Terms and Conditions

01.10.2026

Preamble

frutra GbR (a German civil-law partnership, partners: Wolfgang Baumann and Samuel Fürle), Lindenmattenstraße 25, 79117 Freiburg im Breisgau, Germany, operates the internet platform “frutra” as a digital B2B trading platform for the technical initiation, documentation and support of the conclusion of purchase contracts for raw materials used in beverage production. In doing so, frutra GbR does not become a party to the purchase contracts concluded between Members. The platform is referred to below as “frutra”. frutra GbR alone is the contractual partner of the Members under the Platform Use Agreement (Clause 2.1) and the holder of the rights and obligations of the platform operator under these GTC. The use of frutra is governed by the following General Terms and Conditions (hereinafter: the “GTC”) and by the Schedule of Fees (Clause 6).

Contact: Telephone +49 761 429626-49, Fax +49 761 429626-50, Email info@frutra.de, Web www.frutra.de. VAT ID No.: DE275493681.

1. General Provisions

1.1 frutra is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code) whose company is registered on frutra (hereinafter: “Members”). The Member is always the registered company, not the natural person acting for the company. Use by consumers is prohibited. Upon registration, the Member represents that it is an entrepreneur within the meaning of § 14 BGB. frutra GbR is entitled to request appropriate evidence to that effect. Provisions for the protection of consumers do not apply, to the extent permitted by law.

1.2 frutra GbR is not involved in the purchase contracts concluded via frutra, whether as a contracting party, as a representative or vicarious agent of a contracting party, or in any other capacity. Notifications sent via frutra in connection with an Offer or a Request serve solely to inform the respective Member. Legally relevant declarations that a Member makes via frutra are transmitted by frutra GbR solely as a messenger. They take effect for and against the Member making them. The parties to a purchase contract concluded via frutra are exclusively the Members involved (seller and buyer). They are also the points of contact for all matters relating to the purchase contract, for example payment arrangements, scheduling or warranty claims. There is no claim against frutra GbR to receive and process complaints against other Members of frutra, or to mediate or settle disputes between them, unless the subject matter of the complaint concerns the performance of frutra GbR's statutory obligations or of its obligations under the Platform Use Agreement pursuant to Clause 2 of these GTC. Clauses 4 and 5 remain unaffected.

1.3 frutra GbR provides Members with the technical means, within the framework made available by it, to use frutra in order to publish Offers or Requests for products and to conduct purchase negotiations in respect of them. The Offers and Requests published on frutra by Members, and the purchase negotiations developing from them, are not reviewed by frutra GbR as to their lawfulness, accuracy or completeness.

1.4 frutra GbR has the right, but not the obligation, to process, prepare and adapt Offers, Requests and purchase negotiations technically so that they can also be displayed on mobile devices or in software applications of third parties. Members are themselves responsible for reviewing the complete content of an Offer, a Request or any other content on frutra before taking a purchase decision, where the input or the conclusion of the contract takes place via a mobile device or the software application of a third-party provider.

1.5 frutra GbR reviews the data submitted by each Member upon registration before the company is approved. Nevertheless, it cannot be ruled out that incorrect data has been stored for a company. Each Member must therefore satisfy itself as to the identity of its (potential) contractual partner.

1.6 frutra GbR is entitled to place its own test, demonstration or training content on the platform, in particular in order to present functions or to illustrate the use of the platform. Such content is clearly labelled on the platform as sample, test or demonstration content and is not presented as genuine Offers or Requests.

2. Platform Use Agreement and Referencing

2.1 Use of the trading functions under Clause 6.1 requires registration of a company and its approval by frutra GbR. Registration as such is free of charge. The agreement on the use of frutra (the “Platform Use Agreement”) is concluded with the registered company, not with the natural person acting on its behalf. It comes into existence upon approval of the company by frutra GbR on the basis of the express consent of the registering person to these GTC and to the Schedule of Fees. In accordance with Clause 26.5, this version applies to companies already approved. The Privacy Policy is acknowledged. Acknowledging it is not consent under data protection law.

From this version onwards, frutra GbR records each consent to the GTC and to the Schedule of Fees per user account, including document, version, checksum, language and time and, where a company is assigned to the user account at that time, that company. Consent given via the owner account of a company (Clause 2.4) is deemed to be consent of the company. Further user accounts consent for their own use.

After approval, the company separately accepts the price plan displayed for it. Acceptance is declared via the owner account by a person authorised to represent the company, stating their name and the basis of their authority. Acceptance requires that this person has consented to the current version of these GTC and of the Schedule of Fees. frutra GbR records the acceptance at company level, including the accepted price plan with all its price phases, the version and checksum of these GTC and of the Schedule of Fees, language and time, the accepting user account, the name of the accepting person and the stated basis of authority. Consent to these GTC and to the Schedule of Fees does not replace separate acceptance of the price plan displayed for the company.

There is no entitlement to conclude the Platform Use Agreement. Brokerage services under a brokerage contract are not part of it.

2.2 Registration is permitted only to entrepreneurs within the meaning of § 14 BGB and to persons who use frutra for a company that is an entrepreneur within that meaning. frutra GbR reserves the right to require evidence of entrepreneur status by way of suitable information or documents (for example a trade licence or trade register extract, a commercial register extract, or a VAT identification number).

2.3 The data requested upon registration must be provided completely and correctly.

2.4 A user account belongs to exactly one natural person, who must be named. A company may only be created on frutra by a person who is authorised to represent the company or holds a power of attorney for this purpose. That person's user account is the owner account of the company. Further user accounts are assigned to the company only with the consent of the owner account (joining). The position of owner account may only be transferred to the user account of another person assigned to the company who is authorised to represent the company or holds a power of attorney for this purpose. The Member is bound by declarations made on frutra via the user accounts assigned to it, unless a declaration results from misuse of the user account by third parties for which the Member is not responsible (Clause 2.8). Clause 2.1 governs consent to these GTC and to the Schedule of Fees and acceptance of the price plan.

2.5 If the data provided changes after registration, the Member is itself obliged to correct the details in its company profile and in the user accounts assigned to it without delay. The Member notifies frutra GbR in text form without delay of any details that it cannot change itself on frutra.

2.6 A user account is registered using an email address and a password, with which the person to whom the user account belongs can then log in to frutra. The rights of third parties, in particular name and trade mark rights, must not be infringed.

2.7 The Member is obliged to ensure that the passwords of the user accounts assigned to it are kept confidential and that access to those user accounts is secured carefully. The Member is obliged to inform frutra GbR in text form without undue delay if there are indications that a user account assigned to it has been misused by third parties. Where provided by frutra GbR, the Member must ensure that multi-factor authentication (for example a time-based one-time code) is activated and used in order to increase account security. Where multi-factor authentication provided by frutra GbR has been activated and misuse nevertheless occurs, this indicates, for the purposes of Clause 2.8, that the Member is not responsible for the misuse.

2.8 The Member is in principle liable for all acts carried out using a user account assigned to it, unless the Member is not responsible for the misuse.

2.9 frutra GbR is entitled to transfer its rights and obligations under the Platform Use Agreement as a whole to a third party (hereinafter: “legal succession”). The assignment of individual fee claims in accordance with the statutory provisions remains unaffected. frutra GbR will inform the Member of a legal succession at least four weeks in advance. If the Member does not agree to the legal succession, it may terminate the Platform Use Agreement without notice within four weeks of receiving that information. In the information regarding the legal succession, frutra GbR will draw the Member's attention to the right of termination and to the time limit for exercising it. A legal succession does not affect fees already incurred or due, or claims arising from contractual relationships established before the legal succession. These pass to the legal successor to the extent permitted by law.

2.10 To the extent that this may be waived by law, frutra GbR is not obliged, in relation to Members, to fulfil the obligations under § 312i(1) sentence 1 nos. 1 to 3 BGB, and in particular is not obliged to provide technical means for the early detection and correction of input errors, to provide the information pursuant to Article 246c EGBGB (Introductory Act to the German Civil Code) or to confirm receipt of orders electronically without undue delay. The obligation under § 312i(1) sentence 1 no. 4 BGB to enable Members to retrieve the contractual provisions, including these GTC, at the time the contract is concluded and to store them in a reproducible form remains unaffected and is fulfilled by frutra GbR. frutra GbR nevertheless makes corresponding technical aids available to Members on a voluntary basis (for example plausibility checks, confirmation displays, summaries before conclusion of the contract). This does not revive the obligations under § 312i(1) sentence 1 nos. 1 to 3 BGB. frutra GbR's other contractual obligations, in particular the material contractual obligations under Clause 20.2, remain unaffected.

2.11 frutra GbR is entitled, for advertising purposes, to make the fact of membership public and, after approval of the company, to name and use the Member's company name, company logo and business address, together with the approximate location of the registered office on an overview map, on the public home page of frutra and on the website frutra.com, unless the Member objects. The same right applies to the customary referencing of membership outside frutra in trade media and vis-à-vis associations. The Member may object to both at any time in text form (for example by email to info@frutra.de). Upon receipt of the objection, frutra GbR removes the relevant details from frutra and from the website frutra.com within one week and no longer includes them in new publications outside frutra. The Member's trade mark rights and other rights remain unaffected.

3. Subject Matter and Scope of the Platform Use Agreement

3.1 frutra GbR provides the Member with frutra together with the functions described in these GTC. frutra GbR is entitled to make the use of frutra, or of individual functions, or the extent to which individual functions and services may be used, subject to objective conditions, such as verification of registration data or submission of a trade or commercial register extract. Restrictions on account of unpaid fees are governed exclusively by Clauses 6.8 and 6.9.

3.2 Notwithstanding the absence of any statutory obligation, frutra GbR reserves the right to introduce measures which delay the publication of content created by Members on frutra for security reasons.

3.3 The Member's entitlement to use frutra and its functions exists only within the framework of the current state of the art. frutra GbR may temporarily restrict the services of frutra where this is necessary in view of capacity limits, the security or integrity of the servers, or in order to carry out technical measures, and where this serves the proper or improved provision of the services (maintenance work). In such cases frutra GbR will, as far as possible, take account of the legitimate interests of Members, for example by providing advance information.

3.4 frutra GbR develops frutra on an ongoing basis. It is entitled to adapt, further develop or optimise individual functions technically, provided that no material legitimate interests of Members are thereby unreasonably impaired. Material changes to functions, or the discontinuation of functions, which affect the core of the platform will be announced to Members by corresponding application of Clause 26. The announcement does not replace any consent required under Clause 26.3. Planned maintenance work will, as far as possible, be notified at least 48 hours in advance. Unplanned or security-related measures may, for compelling reasons, also be carried out at short notice.

4. Measures, Suspension and Termination

4.1 frutra GbR is entitled to take the following measures against a Member where, following a summary review, there are sufficient factual indications that the Member is in breach of statutory provisions, the rights of third parties or these GTC, and where, having regard to the principle of the mildest available means and to the legitimate interests of the Member, a response is required:

notice;
formal warning;
deletion or blocking of individual Offers, Requests or other content;
restriction of the use of individual functions;
temporary suspension of the Member (trading suspension);
blocking of individual user accounts;
termination of the Platform Use Agreement for good cause under Clause 4.5.

4.2 The measures under Clause 4.1 stand in a graduated relationship to one another. frutra GbR will in principle choose the mildest means suitable to remedy the breach. A more severe measure comes into consideration in particular where milder measures have been unsuccessful, where the breach is serious, or where there is imminent danger. Unless there is imminent danger or the breach is serious, frutra GbR first takes a milder measure before adopting a more severe one. In selecting the measure, frutra GbR takes account of the legitimate interests of the Member concerned.

4.3 The measures under Clause 4.1 have, in particular, the following effects:

The deletion or blocking of individual content removes the visibility of the content concerned on the platform. Purchase negotiations or purchase contracts already arising from that content remain unaffected.
A restriction of use may in particular result in the Member no longer being able to initiate or accept new Offers, Requests or purchase negotiations. Purchase negotiations already in progress may be continued at the discretion of frutra GbR. Purchase contracts already concluded remain unaffected.
A temporary suspension removes the Member's trading functions (Clause 6.1). The Member's existing Offers and Requests become invisible to other Members and ongoing purchase negotiations are suspended. Access to documents and information relating to purchase contracts already concluded remains available or is provided in an appropriate form on request, unless compelling security or legal reasons prevent this. During a temporary suspension, the monthly Base Fee remains payable if the suspension is based on a breach for which the Member is responsible. Otherwise, the Base Fee is not charged for the duration of the suspension. Clause 6.6 applies accordingly to the calculation by calendar day.
The blocking of an individual user account prevents the person concerned from logging in to frutra. The Platform Use Agreement and the Member's other user accounts remain unaffected.
Termination for good cause under Clause 4.5 ends the Platform Use Agreement with the Member and thus also the accepted price plan (Clause 6.13). The Base Fee for the current service month remains payable and is not refunded pro rata. Existing Offers and Requests are deactivated and ongoing purchase negotiations are ended. The user accounts assigned to the Member are blocked. Purchase contracts already concluded and fees already accrued remain unaffected. frutra GbR provides the Member with contract documents and information on the performance of purchase contracts already concluded in text form upon request.

4.4 frutra GbR is entitled to suspend the Member temporarily where content or the conduct of the Member is the subject of a complaint by a third party and, following a summary plausibility review, there are sufficient indications of a breach. frutra GbR will give the Member concerned the opportunity to comment without undue delay, unless compelling reasons prevent this. As far as possible, the period for comment is in principle 5 working days.

4.5 frutra GbR may terminate the Platform Use Agreement for good cause without notice (termination for good cause). Good cause exists in particular where the Member:

has provided false or incomplete information upon registration, or has failed to comply with update obligations despite being requested to do so;
transfers a user account assigned to it to third parties or repeatedly allows third parties to use it;
circumvents the fee structure of frutra, in particular by concluding contracts outside frutra (Clause 8.1);
breaches embargo or sanctions regimes, food or product law, or other mandatory provisions;
repeatedly or materially breaches its confidentiality obligations (Clause 21); “repeatedly or materially” applies in particular where, within 12 months and despite a formal warning, at least two breaches of the same kind are committed, or where a single breach leads to serious disruption of the integrity of the platform;
continues to breach these GTC despite a formal warning;
causes substantial harm to Members of frutra or to frutra GbR;

or where there is a comparably serious reason which makes the continuation of the Platform Use Agreement unreasonable for frutra GbR, having regard to the legitimate interests of both parties. Where the good cause consists in a breach of an obligation under the Platform Use Agreement, termination is permissible only after a reasonable period set for remedy has expired without success or after an unsuccessful formal warning. No such period or warning is required where it is dispensable under § 314(2) sentence 2 BGB in conjunction with § 323(2) nos. 1 and 2 BGB, in particular where the Member seriously and finally refuses performance of the obligation, or where special circumstances exist which, having weighed the interests of both parties, justify immediate termination (§ 314(2) sentence 3 BGB). The requirements of the individual grounds, in particular any request or formal warning required there, remain unaffected.

4.6 Renewed registration following termination for good cause under Clause 4.5 requires frutra GbR's prior express consent.

4.7 The Member may terminate the entire Platform Use Agreement at any time in text form vis-à-vis frutra GbR. Termination must be declared by a person authorised to represent the company. Ordinary termination takes effect at the end of the calendar month in which it is received by frutra GbR. Actual receipt by frutra GbR is decisive, not the time at which frutra GbR records the termination. Termination of the Platform Use Agreement also ends the accepted price plan. Termination of the price plan alone is governed by Clause 6.13 and leaves the Platform Use Agreement in place. The Base Fee for the termination month is not refunded or reduced pro rata. Trading functions and agreed fees continue until the end of the Agreement. At that time, active Offers and Requests are deactivated and outstanding offers and counteroffers can no longer be accepted. After the end of the Agreement, the following remain available: viewing existing information and documents, performance of purchase contracts already concluded, ending ongoing negotiations by the party that has the move, support via the feedback form on frutra or by email to info@frutra.de, and the right of access and the other data-subject rights under the General Data Protection Regulation, in particular by email to datenschutz@frutra.de. Where frutra GbR blocks the Member's user accounts after the end of the Agreement, the options listed above lapse to the extent that they require a user account, and frutra GbR provides contract documents and information on the performance of purchase contracts already concluded in text form upon request. The Member may not initiate new business or negotiations. The blocking or deletion of an individual user account does not terminate the Platform Use Agreement. The right to terminate for good cause remains unaffected.

4.8 frutra GbR may terminate the Platform Use Agreement at any time without stating reasons, in text form, giving 30 days' notice to the end of the month. The right to take measures under Clause 4.1 and the right to terminate for cause remain unaffected.

4.9 Measures under Clause 4.1 are communicated to the Member concerned in text form. To the extent legally required, the communication states: (a) the nature, scope and duration of the measure, (b) the factual circumstances and reasons, including whether it is based on a report under Clause 5.2 or frutra GbR's own initiative, (c) the relevant legal or contractual basis and (d) available remedies, in particular the complaint mechanism under Clause 5.1 and judicial review. Where compelling reasons preclude full information, the communication is limited to the extent legally permissible. Such reasons may include, in particular, legal obligations, official orders or a significant risk to enforcement or fact-finding.

4.10 Where a measure under Clause 4.1 is lifted, frutra GbR restores the previous state of the Member and its user accounts as quickly as is technically possible. Negotiations ended as a result of the measure and Offers and Requests deactivated as a result of the measure are not revived.

4.11 frutra GbR is entitled to display a neutral notice of limited availability to other Members who are engaged in ongoing purchase negotiations with a Member affected by a measure under Clause 4.1, or who wish to initiate such negotiations (for example: “Provider currently of limited availability. New negotiations are not possible at present.”). The specific reasons for the measure are not disclosed to other Members or to third parties, unless there is a statutory obligation to provide such information.

4.12 Measures under special statutory provisions, in particular suspension for failure to cooperate in tax matters under § 23 PStTG and Clause 9.4, or exclusion following notification by a tax authority under § 25e(4) UStG and Clause 9.5, remain unaffected. In the case of such measures, the effects and the information obligations under Clauses 4.3 to 4.11 and the right of complaint under Clause 5.1 apply accordingly.

4.13 Reported content is reviewed and measures under Clause 4.1 are decided by the partners of frutra GbR. Automated or algorithmic content moderation is not used. Technical security and spam filters do not take a final decision on the visibility or suspension of Member-related content.

5. Complaints and Reporting Channels

5.1 Members may address complaints concerning restrictions, suspensions, terminations, delistings or other material platform decisions to legal@frutra.de in text form. frutra GbR also treats complaints sent to info@frutra.de as complaints under this Clause. frutra GbR confirms receipt without undue delay and generally carries out an initial review within five working days. A partner reviews the complaint carefully and within a reasonable period. The outcome is communicated in text form. A temporary measure may remain in place during the review where this is proportionate.

5.2 Any person or entity may report allegedly unlawful content electronically to legal@frutra.de. A report should contain: (a) a substantiated explanation of the alleged unlawfulness, (b) the exact electronic location or content ID and, where required, further identifying information, (c) the reporting person's name and email address, except for reports that may legally be anonymous, and (d) a statement that the information is accurate and complete to the best of that person's knowledge. frutra GbR acknowledges receipt and informs the reporting person of its decision where required by law. Reports are processed diligently, objectively and promptly by the partners of frutra GbR, without automated decision-making (Clause 4.13). Mandatory notice-and-action requirements, in particular Article 16 of Regulation (EU) 2022/2065, remain unaffected.

6. Fees and Schedule of Fees

6.1 Principle. Registration with frutra is free of charge. Trading functions within the meaning of these GTC are posting and amending Offers and Requests, starting negotiations, making counteroffers, accepting offers and concluding other contracts via frutra. From 1 November 2026 at 00:00 Europe/Berlin, the Schedule of Fees incorporated into the Platform Use Agreement and the company-specific price plan accepted by the company apply to use of the trading functions. The price plan supplements the Platform Use Agreement with the paid use of the trading functions. No fees for the use of the trading functions accrue without an accepted price plan. frutra GbR is entitled to make use of the trading functions from 1 November 2026 conditional on acceptance of the price plan. This also applies to companies that only buy via frutra. Consent to the Schedule of Fees does not replace separate acceptance of the price plan displayed for the company.

6.2 Schedule of Fees. The Schedule of Fees forms an integral part of these GTC and is expressly incorporated under Clause 2.1. The version currently published is available on the platform and may be stored in reproducible form. If an earlier version still applies to the Member, frutra GbR provides it to the Member in text form upon request. Amendments are governed by Clause 26.3.

6.3 Company Type. The fees applicable are determined by the Member's company type. There are two company types. A Producer is a company that offers on frutra no goods other than goods it has produced or processed itself. A Trader is a company that also offers on frutra goods it has not produced or processed itself. A company that offers both is a Trader. The company type applies uniformly to the company and not per Offer. frutra GbR assigns the company type on the basis of these criteria and is entitled to correct an incorrect assignment. The Member must provide the information relevant to the assignment accurately and completely, and must furnish evidence upon request. A correction affects the fees only once the Member has accepted a price plan for the corrected company type. Until then, the previous price plan continues to apply. If the Member does not accept the amended price plan, frutra GbR is entitled to terminate the Platform Use Agreement in accordance with Clause 4.8.

6.4 Net Amounts and Debtor. All monetary amounts stated in these GTC and in the Schedule of Fees are net amounts in euros plus value added tax in the amount legally owed. The Closing Fee is owed by the selling company.

6.5 Accrual and Assessment of the Closing Fee. The Closing Fee is calculated on the net purchase price documented on frutra at the time the contract is concluded, as derived from the accepted Offer (Clause 13.1) or from the accepted set of negotiation terms (Clause 15.2). The Closing Fee is calculated as net purchase price × applicable percentage and is commercially rounded to full cents once. The fee accrues when the contract conclusion is technically recorded. Once accrued, the Closing Fee is unaffected if the parties subsequently fail to perform the purchase contract, perform it late or in part, or depart from its terms. It is also unaffected by subsequent changes to quantities or prices, rescission, cancellation by mutual agreement, termination or any other reversal of the purchase contract. This also applies if a party fails to pay or deliver. The parties to the purchase contract bear the economic risk of its performance. A credit note may be considered only if (a) no valid purchase contract was demonstrably concluded via frutra, (b) a technical error recorded the same contract conclusion more than once, or (c) a manual review establishes that the original record was retroactively legally or technically invalid. The original invoice remains as an accounting record. The correction is issued as a separate credit note referring to it. Mandatory statutory correction rights remain unaffected.

6.6 Monthly Base Fee and Service Month. The calendar month in the Europe/Berlin time zone serves as both the service month and the billing period. Paid use begins when the accepted price plan takes effect, but not before 1 November 2026. If paid use starts on the first day of a calendar month, the full monthly amount is charged. If it starts later, the Base Fee is calculated pro rata from and including the start date through the end of the month: monthly amount × active calendar days ÷ calendar days in the relevant month. The result is commercially rounded to full cents once, at the end of the calculation. The monthly Base Fee is invoiced electronically for the relevant service month.

6.7 Invoice. Fees are invoiced to the Member. The Member agrees to the transmission of invoices in electronic form. This includes structured electronic invoices within the meaning of § 14 UStG (German VAT Act) as well as invoices in PDF format. frutra GbR sends invoices to the email address of the owner account or to an email address that the Member has designated to frutra GbR in text form for invoices. Electronic invoices are deemed received as soon as they are retrievable there under ordinary circumstances.

6.8 Due Date. The invoice states the payment term and specific due date. Payment consequences require an invoice that has actually been issued and is accessible to the Member. The Closing Fee is due 14 calendar days after receipt of the invoice. Statutory default and its legal consequences are governed independently by the applicable statutory provisions. The technical grace period under Clause 6.9 does not determine the commencement of statutory default.

6.9 Unpaid Invoice. If the stated amount remains unpaid after seven full calendar days have elapsed from the due date, frutra GbR may, after manually verifying the outstanding amount, restrict the trading functions (Clause 6.1) until the matter is resolved. The following remain available: viewing existing information and documents, performance of purchase contracts already concluded, ending ongoing negotiations by the party that has the move, deactivating the Member's own Offers and Requests, support via the feedback form on frutra or by email to info@frutra.de, termination, and the right of access and the other data-subject rights under the General Data Protection Regulation, in particular by email to datenschutz@frutra.de. A timely, substantiated objection to the invoice suspends any restriction or termination until the objection has been reviewed. If the amount remains unpaid even after a final payment reminder, frutra GbR may, after manually rechecking the amount, terminate the price plan with effect from the end of a calendar month (termination within the meaning of this Clause). No new paid service month begins while an earlier month is unresolved. A service month is unresolved if the invoice for it has been issued and has fallen due and has been neither paid nor waived, credited or cancelled. Passage of time alone and internal billing, data or export errors trigger neither a restriction nor a termination of the price plan or of the Platform Use Agreement. Existing purchase contracts and accrued claims remain unaffected.

6.10 Set-off. The Member may set off against claims of frutra GbR only claims that are undisputed or have been established by a final court decision. This does not apply to counterclaims of the Member arising from the same contractual relationship that stand in a relationship of reciprocity with the claim of frutra GbR.

6.11 Expenses and Other Fees. Where the Member causes frutra GbR to incur expenditure for the deletion of content, the suspension of the Member or comparable measures, as a result of a breach of these GTC for which the Member is responsible, frutra GbR may demand reimbursement of the expenditure actually incurred, provided that it sets out and quantifies that expenditure in the individual case. The Member remains free to prove that no expenditure, or lower expenditure, has been incurred. No flat-rate expense allowance and no fee for lifting a suspension are charged. Individual additional services require a separate agreement in text form.

6.12 Amendments. Clause 26.3 applies to amendments to the Schedule of Fees taking effect for existing contracts. Clause 26.3 applies accordingly to amendments to an accepted price plan. In that case, renewed acceptance of the amended price plan in accordance with Clause 2.1 takes the place of consent. An amendment to the Schedule of Fees does not change the fees under a price plan already accepted.

6.13 Term and Termination of the Price Plan. The accepted price plan takes effect upon its acceptance, but not before the time stated in Clause 6.1 or any later time stated in the price plan. Before acceptance, the platform displays the time at which the price plan takes effect. The price plan applies for an indefinite period from the date on which it takes effect. The Member may terminate it at any time with effect from the end of the calendar month in which the termination is received by frutra GbR. Termination is possible via the termination function provided for this purpose on frutra, which is available to the owner account, or in text form vis-à-vis frutra GbR. Clause 4.7 applies accordingly to the authority to terminate in text form and to receipt of the termination. If the price plan is terminated before it takes effect, it does not take effect. When the termination takes effect, the Member's entitlement to use the trading functions ends until it accepts a price plan again. The Platform Use Agreement otherwise continues. Clause 4.7 applies accordingly to active Offers and Requests, offers and counteroffers not yet accepted, ongoing negotiations and purchase contracts already concluded. When the Platform Use Agreement ends, the price plan also ends.

7. Free Period and Transitional Base Fee

7.1 For purchase contracts concluded via frutra before 1 November 2026 at 00:00 in the Europe/Berlin time zone, the Closing Fee is €0.00. No monthly Base Fee is charged for periods before that time. From that time onwards, only the fees validly agreed under Clause 6 and the Schedule of Fees apply. For the Closing Fee, solely the technically recorded time at which the purchase contract is concluded is decisive. Subsequent performance, amendment or document generation does not alter that time.

7.2 For existing Traders, the monthly Base Fee is €125.00 net from 1 November through 31 December 2026. The Closing Fee is 0.50% of the documented net purchase price.

7.3 By accepting the company-specific price plan, the existing Trader also agrees that the monthly Base Fee will automatically increase to €199.00 net from 1 January 2027. The Closing Fee will remain at 0.50% of the documented net purchase price. The transitional tariff cannot be extended.

8. Contractual Penalty for Circumvention of the Fee System

8.1 Members are prohibited from circumventing the fee structure of frutra, in particular by concluding outside frutra purchase contracts which were negotiated via frutra, in order to avoid the Closing Fee owed.

8.2 A breach of the prohibition under Clause 8.1 exists where, between Members who have within twelve months prior to the conclusion of the contract entered into purchase negotiations on frutra which were specific and related to a particular product (same product type, comparable quantity, specifications and delivery date), a purchase contract concerning the same or an economically equivalent product is concluded outside frutra which is materially based on the initiation effected via frutra. A product is regarded as “economically equivalent” where it corresponds to the terms negotiated via frutra in product type, specifications and delivery date and is comparable to them in quantity.

8.3 frutra GbR bears the burden of proof for the existence of the requirements under Clause 8.2. It may adduce that proof in particular by way of the following indicia:

temporal proximity between the negotiations via frutra and the purchase contract concluded outside frutra (in particular within four weeks);
identity or material correspondence of the product description;
correspondence of the quantities negotiated;
correspondence of, or close similarity between, the delivery terms;
identity of the parties involved.

8.4 The Member has the right to prove that the purchase contract concluded outside frutra is not based on the initiation effected via frutra. The following, in particular, may serve as exculpatory evidence:

independent initiation of the transaction without connection to the frutra negotiations;
material change to the contractual terms (price, quantity, specifications);
a period of more than six months between the frutra negotiations and the conclusion of the contract, as a circumstance that may indicate the absence of such a connection;
evidence that the negotiations via frutra were discontinued and that no serious negotiations took place thereafter.

8.5 For each culpable breach of the prohibition under Clause 8.1, the seller concerned undertakes to pay a contractual penalty, the amount of which is determined by frutra GbR in the individual case at its reasonable discretion (§ 315 BGB). The basis of assessment is the Closing Fee that would have accrued had the purchase contract been concluded via frutra at the same time (Closing Fee forgone). If no price plan was in effect for the seller at that time, the percentage under Clause 1 of the Schedule of Fees for its company type applies for this purpose, unless Clause 7.1 provides for a Closing Fee of €0.00. Depending on the gravity of the breach, the contractual penalty may be set at up to five times the Closing Fee forgone, but at no more than 5% of the net purchase price of the purchase contract concerned. In determining the amount, frutra GbR takes account in particular of intent, repetition of the breach and the extent of the damage to the integrity of the platform. The appropriateness of the amount determined is subject to review by the competent court pursuant to § 315(3) BGB in the event of a dispute.

8.6 The assertion of further, specifically quantified loss remains reserved. The contractual penalty is credited against any such claim for damages. In respect of that claim, the Member remains free to prove that no loss, or a lower loss, has been incurred.

9. Tax and Regulatory Duties to Cooperate (DAC7/PStTG)

9.1 The Member is obliged to provide frutra GbR, upon request, with such tax-relevant information and evidence, accurately, completely and in up-to-date form, as frutra GbR requires in order to fulfil its own statutory obligations. This applies in particular to obligations under the Platform Tax Transparency Act (PStTG, implementing Directive (EU) 2021/514, known as “DAC7”) and under §§ 22f, 25e of the German VAT Act (UStG).

9.2 Insofar as frutra GbR is subject to these duties, it collects from Members in particular the following information:

first name and surname, or company name;
address of the registered office or principal place of business;
tax identification number and issuing state;
VAT identification number, where issued;
commercial register number or comparable register number, where available;
date of birth in the case of natural persons;
identifier of the bank account and name of the account holder, where different;
states in which the Member is tax resident;
supplementary information, where required by law.

The Member is obliged to keep this information accurate, complete and up to date, and to notify any changes without undue delay. frutra GbR reviews the information using appropriate measures, in particular by comparison with publicly accessible registers and databases.

9.3 Insofar as frutra GbR is a reporting platform operator within the meaning of the PStTG, it transmits reportable data collectively once a year, by 31 January of the calendar year following the reporting period, to the German Federal Central Tax Office (BZSt). It informs the Member concerned in text form of the data transmitted.

9.4 Where the Member fails, despite a request in text form, to provide or update information that frutra GbR, as a reporting platform operator within the meaning of the PStTG, must collect under Clause 9.2, frutra GbR reminds the Member twice in text form to provide it. If the second reminder also remains unsuccessful, frutra GbR suspends the Member from further use of frutra and ensures that the Member cannot register again. The suspension takes place no earlier than 60 days and no later than 180 days after the original request. frutra GbR lifts the suspension as soon as the information has been provided. The right to terminate under Clauses 4.5 and 4.8 remains unaffected.

9.5 Where a tax authority notifies frutra GbR under § 25e(4) UStG that a Member is not complying, or not substantially complying, with its VAT obligations, frutra GbR excludes the Member from offering goods via frutra within the deadline set by the tax authority, insofar as § 25e UStG applies to frutra GbR. frutra GbR lifts the exclusion as soon as the tax authority withdraws its notification or notifies frutra GbR that the Member is again complying with its VAT obligations.

10. Prohibited Products

It is prohibited to publish content, offer products or post Requests on frutra which infringe statutory provisions, the rights of third parties, or public morals. In particular, the offering or seeking of foodstuffs that are not marketable, of counterfeit goods, and of products subject to embargo or sanctions regimes is prohibited.

11. General Obligations of Members

11.1 Members are obliged to comply with applicable law when using frutra. It is the responsibility of each Member to ensure that its Offers, Requests or other content are lawful and do not infringe the rights of third parties.

11.2 To ensure transparency between trading partners, the Member must keep the requested company and contact information in its company profile complete, accurate and up to date, in particular company name or name, legal form, an address for service, telephone number and, where applicable, register details and VAT identification number. frutra GbR makes this information, where provided, accessible in the company profile. When posting a Request, the Member may choose that its company name is not displayed to other Members (concealed Request). Offers cannot be concealed. Offers and Requests that are not concealed refer to the company profile. A Member wishing to submit an offer in response to a concealed Request is shown the company name, legal form and address of the requesting Member in the preview before it submits its first offer. The Member's own statutory information obligations remain unaffected.

11.3 The Member is responsible for archiving, on a storage medium independent of frutra, any information viewable on frutra and stored by frutra GbR which it requires for the purposes of preserving evidence, accounting and the like.

11.4 The Member may use addresses, contact data and email addresses obtained through the use of frutra exclusively for the purposes of initiating, concluding and performing transactions via the platform. It is expressly prohibited to resell such data or to use it for sending advertising, unless the Member concerned has previously given its express consent to such use. Clauses 21 and 24.2 remain unaffected.

12. Price Information, Transport Costs

12.1 All purchase prices stated or agreed on frutra are net prices. The selling Member states VAT separately only to the extent it is legally required to do so. The Members are responsible for the VAT treatment of their purchase contract.

12.2 Whether the purchase price agreed between the Members includes the costs of transporting the product depends on the content of the respective purchase contract. The Incoterm 2020 used, if any, is decisive (Incoterms® 2020 of the International Chamber of Commerce).

13. Offers

13.1 Where a Member posts an Offer on the Marketplace, this constitutes a legally binding offer within the meaning of § 145 BGB for the conclusion of a purchase contract. It remains binding, and is displayed to the other Members on the Marketplace, for no longer than the Member determined when posting the Offer on the Marketplace. The Offer is subject to the reservation that the Member may deactivate it earlier and, as long as no purchase contract has been concluded on the basis of it, amend it. Upon deactivation the Offer lapses, and upon amendment the amended Offer replaces the previous one, in each case with effect for the future only. Purchase contracts already concluded remain unaffected. In the event of deactivation, Clause 15.5 governs ongoing negotiations. The Offer is also subject to a reservation of prior sale (“frutraProtect”, see Clause 16). It applies to the remaining quantity shown on the Marketplace from time to time. Once the entire quantity has been sold, the Offer is removed from the Marketplace. Negotiations already in progress remain unaffected. If the Offer does not state a price (shown on the Marketplace as “On request”), it is not an offer within the meaning of § 145 BGB but an invitation to make an offer. Clause 14.1 applies accordingly. Such an Offer cannot be accepted directly and may only be negotiated.

13.2 The other Members may accept the Offer directly if it states a price and a trading unit (packaging). A direct acceptance covers the entire remaining quantity shown, at the price stated. The other Members may negotiate a different quantity or other terms (see Clause 15).

14. Requests

14.1 Where a Member posts a Request, this constitutes an invitation to the other Members to submit a binding offer within the meaning of § 145 BGB for the conclusion of a purchase contract (an “invitatio ad offerendum”, i.e. an invitation to make an offer). The Request is displayed to the other Members on the Marketplace for no longer than the Member determined when posting the Request on the Marketplace, and no longer once the requested quantity has been fully covered.

14.2 The other Members may negotiate the terms of a purchase contract based on the Request (see Clause 15).

15. Negotiations

15.1 Purchase negotiations between Members are structured in such a way that only one Member has the move at any given time. Only that Member can accept the most recently submitted set of negotiation terms of the other Member, submit a counteroffer or end the negotiation. The other Member is bound by the set of negotiation terms it has submitted in accordance with Clause 15.2. Measures taken by frutra GbR under Clause 4, and Clauses 4.7 and 6.13, remain unaffected.

15.2 Every set of negotiation terms submitted (referred to on the platform as an “offer” or “counter offer”) constitutes a legally binding offer within the meaning of § 145 BGB for the conclusion of a purchase contract. A draft that has not been submitted is not binding. The respective set of negotiation terms may be accepted for as long as the Member who submitted it has determined (“valid until”).

15.3 After expiry of the period of validity, the set of negotiation terms can no longer be accepted. The Member who has the move may submit a counteroffer or end the negotiation. The acceptance button is deactivated in that case. Expiry alone does not end the negotiation.

15.4 Every set of negotiation terms is subject to a reservation of prior purchase or prior sale (“frutraProtect”, see Clause 16). Where this reservation applies, the platform indicates that the available quantity is insufficient. A Member who did not post the affected Offer or Request then cannot accept the set of negotiation terms but may only submit a counteroffer or end the negotiation. Where the Member who posted the affected Offer or Request accepts, Clause 16.4 applies.

15.5 When deactivating an Offer or Request of its own, a Member may choose also to end the associated ongoing negotiations in which it has the move. This applies to negotiations that originate from that Offer or Request or in which the Member has linked it to protect its quantity (Clause 16.1). Without this selection, the negotiations continue. Negotiations in which the other Member has the move remain unaffected by this deactivation in all cases. The other Member may accept the deactivating Member’s most recently submitted set of negotiation terms until its validity expires, submit a counteroffer or end the negotiation. The other requirements under Clauses 15 and 16 continue to apply. Purchase contracts already concluded remain unaffected.

16. frutraProtect

16.1 With “frutraProtect”, frutra GbR makes available to Members a technical protection mechanism which, in accordance with the functions of the platform, serves to avoid multiple commitments in respect of the same quantity. “frutraProtect” is designed to ensure that a Member acting as seller does not enter into binding commitments to sell a greater quantity of a given product than it offers, even where the product is offered for sale to several potential buyers in parallel. Equally, “frutraProtect” is designed to ensure that a Member acting as buyer does not enter into binding commitments to acquire more than the quantity sought in its Request, even where it negotiates with several sellers in parallel, in each case over the entire quantity. Where a Member negotiates on another Member's Offer or Request, “frutraProtect” protects the quantity of an Offer or Request of its own only if the Member has expressly linked it in the negotiation. On the platform, this link is called “Contingent protection”. The protection operates vis-à-vis the other party. The Member who posted the affected Offer or Request may exceed the available quantity only after a notice from the platform and a separate express confirmation (Clause 16.4).

16.2 On the platform, “frutraProtect” becomes visible as a notice concerning the available quantity. Further information on how “frutraProtect” works may be provided on a help page or directly within the platform.

16.3 The technical blocks and status displays effected by “frutraProtect” serve exclusively to provide technical support to Members. They do not constitute any guarantee by frutra GbR that a product is in fact available, freely disposable, in conformity with the contract, or capable of delivery.

16.4 Where several declarations of acceptance compete for the same quantity of an Offer or Request, whether by direct acceptance of an Offer or in a negotiation, only the first declaration of acceptance that is fully and correctly processed by the system concludes a purchase contract. An attempted acceptance that the system correctly rejects because availability has already been exhausted or an effective “frutraProtect” block applies does not conclude a purchase contract. By way of derogation, the Member who posted the affected Offer or Request may, after a notice from the platform and a separate express confirmation, accept even beyond the available quantity. In that case the purchase contract is concluded and that Member alone bears the risk of performance. Claims arising from a system malfunction are governed by Clause 20.

17. Ranking, Sorting, Visibility

17.1 Published Offers and Requests on the Marketplace may be viewed by registered users who are logged in, including before their company has been approved. This does not confer a right to use the trading functions under Clause 6.1. The Marketplace displays active, unexpired Offers and Requests from approved companies as well as sample content of frutra GbR under Clause 1.6 labelled as such. Unless the Member selects another order, entries are sorted by creation time in descending order, meaning newest first. Members may filter by Offer or Request type, search and sort the displayed columns by objective criteria such as type, ID, product, quantity, price, fulfilment period or company. Filters, access rights and validity status may determine whether an entry is visible. For a concealed Request (Clause 11.2), the company name and location are not displayed.

17.2 frutra GbR does not offer paid increased visibility and does not prefer its own Offers or Requests or those of companies affiliated with it. Technical test or demonstration content is labelled as such. frutra GbR may develop the sorting further on objective grounds. Any change to the main parameters set out in Clause 17.1 is governed by Clause 26.

18. Product Responsibility

18.1 The Members involved are solely responsible for the marketability, safety, labelling, characteristics, quality, origin, storage, transport and all other statutory or contractual requirements of products offered or sold. frutra GbR is not the manufacturer, importer, distributor or seller of those products.

18.2 The responsible Member indemnifies frutra GbR against third-party claims asserted against frutra GbR because of a product-related legal or contractual breach for which that Member is responsible.

18.3 Clause 19 governs the requirements, scope and limits of the indemnity under Clause 18.2. Accordingly, the indemnity also covers the costs of the necessary legal defence against claims that have actually been asserted and are presented on a substantiated basis (Clause 19.2).

19. Indemnification

19.1 The Member indemnifies frutra GbR against all claims asserted against frutra GbR by other Members or other third parties on account of the infringement of their rights by content posted on frutra by the Member, or on account of other breaches of contractual obligations by the Member. This does not apply insofar as the Member is not responsible for the infringement or breach.

19.2 The indemnity applies only to claims that have actually been asserted and are presented on a substantiated basis. It covers:

the costs of the necessary legal defence of frutra GbR, including all court and lawyers' fees at the statutory rates;
damages payable to third parties that have been determined by a final judgment, acknowledged, or settled with the Member's consent.

19.3 frutra GbR informs the Member of the claim without undue delay and reasonably coordinates the defence with it. The Member provides without undue delay all truthful and complete information needed to review and defend the claim. Without the Member's consent, frutra GbR will not acknowledge a claim or conclude a settlement where this would expand the Member's indemnity. The indemnity does not cover administrative fines or penalties or voluntary payments unless their assumption is legally permissible and expressly agreed.

19.4 The obligation to indemnify does not apply insofar as the claim against frutra GbR is based on conduct for which frutra GbR is itself responsible, in particular on a breach of its own obligations by frutra GbR or its vicarious agents.

19.5 Clause 20 does not limit the Member's indemnity. General statutory principles, including mitigation, contributory fault and the deduction of benefits, remain applicable.

20. Limitation of Liability

20.1 frutra GbR is liable without limitation for intent and gross negligence and for culpably caused injury to life, body or health.

20.2 In cases of simple negligence, frutra GbR is liable only for breach of a material contractual obligation and only for the loss typical of the contract and foreseeable when it was concluded. Material contractual obligations are obligations whose fulfilment is essential to the proper performance of the Platform Use Agreement and on whose performance the Member may regularly rely. These include, in particular, the correct technical processing, transmission and documentation of legally relevant platform declarations and the provision of the core functions required for those purposes.

20.3 The limitations of liability do not apply in cases of fraud (Arglist), an assumed guarantee, mandatory liability under the product liability law applicable at the relevant time or other mandatory law, or to mandatory claims under Article 82 GDPR.

20.4 To the extent tenancy law applies to provision of the platform, strict liability for defects existing at the time of contract conclusion under § 536a(1), first alternative, BGB is excluded.

20.5 This Clause applies correspondingly for the benefit of the partners, legal representatives, employees, agents and vicarious agents of frutra GbR where claims are asserted directly against them.

20.6 Claims for damages become time-barred in accordance with the statutory provisions.

21. Confidentiality Between Members

21.1 Members undertake to keep secret all confidential business information received from other Members in the course of using the platform, and to use it exclusively for the purposes of initiating, concluding and performing transactions via the platform. Confidential business information includes, in particular:

quantities, prices and terms of Offers and Requests;
specifications and product descriptions;
sources of supply and procurement;
customer names and data;
the content of negotiations and draft contracts;
information on business relationships and contractual partners.

Disclosure to third parties, or use for purposes unrelated to the platform, is impermissible without the prior express consent of the Member concerned.

21.2 The obligation under Clause 21.1 does not apply to information which:

was already generally known at the time of communication, or subsequently became generally known through no act of the receiving Member;
was already lawfully known to the receiving Member before the communication, without any obligation of confidentiality;
is lawfully communicated to the receiving Member by a third party without any obligation of confidentiality;
must be disclosed by reason of a statutory, court or official order, in which case the receiving Member informs the Member concerned without undue delay, insofar as this is legally permissible;
is required for the conduct of the receiving Member's own business relationships with third parties, insofar as such information does not reveal the identity of the other Member;
is required for the performance of a purchase contract concluded via frutra and is disclosed only to the third parties engaged for that purpose, such as carriers, warehouse keepers, banks, insurers or testing laboratories, provided that they are bound to confidentiality;
is disclosed to advisers or auditors who are bound to secrecy by law or by contract, such as lawyers, tax advisers or public auditors;
is disclosed to undertakings belonging to the receiving Member's own group of companies, insofar as they take part in initiating, concluding or performing the transaction concerned via frutra and are bound to confidentiality and to use the information only for that purpose;
is required to establish, exercise or defend rights before courts, arbitral tribunals or public authorities.

In the cases of the fourth to ninth items, only the disclosure or use described there is exempt from the obligation under Clause 21.1. In all other respects, the obligation continues to apply to such information.

21.3 The obligation of confidentiality continues to apply after the termination of the Platform Use Agreement, insofar as the information does not fall under one of the exceptions in Clause 21.2. The period of continued application is three years after termination of the Platform Use Agreement.

22. Confidentiality on the Part of frutra GbR

22.1 frutra GbR treats all business information transmitted by Members via the platform as confidential. This includes, in particular, Offers, Requests, the content of negotiations, quantities, prices and business partners. It does not disclose such information to third parties without the consent of the Member concerned.

22.2 The obligation under Clause 22.1 does not apply to the use and disclosure of information for:

the proper operation of the platform under the Platform Use Agreement, in particular storage, display to registered users who are logged in, and technical processing;
the display of individual active Offers and Requests, showing product and quantity but not the company, on the public home page of frutra;
the naming of the Member for advertising purposes in accordance with Clause 2.11;
processors and other service providers engaged (in particular hosting, maintenance, IT security, email, map and payment service providers, including the determination of geographic coordinates from addresses), who are themselves bound to confidentiality;
statutory or official obligations, including obligations under the Platform Tax Transparency Act (PStTG) and other tax, competition or regulatory requirements;
anonymised and aggregated data which does not permit any conclusions to be drawn about individual Members, for statistical, research and platform development purposes, as well as for publication or exploitation as market analysis;
disputes between Members, or between a Member and frutra GbR, insofar as inspection, use or disclosure is necessary to establish the facts, to preserve evidence, or to mediate an amicable settlement.

22.3 frutra GbR in turn obliges its employees, partners, agents and processors to observe confidentiality in accordance with this Clause. The obligation of confidentiality continues to apply after termination of the Platform Use Agreement, insofar as the information does not fall under one of the exceptions in Clause 22.2.

23. Rights of Use in Content

23.1 The Member grants frutra GbR a non-exclusive right to use the content it posts, limited in territory and time to the operation of the platform, insofar as this is necessary for storage, hosting and backup, display, searchability and filtering for registered users who are logged in, display on the public home page under Clause 22.2, moderation and documentation, technical preparation, and for the provision and further development of the platform in accordance with the contract.

23.2 frutra GbR is entitled to transfer the right of use to hosting, IT and processing service providers to the extent necessary. Any transfer or sub-licensing beyond that takes place only with the express consent of the Member. frutra GbR uses the Member's content for advertising purposes only in accordance with Clause 2.11.

23.3 The Member's rights in its content otherwise remain unaffected.

24. Data Protection

24.1 Information on the processing of personal data is provided in the Privacy Policy.

24.2 Insofar as the Member receives personal data of other Members or of the persons acting for them in the course of using the platform (in particular contact data), it is an independent controller under data protection law and must comply with the applicable obligations (in particular the information obligations under Articles 13 and 14 GDPR, and purpose limitation) on its own responsibility.

25. Applicable Law and Place of Jurisdiction

The Platform Use Agreement is governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). For Members who are merchants within the meaning of the German Commercial Code, legal entities under public law, or special funds under public law, Freiburg im Breisgau is the exclusive place of jurisdiction for all disputes arising from the Platform Use Agreement and these GTC. The same applies to Members who have no general place of jurisdiction in Germany. The German version of these GTC, of the Schedule of Fees, of the display of the price plan and of the texts by which consent, acceptance or confirmation is declared shall prevail. Any translations are provided for information purposes only. In the event of discrepancies, the German version shall take precedence.

26. Amendments to these GTC and Severability

26.1 frutra GbR is entitled to adapt these GTC insofar as this is reasonable for Members. Permissible grounds for amendment include, in particular, a change in the applicable law or case law and an adaptation necessitated thereby, technical further developments of the platform, and adaptation to changed market conditions. As regards notification and the taking effect of amendments, a distinction is drawn between editorial adaptations (Clause 26.2) and material amendments (Clause 26.3).

26.2 Purely editorial corrections that do not alter rights or obligations may be published without renewed consent. frutra GbR provides information about such corrections in an appropriate manner and records the version.

26.3 Material amendments, meaning amendments affecting rights, obligations, fees, core functions, contractual penalties, confidentiality or liability, require the Member's express consent for an existing Platform Use Agreement. frutra GbR provides the new version in a storable format before its intended effective date. Clause 2.1 governs how consent is declared and recorded. This Clause applies to amendments to an accepted price plan in accordance with Clause 6.12. Without consent, the amended terms do not apply, and frutra GbR may ordinarily terminate the existing Platform Use Agreement under Clause 4.8. Until consent is given, frutra GbR may block the use of the trading functions (Clause 6.1) by the Member and by any user account that has not yet consented to the new version, where uniform application of the new terms is required for the legally reliable operation of the trading functions. The following remain available: viewing existing information and documents, performance of purchase contracts already concluded, ending ongoing negotiations by the party that has the move, deactivating the Member's own Offers and Requests, support via the feedback form on frutra or by email to info@frutra.de, termination, and the right of access and the other data-subject rights under the General Data Protection Regulation, in particular by email to datenschutz@frutra.de. If frutra GbR blocks the Member's trading functions because the Member has not given its consent, no monthly Base Fee is charged for the duration of that block. Clause 6.6 applies accordingly to the calculation by calendar day. Amendments do not have retroactive effect.

26.4 Should any provision of these GTC be invalid or should these GTC contain a gap, the remaining provisions remain unaffected. The invalid provision is replaced by, and any gap is filled by, the relevant statutory provisions.

26.5 This version applies to new companies when the Platform Use Agreement is concluded. For companies already approved, it replaces in full, for the future and upon their express consent, the GTC and fee rules previously incorporated, in particular the Schedule of Fees previously incorporated. A price plan already accepted does not form part of those fee rules. It continues to apply until it is amended under Clause 6.12 or ends. Where no Platform Use Agreement yet exists with a company already approved, the Platform Use Agreement is concluded upon the company's express consent to this version. Consent declared via the owner account of the company (Clause 2.4) is deemed to be the company's consent. Every other user account consents to this version itself before its own use of the trading functions (Clause 6.1). As long as a user account has not consented to this version, it cannot use the trading functions. As long as the company has not consented to this version via its owner account, frutra GbR may also block the use of the trading functions by the other user accounts of the company. The following remain available: viewing existing information and documents, performance of purchase contracts already concluded, ending ongoing negotiations by the party that has the move, deactivating the Member's own Offers and Requests, support via the feedback form on frutra or by email to info@frutra.de, termination, and the right of access and the other data-subject rights under the General Data Protection Regulation, in particular by email to datenschutz@frutra.de. The version incorporated at the relevant time continues to govern purchase contracts concluded or fees accrued before the new version takes effect. No new fees accrue retroactively.