§1 Scope of application

(1) The following General Terms and Conditions ("GTC") also apply to the contract of use for suppliers via the Chefslist app.

(2) The legal relationship between Chefslist and the Supplier is governed exclusively by these GTC. General terms and conditions of the Supplier, other terms or conditions in order acceptances or confirmations are not valid unless they have been signed by Chefslist and returned to the Supplier.

(3) Chefslist merely acts as a technical intermediary by providing the technical functions of the app. The provision of the internet access required to use the app is not part of Chefslist's service.

(4) Any contracts for the ordering of goods are concluded exclusively between catering establishments and the Supplier. Chefslist is not a party to these contracts.

(5) In addition to these GTC, the current Chefslist Terms of Use apply, which are attached to these GTC in the version valid at the time of the conclusion of the contract as Appendix 1 and are also available at www.chefslist.de/Nutzungsbedingungen. In the event of a conflict, the provisions of these GTC shall take precedence over the provisions of the Terms of Use.

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§2 General requirements for using the app

(1) An internet-enabled device and an active internet connection are required to use the app. The service can be used via an app or via the web browser.

(2) Registration and login are required to use the services offered via the app.

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§3 Availability, maintenance

(1) Chefslist endeavors to ensure maximum availability of the app within its sphere of influence, but does not guarantee any specific availability. The availability of the app may be limited or not available at all, particularly during maintenance and repair work.

(2) Chefslist will carry out regular maintenance and repair work at a time when the least restrictions for users can be expected.

(3) If maintenance or repair work is necessary, Chefslist will give the suppliers 24 hours' notice of the maintenance and repair work. The announcement can be made via a so-called "push" message within the app. This does not apply if the maintenance or repair work is necessary immediately in order to restore or maintain the functionality of the app.

(4) Where possible, Chefslist will also make the announcement to the catering establishments that are already linked to the suppliers.

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§4 Registration, user account

(1) The Supplier is registered by Chefslist after conclusion of the contract of use for Suppliers, in that Chefslist creates a user account for the Supplier that is provided with an automatically generated password.

(2) Immediately after conclusion of the contract, the supplier must choose a personal access password that corresponds to the state of the art in security technology, with which it can log into its user account (access password and the supplier's email address provided during registration, hereinafter collectively referred to as "access data").

(3) The Supplier is obliged to provide truthful information when registering and to ensure that the data stored in the user account is up to date. If this function is activated, the data in the user account can be updated or corrected. In the event that it is not possible to update or correct the information in the user account, the Supplier shall send the updated or corrected information by e-mail to info@chefslist.de as soon as possible and without being requested to do so.

(4) User accounts are individualized and may only be used by the supplier and the employees authorized by the supplier. Passing on the access data or otherwise permitting or enabling the use of the user account by third parties is prohibited.

(5) The supplier is obliged to keep the access data secret, to store it securely and to protect it from unauthorized access by third parties. It is also obliged to instruct its employees accordingly. The Supplier is also obliged to inform Chefslist immediately if it suspects misuse by a third party. As soon as Chefslist becomes aware of unauthorized use, Chefslist will block the supplier's access. Chefslist also reserves the right to change the supplier's access data for security reasons; in such a case, Chefslist will also inform the supplier of this immediately.

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§5 Processing of contracts concluded with restaurants via the app

(1) If a catering business uses the messages and communication functions of the app to place an order for goods, a contract between the Supplier and the catering business is only concluded in accordance with the Chefslist Terms of Use (Appendix 1) when the Supplier declares its acceptance of the order.

(2) Chefslist undertakes to process and treat confidentially all messages, content and data that are generated, collected, stored, forwarded or read as a result of the order process, in compliance with the provisions of §§ 10 and 11 of these GTC and using sufficient encryption technology.

(3) The processing of contracts concluded between the Supplier and catering establishments, in particular the payment of the purchase price by the catering establishment and the delivery of the purchased goods by the Supplier, is the sole responsibility of the Supplier or the catering establishment. Chefslist is under no obligation to ensure the proper fulfillment of the contract.

(4) Chefslist has no influence on the content and scope of details, information and other information that catering establishments exchange with the Supplier via the messages and communication functions of the app and assumes no responsibility for the true identity and authority to dispose of the catering establishments. In case of doubt, the Supplier is obliged to obtain information in an appropriate manner about the true identity and the authority to dispose of the catering business in question.

(5) "Invoice with payment term" model from mondu

The Supplier enables the catering business to agree an "invoice with payment term" of 14, 60 or 90 days. The supplier uses the app for this purpose.

a.         General terms and conditions "Invoice with payment term" of Mondu GmbH
In order to be able to use the "Invoice with payment term" model, the General Terms and Conditions "Invoice with payment term" of Mondu GmbH must be agreed between the catering business and Mondu GmbH.

b.         Agreement of a payment target
With the choice of "invoice with payment term", the offer of the catering business according to § 5 (1) is supplemented by a payment term of 60 or 90 days. If the offer is accepted by the supplier, the purchase price is not due for payment by the catering business until the payment term has expired.

c.         Possibility of payment by a third party on the supplier's invoice
Payment of the purchase price may be effected by a third party to the supplier before the due date (Section 267 (1) of the German Civil Code (BGB)). The customer does not object to the payment by the third party and the catering business does not reject the payment by the third party (cf. Section 267 (2) of the German Civil Code (BGB)). Upon payment by the third party to the Supplier, the Supplier's claim against the catering business shall expire and the third party shall be entitled to reimbursement of expenses from the catering business in the amount of the invoice amount paid by it to the Supplier. The third party may assign the claim for reimbursement of expenses to another third party (assignee).Chefslist shall inform the Supplier of the bank details of the third party or the assignee (IBAN, name of the account holder). For its part, the supplier is obliged to inform the catering business of the bank details of the third party or assignee instead of its own credit account at the latest with the invoice. The catering business shall only ever be given one credit account by the supplier; either the credit account of the supplier itself or of the third party or assignee. If, despite payment by the third party, the customer makes a payment to the latter on the purchase contract concluded with the supplier, the supplier is obliged to forward the payment to the third party or assignee and to inform Mondu GmbH of the transaction. The third party or assignee or Mondu GmbH will contact the customer.

d.         Remuneration
The fee for using the "invoice with payment term" model is 1.85% net for a payment term of 14 days, 2.65% net for a payment term of 60 days and 2.85% net for 90 days. It is to be paid by the Supplier to Chefslist. The third party can pay the fee to Chefslist. It is entitled to offset its claim against the Supplier in the amount of the fee paid to Chefslist against the payment to be made to the Supplier. Whether and to what extent the Supplier agrees a fee with the catering business is at its own discretion and is not subject to these GTC.
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e.         Ausschluss
The "invoice with credit terms" model is not available for the following purchase contracts:

- Purchase contracts between buyer and supplier that are affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG) or related parties within the meaning of Section 138 of the German Insolvency Code (InsO);

- Adult content or services;

- Dating services, matchmaking, eroticism;

- Gambling, prohibited goods and services;

- Precious stones and precious metals;

- Products that infringe the intellectual property of others (in particular counterfeit goods and illegally copied software);

- unauthorized goods, illegal services, legal services, misleading or predatory services, weapons, explosives, fireworks, drugs, drug paraphernalia;

- Network marketing, multi-level marketing;

- pseudo-medicines and/or industries of a similar nature.

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§6 Responsibility for content, prohibited content, information obligations

(1) The supplier is responsible for the content it posts and transmits in the app and guarantees that all content, in particular product data, is correct.

(2) The supplier is prohibited from a) posting content in the app or transmitting content via the messages and communication functions of the app that violates legal regulations, official orders or morality. b) to post content in the app or transmit it via the app's messaging and communication functions that violates the rights of third parties, in particular the copyrights or trademark rights of third parties.

(3) The Supplier warrants to Chefslist that the goods and services it offers do not infringe any copyrights, trademarks, patents, other intellectual property rights or trade secrets.

(4) The supplier indemnifies Chefslist on first demand against all claims, including all damages and expenses, that Chefslist incurs in the course of a claim by third parties because the content posted via its user account or transmitted via the app violates applicable law or infringes the rights of third parties. Chefslist shall inform the Supplier immediately of any such claims.

(5) The Supplier is obliged to fulfill all legal obligations to provide information to the catering establishments. In particular, it must properly inform the catering establishments about the terms of payment and delivery and, in all correspondence with catering establishments, provide the legally required information for business letters applicable to it due to its legal form and, in the case of any provision of telemedia via the app, provide its provider identification in accordance with the Telemedia Act (imprint obligation) and comply with its data protection information obligations.

(6) Chefslist is obliged to design the app in such a way that it enables the Supplier to comply with its statutory information obligations. If a function is missing for this purpose, Chefslist will endeavor to include the function in the app as far as possible.

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§7 Blocking and deletion of user accounts

(1) Chefslist is entitled, at its reasonable discretion, to temporarily or permanently block the Supplier's user account a)if the Supplier provides incorrect information during registration or in the Supplier profile and does not correct this immediately despite being requested to do so by Chefslist; b)in the event of misuse, unauthorized or fraudulent use of the user account or if there are concrete indications that such use is to be feared; c)if the Supplier posts content in the app or transmits content via the app that is punishable under the applicable laws or clearly serves to prepare criminal acts; d)if the Supplier violates one of the obligations under Section 6 or Section 7 and does not remedy the situation within a reasonable period of time despite a warning; e)if the Supplier has allowed an unauthorized third party to use the user account or the access data or has otherwise intentionally enabled such use; or f)if other circumstances exist that would entitle Chefslist to terminate the contract for good cause.

(2) When deciding on measures in accordance with section 8.1, Chefslist will take appropriate account of the legitimate interests of the supplier concerned.

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§8 Industrial property rights, granting of rights of use and processing rights

(1) The homepage layout, the graphics and images used, the collection of content and individual content including the system presentation texts of Chefslist (hereinafter collectively referred to as "Protected Content") may be subject to property rights, (industrial) property rights (e.g. trademark rights and copyrights) and other rights of Chefslist or the respective author/manufacturer or other rights holder who has made this Protected Content available to Chefslist. Unless expressly agreed otherwise in text form or regulated by law, the Supplier is not permitted to reproduce or use this protected content in other electronic or printed publications. However, the Supplier shall be permitted to use the aforementioned intellectual property rights for advertising purposes, provided that the intended use is limited to the acquisition or recruitment of further users (catering businesses).

(2) The Supplier is also not permitted to modify, adapt, translate, decompile, disassemble or derive the App, to carry out reverse engineering or otherwise attempt to derive the source code of the App or the Platform. The statutory regulations on permissible use (e.g. reproduction for private and other personal use within the meaning of the Copyright Act) remain unaffected by this.

(3) The supplier shall receive a non-exclusive, non-transferable and non-sublicensable right to use the app, limited in time to the duration of the installation of the app.

(4) The uploading Supplier retains the ownership rights, intellectual property rights and copyrights to protectable content (in particular designs, sketches, images) that the Supplier uploads to the app for the purpose of retrieval by catering establishments. The Supplier grants Chefslist a free, locally unlimited, non-exclusive right to use this content for the duration of its registration with Chefslist. The transfer of rights includes in particular the right to reproduce, store and edit as well as the right to display, broadcast and distribute the content via the app. The rights granted to Chefslist by the Supplier under this license are limited to the purpose of operating the platform and app and providing the associated services (for example, transmitting messages).

(5) In addition, Chefslist is entitled to collect and analyze information and data about the use of the app and the content posted in aggregated and anonymized form, to link it with other data and to use it for the purpose of improving Chefslist's services. The information is used exclusively in aggregated and anonymous form, without the information being able to be traced back to individual suppliers or catering businesses. This also applies beyond the end of the contract.

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§9 Confidentiality

(1) For the purposes of this agreement, "Confidential Information" means all trade secrets and all other non-public, confidential and/or proprietary information disclosed either by the Supplier to Chefslist or by Chefslist to the Supplier (hereinafter referred to as "Party" or "Parties"), whether in writing, electronically or orally, digitally embodied or in any other form. This includes in particular a) information relating to technologies, inventions, software and/or hardware, new products, intellectual property, know-how, marketing plans, financial planning, business strategies, business relationships, business plans or personnel matters of a Party; and b) any documents and information of a Party that are subject to technical and organizational confidentiality measures and are marked as confidential or are to be considered confidential according to the nature of the information or the circumstances of the transmission.

(2) Each party is obliged a) to treat Confidential Information of the other party as strictly confidential and to use it only for the purpose of fulfilling its contractual obligations under the license agreement, b) not to pass on Confidential Information to third parties or disclose it to third parties or allow access to it, unless it is a consultant or potential investor of the receiving party, who is subject to statutory or contractual confidentiality obligations, c)to take appropriate measures to prevent unauthorized persons from gaining access to Confidential Information, and d)to secure the Confidential Information against unauthorized access by third parties by means of appropriate confidentiality measures and to comply with the statutory and contractual provisions on data protection when processing the Confidential Information. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR) and the obligation of employees to maintain confidentiality and comply with data protection (Art. 28 para. 3 lit. b GDPR).

(3) The obligations under section 10. 2 shall not apply to Confidential Information a)which was known or generally accessible to the public prior to disclosure or transfer or becomes so at a later date without breach of a confidentiality obligation; b)which was already demonstrably known to the receiving party prior to disclosure by the disclosing party and without breach of a confidentiality obligation; c)which was independently developed by the receiving party without using or referring to Confidential Information of the disclosing party; d)which is handed over or made accessible to the receiving party by an authorized third party without breach of a confidentiality obligation; or e)which must be disclosed due to mandatory legal provisions or a decision of a court and/or an authority.

(4) The obligations under this

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§10 Data security, data protection

(1) Chefslist processes the Supplier's personal data by way of order processing in accordance with Art. 28 GDPR on the basis of the order processing contract attached as Annex 2.

(2) Chefslist's servers are secured in accordance with the state of the art, in particular by firewalls. However, the Supplier is aware that there is a general risk that transmitted data can be read during transmission. This applies not only to the exchange of information via email that leaves the system, but also to the integrated messaging system and all other data transmissions.

(3) The Supplier is solely responsible for backing up the information it receives or becomes aware of in the course of using the app (confirmations, invoice documents, correspondence with catering establishments, etc.); it shall regularly back up this information/documents on its own data carrier/server.

(4) The Chefslist data protection information applicable to the use of the platform and app can be found at https://www.chefslist.de/datenschutzerklaerung.

(5) Chefslist is obliged to use, process, handle or forward all data obtained, generated, collected or stored as a result of the use, registration or other use of the app exclusively for the intended purpose in accordance with its data protection provisions and in compliance with the existing legal requirements of the GDPR and the BDSG.

(6) The Supplier is obliged to treat data from catering establishments that it receives through the use of the app as confidential and will only use it for contractual or pre-contractual communication. Any further use or disclosure of this data, in particular for advertising purposes, may only be made by the Supplier after obtaining the necessary prior consent from the respective catering establishment. The Supplier shall instruct all its board members, employees, authorized representatives and vicarious agents accordingly and oblige them to observe statutory data secrecy.

(7) If and insofar as the Supplier transmits personal data from catering establishments to Chefslist that are not yet registered on the platform/app, the Supplier warrants that it is authorized to do so in accordance with the applicable data protection regulations.

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§11 Warranty, liability

(1) Chefslist is liable without limitation for intent and gross negligence on the part of Chefslist, its vicarious agents and legal representatives, but for slight negligence only in the event of a breach of material contractual obligations. Material contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contract of use and on whose compliance the Supplier may regularly rely. Liability in the event of a breach of such a material contractual obligation is limited to the typical contractual damage that Chefslist had to expect at the time the contract was concluded based on the circumstances known at that time.

(2) In the event of a loss of data, Chefslist is only liable for the restoration costs that would also result from a proper data backup by the supplier based on the corresponding risks. In particular, the Supplier must ensure that the data can be reconstructed with reasonable effort from data material that is kept in machine-readable form.

(3) The above limitations of liability shall not apply in the event of the assumption of express guarantees, in the event of claims due to the absence of warranted characteristics and for damages resulting from injury to life, limb or health. Liability under the Product Liability Act shall also remain unaffected.

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§12 Contract term and termination

(1) If the contract is not terminated with two months' notice to the end of the respective contract term, the contract shall be extended by a further twelve months.

(2) The right to temporary blocking and the right to extraordinary termination for good cause remain unaffected by this.

(3) Any termination must be in text form.

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§13 Amendments to this contract

(1) Subsidiary agreements, amendments and supplements must be made in writing. This also applies to any waiver of this written form requirement.

(2) Chefslist may unilaterally amend or supplement the Chefslist Terms of Use in whole or in part with effect for the future, insofar as this is required for legal or regulatory reasons and/or security reasons, in order to further develop or optimize existing features of Chefslist's services and to add additional features in order to take account of technical progress and make technical adjustments and to ensure the future functionality of the services provided by Chefslist.

(3) Chefslist will inform the Supplier of any changes in text form (e.g. by email, SMS or in-app notification) with reasonable advance notice of the specific content of the amended provisions.

(4) The amendments shall be deemed to have been accepted by the Supplier if the Supplier does not object to the amendments in text form within four weeks of receipt of the notification. Chefslist will inform the Supplier separately of the right to object and the aforementioned legal consequences of silence in the notification of change.

(5) In the event of an objection by the Supplier, Chefslist has an extraordinary right of termination.

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§14 Final provisions

(1) Should a provision of this contract be invalid, this shall not affect the validity of the remaining provisions of the contract. Rather, the provision shall be replaced by a provision that is legally permissible and comes closest to the original provision.

(2) Notifications, declarations, information and documents in connection with the use of the app will also only be sent to the Supplier in text form using remote means of communication.

(3) If Chefslist transfers its business operations or parts of its business operations to a third party, Chefslist is entitled to transfer the rights and obligations arising from the contract of use, including the GTC, jointly to a third party. Chefslist will notify the Supplier of the transfer in text form at least four weeks in advance. In the event of such a transfer, the Supplier has an extraordinary right of termination. The termination must be declared to Chefslist in text form within four weeks of receipt of the transfer notification by the Supplier. The termination shall take effect at the time of the transfer.

(4) The place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is Frankfurt am Main. However, Chefslist remains entitled to bring an action at the Supplier's registered office.

(5) The law of the Federal Republic of Germany applies to the exclusion of the CISG. The language of the contract is German.

(6) Annexes to this contract are an integral part of the contract. Annexes:

1. Chefslist Terms of Use: https://www.chefslist.de/terms-and-conditions

2. order processing contract: www.chefslist.de/avv-lieferanten

ChefsList GmbH, Frankfurt. Status: 01.01.2021