmless from any and all such claims shall pertain to and cover any and all expenditures which Schuco will necessarily have to incur as a result of or in connection with any claims which might be asserted against Schuco by any third party or parties.
4. The period of limitation shall be ten years, counted from the date of conclusion of the purchase contract for the respective goods on.

Article 10 – Retaining Lien

Schuco recognizes and accepts nothing but a simple non-extended retaining lien up to the time where the invoice covering the repective merchandise will have been paid.

Article 11 – Place of Jurisdication and Venue – Place of Performance

1. In so far as the Supplier is a businessman or company doing business under German commercial law, the place of jurisdication and venue shall be either Nuernberg or else, at Schuco's option, the Supplier's general place of jurisdication and venue. Nuernberg shall be the sole and exclusive place of jurisdication and venue for any and all claims which will have to be asserted against any one supplier who or which will, following the conclusion of contract, transfer his/her or its place of residence or company headquaters or his/her or its usual residence or domicile out of the territory where the German Code of Civil Procedure is valid and applicable, or the place of business or domicile or usual place of residence of which or whom is or will be unknown at the time when Schuco's claims against such supplier will have to be asserted by way of legal action.
   
   The laws of the Federal Republic of Germany shall be applicable and governing, with the United Nations Convention on the International Sale of Goods – (CISG) of 11 April 1980 being barred and precluded.
2. Unless Schuco's order will otherwise provide, Schuco's principal place of business shall be the place of performance.

Schulze & Co. KG "Schuco-Gewürze", Nürnberg
Effective date: 28 August 2014