General Terms and Conditions
1. Scope
1.1. The business relationship between Juicetray GmbH, Mühlenhagen 158, 20539 Hamburg (hereinafter "Juicetray GmbH") and the customer (hereinafter "customer") is exclusively subject to the following general terms and conditions (hereinafter "GTC") in the version valid at the time of the order.
1.2. Conflicting or deviating terms and conditions of the customer do not bind Juicetray GmbH, even if they are not expressly rejected by Juicetray GmbH or if the customer's terms and conditions stipulate that deviating terms and conditions of the supplier shall not apply or shall only apply after written acceptance or if the delivery to the customer is carried out without reservation.

1.3. The applicability of the General Terms and Conditions is agreed with the customer when the contract is first concluded. They also apply to all future transactions of the same type, even if they are not expressly agreed again.

2. Restriction to business customers

2.1. Juicetray GmbH's offer is aimed exclusively at business customers/entrepreneurs and not at consumers. Juicetray GmbH does not accept orders from consumers.

2.2. A consumer within the meaning of these terms and conditions is any natural person who concludes a legal transaction for a purpose that cannot be attributed predominantly to their commercial or independent professional activity (Section 13 of the German Civil Code). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity (Section 14 I of the German Civil Code).

2.3. By placing an order, customers declare that they are business customers and not consumers. Juicetray GmbH reserves the right to check, both during the customer's order and before it is executed, whether the customer is not a consumer (e.g. checking address details, VAT identification number).

3. Offers, service descriptions and conclusion of contract

3.1. Offers made by Juicetray GmbH are always subject to change and non-binding. The submission of an offer by the customer does not oblige Juicetray GmbH to conclude a contract.

3.2. A contract is only concluded with the written order confirmation by Juicetray GmbH or with the delivery of the agreed services.

3.3. If the customer wishes to make a change to the agreed services during the course of the contract or if the situation communicated by the customer changes after Juicetray GmbH has submitted the offer or after the contract has been concluded, Juicetray GmbH will prepare an offer for the additional or reduced costs, unless compensation based on expenditure has been agreed or the customer expressly waives a separate offer. Until the decision on whether to accept or reject the change offer by the customer, Juicetray GmbH will pause work on the services affected by the offer, provided that the later acceptance of the
Agreed delivery times will be extended accordingly.

3.4. Juicetray GmbH is bound to submitted offers for four (4) weeks.

3.5. All information on weight, content, dimensions, color, etc. are average values. Unless specific values ​​have been agreed in writing or are mandatory in legal provisions, deviations that are customary in the industry and technically unavoidable are permitted.

3.6. Descriptions of services in catalogues and on the websites of Juicetray GmbH do not constitute a representation or guarantee.

3.7. All offers are valid "while stocks last" unless otherwise stated. Otherwise, errors remain reserved.

3.8. Juicetray GmbH may engage subcontractors to fulfill its obligations.

4. Consulting services of Juicetray GmbH:

4.1. Unless otherwise agreed in individual cases, Juicetray GmbH’s consulting activities consist of providing independent and non-directive advice to the customer as a service.

4.2. A specific result is neither owed nor guaranteed. The customer is solely responsible for deciding on the timing, type and extent of the measures recommended by Juicetray GmbH or agreed with Juicetray GmbH. This applies even if Juicetray GmbH supports the implementation of agreed plans or measures by the customer.

4.3. The specific content and scope of the work to be performed by Juicetray GmbH is based on the written order. If additional or supplementary work is required, Juicetray GmbH will inform the customer of this. In this case, the customer extends the order by requesting the additional or supplementary work or accepting/accepting it.

4.4. Juicetray GmbH assumes that the information, documents and figures provided by the customer are complete and correct as part of its work. Juicetray GmbH is not obliged to check the accuracy, completeness or correctness or to carry out its own research. This also applies if, as part of the order placed by Juicetray GmbH, plausibility checks or value assessments are to be carried out which are based solely on the information, details or documents provided by the customer and do not involve checking them. Juicetray GmbH will, however, inform the customer of any obvious errors.

4.5 The provision of legal and/or tax advisory services is excluded from the contract.

5. Participation and written form

5.1. The contracting parties work together in a spirit of trust and inform each other immediately in the event of deviations from the agreed procedure or doubts about the correctness of the other party's procedure. Cooperation and assistance provided by the customer are free of charge for Juicetray GmbH.

5.2. The customer must ensure that Juicetray GmbH is provided with all necessary documents and data in a timely manner, that all information is communicated to Juicetray GmbH and that Juicetray GmbH is informed of all processes and circumstances relating to the order. This also applies to documents, processes and circumstances that only become known during Juicetray GmbH's activities. At the customer's request, Juicetray GmbH will name a contact person to receive the documents, data and information listed in sentence 1.

5.3. All agreements made at the time of conclusion of the contract must be recorded in writing; no agreements other than those recorded are agreed. The written form is also deemed to apply to ancillary agreements, assurances and subsequent changes, including the cancellation of the contract. This also applies to the cancellation of the written form requirement.

6. Prices and shipping costs

6.1. All prices are in Euro and net, i.e. plus the applicable statutory sales tax and plus shipping costs, packaging costs and any customs duties.

6.2. Even if a fixed price agreement has been made, reasonable price changes due to changes in raw material, energy, wage and distribution costs remain reserved for deliveries that take place three (3) months or later after conclusion of the contract.

7. Delivery and availability

7.1. Delivery or performance deadlines are only binding if they are agreed in writing. They will be extended appropriately if the customer delays or fails to provide required or agreed cooperation. Changes to the products to be delivered initiated by the customer will also lead to an appropriate extension of the delivery deadline.

7.2. If advance payment has been agreed, delivery will take place at the earliest after receipt of the invoice amount. If payment is not made on time, the agreed delivery date will be postponed by the period by which payment was delayed. For the production of parts not in stock, the customer grants Juicetray GmbH a reasonable production period.

7.3. If not all of the ordered products are in stock, Juicetray GmbH is entitled to make partial deliveries, provided this is reasonable for the customer and Juicetray GmbH assumes the additional costs incurred. In addition, partial deliveries are possible at any time at the customer's request, provided the customer assumes the corresponding costs. Upon receipt of a partial order, a corresponding partial invoice amount is due.

7.4. Information on delivery times is subject to timely and proper self-supply. Operational disruptions, traffic disruptions, lockouts and other cases of force majeure in connection with Juicetray GmbH's self-supply release Juicetray GmbH from its delivery obligation for the duration of the disruption. Juicetray GmbH must notify the customer immediately when such events occur. During the duration of this disruption, the customer is also released from its contractual obligations.
in particular payment. If the delay is unreasonable for the customer, he may withdraw from the contract by written declaration after expiry of a reasonable period of time set by him in writing and with a warning of withdrawal.

7.5. If Juicetray GmbH does not meet the specified delivery date, the customer may withdraw from the contract after having given Juicetray GmbH a reasonable grace period in writing and Juicetray GmbH has not complied with this grace period.

7.6. The risk of accidental loss or accidental deterioration of the delivery passes to the customer when it is handed over to a forwarding agent or carrier, at the latest when it leaves the distribution warehouse, even if the delivery is made using the customer's own vehicle. At the customer's request, Juicetray GmbH deliveries will be insured against the usual transport risks.

8. Acceptance and withdrawal

8.1. The customer is obliged to accept products delivered on time and must create all the necessary conditions for this in a timely manner. Delivered products must be accepted by the customer, even if they have minor complaints.

8.2. Cancellation of an order, exchange of goods and return of goods are not possible, except in cases where this is required by law. Computer-aided production means that orders are recorded immediately on the day of receipt and processed in parts. If Juicetray GmbH agrees to a cancellation of the order, the costs already incurred by Juicetray GmbH up to the respective stage of production must be reimbursed.

8.3. If the customer defaults on acceptance or culpably violates other obligations to cooperate, Juicetray GmbH is entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration passes to the customer at the time at which the customer defaults on acceptance or payment.

9. Terms of payment

9.1. Juicetray GmbH’s invoices are due for payment in advance without deduction after completion of the order process and proper invoicing.

9.2. For orders from abroad, customs duties and bank transfer fees may arise, which must be borne by the customer.

9.3. Unless expressly stated otherwise, no cash discount will be granted and will be demanded by Juicetray GmbH if the discount is deducted without authorization.

9.4. If the fulfilment of Juicetray GmbH's payment claim is at risk due to objectively justified circumstances, such as (previous payment defaults or known economic difficulties of the customer), Juicetray GmbH is entitled to carry out outstanding deliveries only against advance payment and to demand guarantees or other security in sufficient amounts for all claims. If a required security is not provided, all of Juicetray GmbH's claims become due immediately. In addition,
Juicetray GmbH has a right of retention with regard to all delivery obligations not yet fulfilled until the security has been provided.

9.5. Juicetray GmbH may provide the invoice to the customer by post or electronically.

9.6. The customer is only entitled to a right of set-off if his counterclaims have been legally established or recognized by Juicetray GmbH and if they are not claims for manufacture or remedy of defects. The customer can only exercise a right of retention if the claims result from the same contractual relationship.

10. Retention of title

10.1. The delivered products (hereinafter referred to as "reserved goods") remain the property of Juicetray GmbH until full payment has been made.

10.2. The customer is obliged to treat the reserved goods with care. Any processing or transformation of the reserved goods by the customer is always carried out for Juicetray GmbH.

10.3. If the reserved goods are processed with other items that do not belong to Juicetray GmbH, Juicetray GmbH acquires co-ownership of the new item in proportion to the value of the reserved goods to the other processed items at the time of processing. The same applies to the item created through processing as to the reserved goods. The customer also assigns to Juicetray GmbH the claim to secure its claims against it that arise from the connection of the reserved goods with a property against a third party. The customer must immediately report any access by third parties to the goods owned or co-owned by Juicetray GmbH. The customer shall bear the costs for a third-party objection action or costs for an out-of-court release resulting from such interventions.

10.4. The customer is entitled to resell the reserved goods in the ordinary course of business. The customer assigns all claims arising from resale or other legal grounds relating to the reserved goods (including all balance claims from current accounts) to Juicetray GmbH as security upon conclusion of the contract. Juicetray GmbH revocably authorizes the customer to collect the claims assigned to Juicetray GmbH for its own account and in its own name. This direct debit authorization can be revoked if the customer does not properly meet its payment obligations. Juicetray GmbH undertakes to release the customer's securities at the customer's request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is the responsibility of Juicetray GmbH.

11. Warranty for material defects and guarantee

11.1. The customer is obliged to check the products for defects, even in the case of resale, and to report any obvious defects in writing immediately, at the latest within eight (8) working days after receipt of the products. Transport defects must be reported in writing within 48 hours. If the
If defects are not reported in a timely manner, the products and their delivery shall be deemed to have been approved.

11.2. The customer is obliged to immediately check any preliminary and interim results received for correction to ensure that they comply with the contract and to immediately report any complaints in writing. With their approval, the risk of any errors passes to the customer, unless these are errors that only occurred or could be detected in the production following approval. The same applies to all other approval declarations from the customer for further production or shipping.

11.3. If products are identified as prototypes in the offer, Juicetray GmbH expressly points out that, unless Juicetray GmbH has expressly assured otherwise in writing, these are only for illustration and test purposes and, due to their nature as prototypes, are not suitable for series production, near-series testing or for passing on to third parties. In these cases, the warranty for prototypes is expressly excluded.

11.4. If products are delivered according to designs or data provided by the customer, the warranty is excluded to the extent that the delivered products have been manufactured in accordance with the designs and data.

11.5. Juicetray GmbH is not liable for the products supplied being suitable for the specific purposes envisaged by the customer, unless these purposes have become part of the contract. In this respect, any warranty claims, including for reduction, are excluded.

11.6. Juicetray GmbH will adhere to the quantities specified in the order acceptance as far as possible. Deviations within the scope of what is customary in the trade are permitted, provided they do not exceed 10%.

11.7. A guarantee only exists for products supplied by Juicetray GmbH if this has been expressly given and under the conditions stated in the guarantee certificate. Customers are informed of the guarantee conditions before initiating the ordering process.

11.8. If there is a defect for which Juicetray GmbH is responsible, Juicetray GmbH is entitled, at its discretion, to remedy the defect or provide a replacement (freight paid in each case), whereby if the repair or replacement fails, the customer is entitled to reduce the purchase price or, at its discretion, to withdraw from the contract. Replaced products become the property of Juicetray GmbH.

11.9. If repairs or modifications are carried out on the delivered product by the customer or a third party without the written consent of Juicetray GmbH, any warranty shall expire unless the customer can prove that the defects in question were not caused by the modifications carried out by him or the third party.

11.10 The limitation period for warranty claims is one year.

11.11. For products produced by Juicetray GmbH based on the customer's specifications, the customer shall indemnify Juicetray GmbH, upon first request, from all claims, particularly those of third parties, as well as any legal defense costs necessary and reasonable for legal defense, particularly with regard to the usability, applicability and suitability of the products for the intended purpose.

12. Intellectual Property

12.1. Juicetray GmbH transfers to the customer the rights of use of the products required for the respective contractual purpose.

12.2. If the customer provides drawings, programs, samples or models, the customer guarantees that he has the necessary patent and copyright ancillary copyright and usage rights as well as any other necessary industrial property rights and that third-party claims do not conflict with the use, application and/or processing. Juicetray GmbH is not obliged to examine/test these in this regard.

12.3. The customer releases Juicetray GmbH from all claims and must compensate for any damage that may arise. The release also includes the necessary and reasonable legal costs.

12.4. Juicetray GmbH may use the products for its own advertising, provided this is customary and appropriate in the industry and provided this does not conflict with any confidentiality interests that the customer must declare.

13. Auxiliary items and archiving

13.1. The ownership and industrial property rights and copyrights to working documents, electronic data and records, drafts, data sets, correction models or tools that are produced by Juicetray GmbH as part of the order processing (hereinafter "auxiliary items") remain with Juicetray GmbH.

13.2. Customer data records, work documents and other items required for reuse as well as semi-finished and finished products purchased by the customer will only be kept beyond the delivery date following prior agreement and for a special fee and can otherwise be destroyed within four (4) weeks if the customer does not take them back when requested to do so. If the above-mentioned items are to be insured, this must be done by the customer.

14. Limitation of Liability

14.1. The following exclusions and limitations of liability apply to Juicetray GmbH’s liability for damages, without prejudice to other statutory requirements for claims.

14.2 Juicetray GmbH shall be liable without limitation if the cause of the damage is based on intent or gross negligence.

14.3. Juicetray GmbH is also liable for the slightly negligent breach of essential obligations, the breach of which endangers the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies. In these cases, however, Juicetray GmbH is only liable for foreseeable, contract-typical damage. Juicetray GmbH is not liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.

14.4. The above limitations of liability shall not apply in the event of injury to life, body or health, for a defect after the assumption of a guarantee for the
quality of the product and in the case of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

14.5. To the extent that the liability of Juicetray GmbH is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.

15. Data Protection

15.1. Juicetray GmbH processes the customer’s personal data for specific purposes and in accordance with statutory provisions.

15.2. The personal data provided for the purpose of the order (such as name, email address, address, payment details) will be used by Juicetray GmbH to fulfil and process the contract. This data will be treated confidentially and will not be passed on to third parties who are not involved in the ordering, delivery and payment process.

15.3. The customer has the right to receive information about the personal data stored about him by Juicetray GmbH free of charge upon request. In addition, he has the right to correct incorrect data, block or delete his personal data, provided that there is no statutory obligation to retain data.

15.4. Further information on the type, scope, location and purpose of the collection, processing and use of the required personal data by Juicetray GmbH can be found in the privacy policy.

16. Assignment

16.1. Juicetray GmbH is entitled to transfer its contractual rights, in particular payment claims, in whole or in part, to third parties, including reputable financing providers, at any time without prior notification to the customer and to disclose the contractual information required for this to the transferee and any third parties who have a legal interest in the transferee or in the transfer, if necessary for the transfer.

16.2. The customer may not transfer the rights and obligations arising from the business relationship without the consent of Juicetray GmbH.

17. Place of jurisdiction, applicable law, contract language

17.1 This contract and the entire legal relationship between the contracting parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), even if national regulations refer to international law.

17.2. The place of performance for all liabilities and the place of jurisdiction is Hamburg if the customer is a merchant, a person under public law or a special fund under public law and another place of jurisdiction is not mandatory by law. With foreign customers, international jurisdiction is agreed by German courts. Juicetray GmbH is entitled to bring an action at the customer's registered office.

17.3. The contract languages ​​are German and English; in case of doubt, the German version shall prevail.

17.4 Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The contracting parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic

purpose of the ineffective provision or closes this gap.
Status: January 2025