Terms and Conditions

Version 4.1 (27.08.2026). Binding version on the platform: Terms and Conditions.

General Terms and Conditions of frutra GbR

01.08.2026

Preamble

frutra GbR (a German civil-law partnership; partners: Wolfgang Baumann and Samuel Fürle), Lindenmattenstraße 25, 79117 Freiburg, 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". 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) who have registered a Member Account (hereinafter: "Members"). Use by consumers is prohibited. Upon registration, the Member warrants that it is an entrepreneur within the meaning of § 14 BGB; frutra 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. Insofar as such notifications contain legally relevant declarations, these are deemed to have been made by and against the party concerned. 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 or contractual obligations under the Platform Use Agreement pursuant to Clause 2 of these GTC.

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 Member Account is activated. Nevertheless, it cannot be ruled out that incorrect data has been stored for a Member Account. 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 identifiable on the platform as test or demonstration content and is not presented as genuine Offers or Requests.

2. Platform Use Agreement; Referencing

2.1 The use of frutra requires registration of a company and activation by frutra GbR. Registration as such is free of charge. By expressly accepting these GTC, the Schedule of Fees and the price plan displayed for the company, followed by activation, one 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. The Privacy Policy is acknowledged; acknowledging it is not consent under data protection law. The accepting person represents that they are authorised to represent the company. frutra records acceptance at company level, including document type, version and checksum, price plan, time, language, accepting person and documented basis of authority. 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. 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 The registration of a legal entity or a partnership may only be carried out by a natural person authorised to represent it, who must be named. Only individual persons may be designated as holders of the Member Account upon registration.

2.5 If the data provided changes after registration, the Member is itself obliged to correct the details in its Member Account without delay.

2.6 Registration is effected using an email address and a password, with which the Member 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 keep its password confidential and to secure access to its Member Account carefully. The Member is obliged to inform frutra GbR in text form without undue delay if there are indications that a Member Account has been misused by third parties. Where provided by frutra, the Member must activate and use multi-factor authentication (for example a time-based one-time code) in order to increase account security. Where the Member has activated multi-factor authentication provided by frutra 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 its Member Account, 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, in whole or in part, to a third party (hereinafter: "legal succession"). frutra GbR will inform the Member of this 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 notice period. 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 who are not consumers, to fulfil the obligations under § 312i(1) sentence 1 nos. 1 to 3 BGB, in particular not to provide technical means for the early detection and correction of input errors, not to provide the information pursuant to Article 246c no. 3 EGBGB (Introductory Act to the German Civil Code), and/or not 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), without any legal obligation arising from this.

2.11 frutra GbR is entitled, for advertising purposes, to make the fact of membership public and to name and use the Member's company name and company logo on frutra, unless the Member objects. The Member may object at any time in text form (for example by email to info@frutra.de) or deactivate such use in its Member Account; upon receipt of the objection, frutra GbR will remove the relevant references without undue delay, insofar as this is possible with reasonable effort. The same right and the same possibility of objection apply to the customary referencing of membership outside frutra in trade media and vis-à-vis associations. 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 certain conditions, such as verification of registration data, proof of payment, or a trade or commercial register extract.

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. 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:

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, frutra must take account of unsuccessful milder measures 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:

4.4 frutra GbR is entitled to suspend a Member Account 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 permanently exclude a Member from the use of frutra for good cause. Good cause exists in particular where the Member:

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.

4.6 Renewed registration following a permanent suspension requires frutra GbR's prior express consent.

4.7 The Member may terminate the entire Platform Use Agreement at any time in text form. 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; actual receipt by frutra is decisive. 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. To the extent technically and legally required, the Member retains read and settlement access to existing purchase contracts, contract documents, invoices and its own exportable records and may reject outstanding declarations, but it may not initiate new business or negotiations. Closing a personal user account does not terminate the company-level 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'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 — in particular legal obligations, official orders or a significant risk to enforcement or fact-finding — preclude full information, the communication is limited to the extent legally permissible.

4.10 Where a measure under Clause 4.1 is lifted, frutra GbR restores the previous state of the Member Account as quickly as is technically possible.

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 Clause 9, or following notification by a tax authority under Clause 9, remain unaffected. In the case of such measures, the effects, the right of complaint and the information obligations under Clauses 4.3 to 4.11 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 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 acknowledges receipt and informs the reporting person of its decision where required by law. Reports are processed diligently, objectively, promptly and not solely by automated means. Mandatory notice-and-action requirements, in particular Article 16 of Regulation (EU) 2022/2065, remain unaffected.

6. Fees and Other Charges; Schedule of Fees

6.1 Registration with frutra is free of charge. From 1 October 2026 at 00:00 Europe/Berlin, the Schedule of Fees incorporated into the Platform Use Agreement and the company-level price plan apply to use of the trading functions. Producers pay no monthly Base Fee and a Closing Fee of 1.00%. Traders pay a monthly Base Fee of €199.00 and a Closing Fee of 0.50%. Transitional rules, assessment basis, fee periods and payment terms are set out conclusively in the Schedule of Fees.

6.2 The Schedule of Fees forms an integral part of these GTC and is expressly incorporated under Clause 2.1. The version validly agreed with the Member is available on the platform and may be stored in reproducible form. Amendments are governed by Clause 26.3.

6.3 The fees applicable are determined by the Member's company type (in particular producing business or Trader). frutra GbR assigns the company type according to the Member's actual business model on the basis of appropriate, objective 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. Where a correction results in a fee consequence less favourable to the Member, it takes effect only with the Member's consent. If the Member refuses consent, frutra GbR is entitled to terminate the Platform Use Agreement in text form with effect from the end of the current Fee Period, or, in the absence of a current Fee Period, giving 30 days' notice to the end of the month.

6.4 All monetary amounts stated in these GTC and in the Schedule of Fees are net amounts in euros and are exclusive of VAT at the applicable statutory rate. The Closing Fee is owed by the selling company. It 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). Subsequent deviations in performance, in particular short deliveries or excess deliveries, do not affect the Closing Fee.

6.5 The monthly Base Fee is invoiced electronically for the relevant service month. 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. If the stated amount remains unpaid after seven full calendar days have elapsed from the due date, frutra may, after manually verifying the outstanding amount, restrict new trading actions until the matter is resolved. Reading, document access and rejection remain available. A timely, substantiated objection to the invoice suspends any automated restriction or termination until the objection has been reviewed. Before termination at month-end, frutra sends a final payment reminder and manually rechecks the amount. No new paid service month begins while an earlier month is unresolved. Passage of time alone and internal billing, data or export errors do not trigger a restriction or termination. Existing purchase contracts and accrued claims remain unaffected.

6.6 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. Electronic invoices are deemed received as soon as they are retrievable under ordinary circumstances (in particular upon arrival in the email account designated by the Member). Due dates and payment terms follow from the Schedule of Fees.

6.7 Due dates and statutory payment default are governed by the Schedule of Fees, the information on the invoice and, otherwise, the statutory provisions. The technical grace period under Clause 6.5 does not determine the commencement of statutory default.

6.8 Members may set off claims against claims of frutra GbR arising from credit notes not yet issued, and from due and/or future claims, only where such claims have been established by a final court decision or are undisputed.

6.9 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 loss has been incurred at all, or that the loss is substantially lower. No flat-rate expense allowance and no fee for the reactivation of a suspended Member Account are charged.

6.10 Clause 26.3 applies to amendments to the Schedule of Fees taking effect for existing contracts.

7. Free Period and Transitional Base Fee in 2026

7.1 For contracts concluded via frutra before 1 October 2026 at 00:00 in the Europe/Berlin time zone, the Closing Fee is EUR 0.00. No monthly Base Fee is charged for periods before that time. From that time onwards, only the fees effectively agreed under Clause 6 and the Schedule of Fees apply.

7.2 Traders whose existing-customer status was expressly reviewed, confirmed and documented by frutra with a specific evidence reference before acceptance of the price plan pay a transitional monthly Base Fee of €125.00 net from 1 October through 31 December 2026 inclusive. By accepting that price plan they also agree that the monthly Base Fee automatically becomes €199.00 net from 1 January 2027. Technical legacy data or previous tariff flags do not, on their own, establish existing-customer status. The Closing Fee remains 0.50%.

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 purchase contracts which were negotiated via frutra outside 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 and specifications), 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 its essential characteristics (product type, quantity, specifications, delivery date) correspond to the Offer negotiated via frutra.

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:

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:

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 forgone under Clause 6 in conjunction with the Schedule of Fees; depending on the gravity of the breach — in particular intent, repetition, and the extent of the damage to the integrity of the platform — 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. 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 set off against any such claim for damages. 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 — "DAC7") and under §§ 22f, 25e of the German VAT Act (UStG).

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

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, generally 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 refuses to provide or update the information required under Clause 9.2 despite two requests in text form and the setting of a reasonable deadline, frutra GbR is entitled to suspend the Member Account temporarily and, following the unsuccessful expiry of a further reasonable grace period, to terminate for cause. Where a tax authority informs frutra GbR that a Member is not complying, or not substantially complying, with its VAT obligations, and sets a corresponding deadline, the same applies accordingly.

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 not fit for marketing, 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 profile complete, accurate and up to date, in particular company name or name, legal form, an address for service, electronic contact address and, where applicable, register details and VAT identification number. frutra makes this information accessible in the company profile; Offers and Requests refer to that profile. Where a Member's identity is lawfully concealed initially, the information required for contract conclusion is disclosed no later than before a legally binding declaration is made or accepted. 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 must not use addresses, contact data and email addresses obtained through the use of frutra for any purpose other than contractual and pre-contractual communication. It is expressly prohibited to resell such data or to use it for sending advertising, unless the Member concerned has previously consented to such use.

12. Price Information, Transport Costs

12.1 All purchase prices stated or agreed on frutra are net prices. The selling Member charges VAT 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 as long as the Member determined when posting the Offer on the Marketplace. The Offer is subject to prior sale ("frutraProtect", see Clause 16). Where this reservation applies, this is made clear by a system message ("frutraProtect"). In that case the "Buy" button is deactivated and only further negotiation is possible.

13.2 The other Members may accept the Offer or negotiate on it (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 as long as the Member determined when posting the Request on the Marketplace.

14.2 The other Members may negotiate on the Request (see Clause 15).

15. Negotiations, "frutraProtect"

15.1 Purchase negotiations between Members are structured in such a way that only one Member has the move at any given time. This means that only that Member can bring the purchase negotiations to a conclusion or continue negotiating.

15.2 Every set of negotiation terms submitted constitutes a legally binding offer within the meaning of § 145 BGB for the conclusion of a purchase contract. 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. Only further negotiation is then possible. The corresponding "Sell" or "Buy" button is deactivated in that case.

15.4 Every set of negotiation terms is subject to prior purchase or prior sale. Where this reservation applies, this is made clear by a system message ("frutraProtect"). In that case the "Buy" or "Sell" button is deactivated and only further negotiation is possible.

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 bindingly 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 bindingly acquire more than the quantity it actually wishes to acquire, even where it negotiates with several sellers in parallel, in each case over the entire quantity.

16.2 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 negotiations concern the same sales quantity, 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. Claims arising from a system malfunction are governed by Clause 20.

17. Ranking, Sorting, Visibility

17.1 The Marketplace displays active, unexpired Offers and Requests from approved companies. 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, validity status and permitted anonymity may determine whether an entry is visible.

17.2 frutra does not offer paid increased visibility and does not prefer its own Offers or Requests or those of affiliated companies. Technical test or demonstration content is labelled as such. frutra may objectively develop the sorting mechanism further; a material change to the main parameters will be explained transparently.

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 is not the manufacturer, importer, distributor or seller of those products.

18.2 In accordance with Clause 19, the responsible Member indemnifies frutra against justified third-party claims asserted because of a product-related legal or contractual breach for which that Member is responsible.

18.3 Clause 19 of these GTC applies accordingly.

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 where the Member is not responsible for the infringement.

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

19.3 frutra informs the Member of the claim without undue delay and reasonably coordinates the defence with it. The Member promptly provides all truthful and complete information needed to review and defend the claim. Without the Member's consent, frutra will neither acknowledge the claim nor conclude a settlement that 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 frutra GbR's own obligations or those of 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 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 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 fraudulent concealment, 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 frutra's partners, legal representatives, employees, agents and vicarious agents 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:

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:

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 — in particular Offers, Requests, the content of negotiations, quantities, prices and business partners — as confidential. 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:

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 vis-à-vis other authorised Members, 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, sub-licensing or advertising use beyond that takes place only with the express consent of the Member; the advertising provision under Clause 2.11 remains unaffected.

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

24. Data Protection

24.1 The processing of personal data by frutra GbR takes place in accordance with the Privacy Policy applicable at the relevant time, available on frutra.

24.2 Insofar as the Member receives personal data of other Members or their employees 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 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; Severability Clause

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 acceptance. frutra provides information about such corrections in an appropriate manner and records the version.

26.3 Amendments affecting rights, obligations, fees, core functions, contractual penalties, confidentiality or liability require the Member's express acceptance for an existing Platform Use Agreement. frutra provides the new version in a storable format before its intended effective date and records acceptance at company level. Without acceptance, the amended terms do not apply; frutra may ordinarily terminate the existing Agreement under Clause 4.8. Until acceptance, frutra may block new trading actions where uniform application of the new terms is required for their legally reliable operation. Reading, document access, performance of existing purchase contracts, rejection, support, termination and data-subject rights remain available. Amendments do not have retroactive effect.

26.4 Should any provision of these GTC be invalid or 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 registered, their express acceptance replaces in full, for the future, the GTC and fee rules previously incorporated. Before acceptance, no new Offers, Requests, negotiations, counteroffers, acceptances or other new contract conclusions via frutra are possible. Access to existing information and documents, performance of existing purchase contracts, rejection and withdrawal of outstanding declarations, support, termination, data access and data-subject rights remain available. 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.