Terms and Conditions

1. General, scope of application
1.1 The legal relationship between Gastro-Gerätebau GmbH (hereinafter: GGB) and the Customer in connection with the deliveries and/or services of the Supplier (hereinafter: Deliveries) shall be governed exclusively by these General Terms and Conditions of Sale and Delivery, also for all future deliveries and/or services. General terms and conditions of the Customer shall only apply insofar as GGB has expressly agreed to them in writing. The scope of the deliveries shall be determined by the mutually agreed written declarations.
1.2 These General Terms and Conditions of Sale and Delivery apply only to companies within the meaning of Section 310 (1) of the German Civil Code (“BGB”).
1.3 Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or written confirmation by GGB shall be decisive for the content of such agreements.

2. Offer, offer documents
2.1 If the order qualifies as an offer pursuant to Section 145 BGB, GGB may accept it within four weeks.
2.2 GGB reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings and other documents - also in electronic form. The documents may only be made accessible to third parties with the prior consent of GGB and must be returned to GGB immediately upon request if the order is not placed with GGB. This also applies in particular to written documents that are designated as "confidential".

3. Prices, terms of payment, counterclaims
3.1 Unless otherwise stated in the order confirmation, GGB's prices shall apply "ex works" plus the applicable value added tax without packaging; packaging shall be invoiced separately.
3.2 In the case of contracts with an agreed delivery period of more than three months or in the case of a delay in delivery of more than eight weeks for which GGB is not responsible, GGB reserves the right to increase the prices if significant changes in the applicable raw material, material, energy, personnel costs or costs for public charges have occurred after conclusion of the contract and GGB is not responsible for these changes.
3.3 The deduction of discounts requires a separate written agreement.
3.4 The customer may only offset or exercise a right of retention with claims that are undisputed or have been legally established. In addition, the customer is only authorized to exercise the right of retention to the extent that his counterclaim is based on the same contractual relationship. In all other respects, the provisions of clause 8.4 shall apply.

4. Delivery time, delay
4.1 The commencement of the delivery period stated by GGB is subject to the clarification of all technical questions as well as the timely receipt of all documents to be supplied by the Customer, the necessary approvals and releases, in particular of plans. Compliance with the delivery obligation of GGB also requires the timely and proper fulfillment of all due payment obligations of the Customer and, if applicable, the provision of agreed securities. The defense of non-performance of the contract remains reserved.
4.2 If non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riot or similar events, such as strike or lockout, the deadlines shall be extended accordingly. The same applies in the event of late or improper delivery to GGB by an upstream supplier.
4.3. GGB shall only be liable for a delay in delivery in the event of intent or gross negligence or due to injury to life, body or health. In the event of liability, the Customer may demand compensation of 0.5% for each completed week of delay, but not more than a total of 5% of the price of that part of the Deliveries which could not be put to the intended use because of the delay, provided that the Customer can credibly demonstrate that it has suffered a loss therefrom. The above provisions do not imply a change in the burden of proof to the detriment of the Customer. If dispatch or delivery is delayed at the request of the Customer by more than two weeks after notification of readiness for dispatch, the customer may be charged a storage fee of € 8.00/m2 for the part ready for dispatch for each week or part thereof. The contracting parties are at liberty to prove higher or lower storage costs.

5. Transfer of risk
5.1 Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.
5.2 The risk shall pass to the Customer as follows, even in the case of carriage paid delivery:
a) for Deliveries without installation or assembly, if they have been dispatched or collected. At the request and expense of the Customer, the Supplier shall insure deliveries against the usual transportation risks;
b) in the case of Deliveries with installation or assembly, immediately after installation or assembly has been completed or after a faultless trial run, if the latter has been agreed.
5.3 If dispatch, delivery, the start, performance or completion of installation or assembly, acceptance by the Customer/operator or trial operation is delayed for reasons for which the Customer is responsible or if the Customer is in default of acceptance for other reasons, the risk shall pass to the Customer at the moment of default of acceptance.

6. Retention of title
6.1 GGB retains title to the delivery item until all payments arising from the delivery contract have been received. In the event of breach of contract by the Customer, in particular default of payment, GGB shall be entitled to take back the delivery item. The taking back of the delivery item by GGB constitutes a withdrawal from the contract.
6.2 The Customer is obliged to treat the delivery item with care during the retention of title; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value until the purchase price has been paid in full. If maintenance and inspection work is required, the Customer must carry this out in good time at his own expense.
6.3 The Customer is prohibited from pledging or assigning the delivery item as security. In the event of seizure or other dispositions and interventions by third parties, the Customer must inform GGB immediately.
6.4 During the existence of the retention of title, the Customer is only permitted to resell the goods in the ordinary course of business and under the condition that the Customer receives payment from his Customer or makes the reservation that the title shall not pass to the Customer until the Customer has fulfilled his payment obligations. The Customer hereby assigns to GGB by way of security all claims in the amount of the final invoice amount (including VAT) of the GGB claim against the Customer, including all ancillary rights, without the need for further declarations. The Customer shall remain authorized to collect this claim even after the assignment. The authorization of GGB to collect the claim itself remains unaffected by this. However, GGB undertakes not to collect the claim as long as the Customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended. If, however, one of the last-mentioned variants occurs, GGB can demand that the Customer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.
6.5 The processing or transformation of the delivery item by the Customer shall always be carried out for GGB. If the delivery item is processed or mixed with items that do not belong to GGB to form a new item, GGB shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed or mixed items at the time of processing or mixing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title. In the event of inseparable mixing in such a way that the item of the Customer or his Customer is to be regarded as the main item, the Customer is obliged to transfer ownership to GGB on a pro rata basis and to keep it safe for GGB.
6.6 To secure the claims of GGB, the Customer also assigns the claims which accrue to him against a third party through the connection of the delivery item with a property, without the need for further declarations.
6.7 GGB undertakes to release the securities to which it is entitled at the request of the Customer to the extent that the realizable value of these securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is incumbent on GGB.
General Terms and Conditions of Sale and Delivery of Gastro-Gerätebau GmbH (as at 04/2024)

7. Installation and assembly
Unless otherwise agreed in writing, the following provisions shall apply to the installation and assembly of the delivery item:
7.1 The Customer shall, at his own expense, take over and provide in good time and maintain for the duration of the work:
a) all earthworks, construction work and other ancillary work outside the industry, including the necessary skilled and unskilled labor, building materials and tools,
b) all official permits, e.g. welding permit (fire supervision),
c) the equipment and materials required for assembly and commissioning, such as scaffolding, elevators, hoists, forklifts and other devices, fuels and lubricants,
d) energy and water at the point of use, including connections, heating and lighting,
e) sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, apparatus, materials, tools, etc. at the installation site and adequate working and recreation rooms for the installation personnel, including sanitary facilities appropriate to the circumstances; in addition, the Customer shall take the same measures to protect the property of the Supplier and the installation personnel at the construction site as it would take to protect its own property,
f) protective clothing and protective devices that are required due to special circumstances at the installation site.
7.2 Before the start of the installation work, the Customer must provide the necessary information on the location of concealed electricity, gas and water pipes or similar installations as well as the necessary structural data without being requested to do so.
7.3 Before the start of installation or assembly, the materials and objects required for the start of the work must be available at the installation or assembly site and all preparatory work must have progressed to such an extent that the installation or assembly can be started as agreed and carried out without interruption. Access routes and the installation or assembly site must be leveled and cleared and must be freely accessible to GGB and the assembly personnel commissioned by GGB free of charge.
7.4 If the installation, assembly or commissioning is delayed due to circumstances for which GGB is not responsible, the Customer shall bear the costs for waiting time, for additionally required travel or extended stays of GGB employees or of the assembly personnel commissioned by GGB.
7.5 If GGB demands acceptance of the delivery after completion, the Customer must carry this out within two weeks. If this is not done, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place if the delivery has been put into use (if applicable, after completion of an agreed test phase).
7.6 For the take-back of packaging in accordance with Section 15 para. 1 sentence 1 of the Packaging Act), the Customer shall assume the take-back obligations of GGB and shall ensure the take-back as well as the professional and proper recycling of the packaging at its own expense. The Customer shall also provide all reasonable cooperation to enable GGB to comply with the documentation obligations under the Packaging Act. The Customer shall indemnify GGB against all costs and damages arising from claims by third parties, in particular authorities, insofar as these are based on the fact that he has not or not properly carried out such an act of cooperation or has not properly fulfilled the assumed obligation to take back the packaging. Deviating agreements must be agreed in text form.

8. Liability for defects
8.1 Claims for defects on the part of the Customer presuppose that the Customer has duly fulfilled its obligations to inspect and give notice of defects in accordance with Section 377 German Commercial Code (“HGB”) and has notified GGB of defects immediately and in writing.
8.2 In the event of timely and justified complaints of defects, the cause of which already existed at the time of the transfer of risk, GGB shall remedy the defect at its discretion either by repair, replacement of parts or replacement delivery.
8.3 GGB shall be granted the opportunity for subsequent performance within a reasonable period of time.
8.4 In the event of claims for defects, the Customer may only withhold payments that are in reasonable proportion to the material defects that have occurred. The Customer shall have no right of retention if his claims for defects are time-barred. If the notice of defects is unjustified, GGB shall be entitled to demand reimbursement of the expenses incurred from the Customer.
8.5 If the parts and services are shipped abroad, the Customer's warranty claims shall be limited to a reduction in price.
8.6 The Customer shall have no claim to expenses incurred for the purpose of subsequent performance due to the fact that the delivery item has subsequently been moved to a location other than the Customer's registered office. This shall not apply if the relocation was in accordance with the intended use. This also applies to claims for reimbursement of expenses by the Customer in accordance with Section 445a BGB, provided that the last contract in the supply chain was not a purchase of consumer goods.
8.7 If the subsequent performance fails, the Customer may withdraw from the contract or reduce the purchase price or remuneration, without prejudice to any claims for damages pursuant to clause 8.11.
8.8 Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality or in the event of only insignificant impairment of usability.
8.9 If the Customer or third parties carry out improper modifications or repair work on the delivery item, there shall also be no claims for defects for these and the resulting consequences.
8.10 The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This period shall not apply if the law prescribes longer periods in accordance with Section 438 para. 1 no. 2 BGB (buildings and items for buildings) and Section 634a para. 1 no. 2 BGB (construction defects) as well as in the case of intent, fraudulent concealment of the defect or non-compliance with a quality guarantee. The limitation period in the case of a delivery recourse according to Section 445 b BGB remains unaffected.
8.11 GGB shall be liable for defects in the event of intent or gross negligence, fraudulent concealment of defects, culpable injury to life, body or health or under the Product Liability Act in accordance with the law. In the event of an assumed guarantee, GGB shall be liable in accordance with any guarantee provisions. A change in the burden of proof to the detriment of the Customer is not associated with the above provisions. Any further claims of the Customer or claims other than those regulated in this clause 8. due to a material defect are excluded.
8.12 For defects caused by simple negligence, GGB shall only be liable in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer regularly relies and may rely, limited to compensation for foreseeable and typical damage.
8.13 In all other cases, the liability of GGB is excluded.

9. Other claims for damages, statute of limitations
9.1 GGB shall be liable for other claims for damages in the event of intent or gross negligence, fraudulent intent, culpable injury to life, body or health or under the Product Liability Act in accordance with the law. In the event of an assumed guarantee, GGB shall be liable in accordance with any guarantee provisions.
9.2 GGB shall only be liable for damages due to simple negligence in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer regularly relies and may rely, limited to compensation for foreseeable and typical damages.
9.3 In all other cases, the liability of GGB is excluded.
9.4 The limitation period for other claims for damages is 12 months, calculated from the start of the statutory limitation period. The same applies to claims of the Customer in connection with measures to avert damage (e.g. product recalls). In the case of claims for damages under the Product Liability Act, the statutory limitation provisions shall apply.

10. Place of jurisdiction, place of performance
10.1 Unless expressly agreed otherwise with the Customer, the place of performance for all services shall be the registered office of GGB.
10.2 The contracting parties agree to the exclusive jurisdiction of the court at the registered office of GGB for all disputes arising from and in connection with this contract, to the extent permitted by law. However, GGB is also entitled to appeal to the courts with jurisdiction for the Customer's place of business.
10.3 The law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11. Final provision
The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to the contract would represent an unreasonable hardship for one of the parties.