General terms and conditions of business

§ 1. Scope of Application

These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers ("Buyers"). The General Terms and Conditions of Sale apply only if the Buyer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law within the meaning of § 310 (1) of the German Civil Code.
Our General Terms and Conditions of Sale apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract to the extent that we have expressly agreed to their validity. This requirement for consent also applies if the Buyer refers to its own terms and conditions when placing the order and we have not expressly objected to them.
These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods ("Goods"), in particular packaging, hygiene products, and foodstuffs. It does not matter whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 German Civil Code). The General Terms and Conditions of Sale apply, unless otherwise agreed, in the version valid at the time of the Buyer's order or the version last communicated to the Buyer in writing, as a framework agreement, also for similar future contracts, without the need for us to refer to them again in each individual case.
Individual agreements made with the Buyer (including side agreements, additions, and amendments) and information in our order confirmation take precedence over these General Terms and Conditions of Sale. For the content of such agreements, a written contract or our written confirmation shall be decisive, subject to proof to the contrary.
Legally significant declarations and notifications from the Buyer regarding the contract (e.g. notices of defects, setting of deadlines, withdrawal, or reduction) must be made in writing, i.e., in written or text form (e.g., letter, email, fax). Further statutory requirements for form and additional proof (e.g., in case of doubts about the legitimacy of the declarant) remain unaffected.
If references to the applicability of statutory provisions are made, it should be noted that these are intended to be clarifying. The statutory provisions apply — even if no corresponding clarification has been made — within the limits in which they have not been amended or excluded by the General Terms and Conditions of Sale.

§ 2. Offer and Conclusion of Contract

Our offers are non-binding and subject to change. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards), and other product descriptions or documents (including in electronic form). We retain ownership and copyright over all documents provided to the Buyer in connection with the order. These documents may not be made accessible to third parties unless we have expressly granted the Buyer written permission.
When the Buyer places an order for the goods, this constitutes a non-binding offer to contract under § 145 of the German Civil Code (BGB). Unless otherwise specified in the order, we are entitled to accept this offer within two weeks of its receipt.
The acceptance of the Buyer’s offer can be declared either in writing (e.g., through an order confirmation) or by delivering the goods to the Buyer. If we, as the seller, do not accept the Buyer’s offer within the period specified in clause 2.2, any documents sent to the Buyer must be returned to us immediately.
A contract is concluded as soon as the invoice is issued. The Buyer agrees to the contract by the issuance of the invoice. The invoice serves as the acknowledgment of receipt in accordance with § 151 of the German Civil Code (BGB) and the applicable regulations in Saarland 2024.

§ 3. Prices and Payment Terms

Unless otherwise agreed in writing, our prices valid at the time of contract conclusion apply, ex warehouse, plus statutory VAT. Packaging costs are invoiced separately. If no fixed-price agreement has been made, reasonable price changes due to changes in labor, material, and distribution costs remain reserved for deliveries made 3 months or more after contract conclusion.
In the case of a shipment purchase, the buyer is responsible for the transport costs from the warehouse and the cost of any transport insurance requested by the buyer. If we do not charge the actual transport costs incurred, we will charge a flat rate for transport costs (excluding transport insurance) of €500. Any customs duties, fees, taxes, and other public charges shall be borne by the buyer.
Payment of the purchase price must be made exclusively to the account specified on the reverse side. A discount deduction is only permissible with a special written agreement.
Unless otherwise agreed, the purchase price is due and payable within fourteen days from the invoice date and delivery or acceptance of the goods. However, even in the context of an ongoing business relationship, we are always entitled to perform a delivery wholly or partially only against prepayment. We will declare this reservation at the latest with the order confirmation.
The buyer will be in default if the above payment period expires. During the default, the purchase price will be subject to interest at the statutory default interest rate according to § 288 paragraph 2 of the German Civil Code (BGB), amounting to eight percentage points above the applicable base interest rate (see Annex 1). We reserve the right to claim further damages due to the delay. Our claim for commercial interest according to § 353 of the German Commercial Code (HGB) remains unaffected for merchants.
If it becomes apparent after the conclusion of the contract that our claim for payment of the purchase price is at risk due to the buyer's inability to perform (e.g., due to an application for the opening of insolvency proceedings), we are entitled, according to the statutory provisions, to refuse performance and, if necessary, to withdraw from the contract after setting a deadline (§ 321 BGB). In contracts where the manufacture of unique items (custom-made products) is owed, we may immediately declare withdrawal. The statutory provisions regarding the dispensability of setting a deadline remain unaffected in this regard.

§ 4. Right of Set-Off and Retention

The buyer is only entitled to rights of offset or retention if their claim has been legally established or is uncontested, and their counterclaim arises from the same contractual relationship. In the event of defects occurring during delivery, the buyer's counter-rights, particularly as set out in clause 8.6, sentence 2 of these General Terms and Conditions, remain unaffected.

§ 5. Delivery Time and Delivery Delay

The delivery time will be individually agreed upon or provided by us when accepting the order. If this is not the case, the delivery time is approximately 4 weeks from the conclusion of the contract.
In the event that we are unable to meet the agreed delivery times for reasons not attributable to us, we must inform the buyer of this situation immediately and provide the estimated or new delivery time. If delayed delivery cannot occur even within the newly specified delivery time due to non-availability of the performance, we are entitled to withdraw from the contract, either in whole or in part. Any counter-performance already made by the buyer (in the form of payment) must be refunded immediately. Non-availability of performance is, for example, the case when a timely self-supply by our supplier has not occurred, when we have entered into a corresponding cover transaction, when other disruptions in the supply chain (e.g., due to force majeure) occur, or when we are not obliged to procure the goods in individual cases.
Whether a delivery delay is attributable to us as the seller is determined according to the legal provisions. However, a reminder from the buyer is a prerequisite for a delivery delay by us as the seller. In the case of a delivery delay, the buyer may claim compensation for the delay in the form of a lump sum. The lump sum for damages is 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total, it does not exceed 5% of the delivery value of the delayed goods. We reserve the right to provide evidence that the buyer has not incurred any damage or only a lesser amount of damage than the lump sum stated above.
The rights of the buyer under clause 9 of these General Terms and Conditions and our statutory rights, particularly in the case of exclusion of the performance obligation (e.g., due to impossibility or unreasonable performance and/or subsequent performance), remain unaffected.

§ 6. Delivery, Transfer of Risk, Acceptance, Delay in Acceptance

Delivery is made from our warehouse. The warehouse also serves as the place of performance for delivery as well as for any subsequent performance. If the buyer wishes the goods to be shipped to a different destination (shipment purchase), they will bear the shipping costs. If no agreement has been made, we may determine the method of shipment (packaging, shipping route, carrier).
The risk of accidental loss or deterioration of the goods passes to the buyer upon delivery of the goods. In the case of a shipment purchase, the risk of accidental loss of the goods, accidental deterioration, and the risk of delay pass to the buyer upon delivery of the goods to the carrier or freight forwarder. In the case of an agreed acceptance of the goods, this is decisive for the transfer of risk. Further statutory provisions of the contract law regarding work contracts remain unaffected. Delivery or acceptance of the goods is also deemed to have occurred if the buyer is in default of acceptance.
If the buyer is in default of acceptance or if our delivery is delayed for reasons attributable to the buyer, we are entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs). In such cases, we will charge the buyer a flat-rate compensation of EUR 100 per calendar day (starting from the delivery deadline, or if no delivery deadline is specified, from the notification of readiness for shipment of the goods). Our statutory claims (compensation for additional expenses, reasonable compensation, cancellation) and the proof of higher damages remain unaffected.
The proof of higher damages and our statutory claims (particularly compensation for additional expenses, reasonable compensation, cancellation) remain unaffected; however, the flat rate is to be offset against further monetary claims. The buyer, however, retains the right to prove that no damage or only a significantly lower damage than the above flat rate has occurred.

§ 7. Retention of Title

We retain ownership of the delivered goods until the full payment of all our present and future claims arising from the purchase agreement and an ongoing business relationship (secured claims).
Until the full payment of the secured claims is made, the goods subject to retention of title may neither be pledged to third parties nor transferred as security. The buyer must immediately notify us in writing if an application for the opening of insolvency proceedings is filed, or if third parties (e.g., through garnishments) access the goods that belong to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO), the buyer is liable for the loss we incur.
In the event of a breach of contract by the buyer, particularly in the case of non-payment of the due purchase price, we are entitled, in accordance with the statutory provisions, to withdraw from the contract and/or demand the return of the goods based on the retention of title. A demand for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw. If the buyer fails to pay the due purchase price, we must have set a reasonable deadline for payment that was not met, before enforcing these rights. This only applies if such a deadline is not dispensable according to the statutory provisions.
The buyer is authorized, until further notice according to § 7.4.c, to resell and/or process the goods subject to retention of title in the ordinary course of business. The following provisions apply additionally:
1. Products resulting from the combination, mixing, or processing of our goods are subject to the retention of title for their full value, and we are deemed to be the manufacturer. If, during combination, mixing, or processing with goods from third parties, their ownership rights remain in place, we acquire co-ownership in proportion to the invoice values of the combined, mixed, or processed goods. In all other respects, the same conditions apply to the resulting product as to the goods delivered under retention of title. The buyer also assigns to us, as security, any claims arising from the combination of the goods subject to retention of title with real estate against third parties. We accept this assignment.
2. The buyer hereby assigns to us, as security, all claims arising from the resale of the goods or the products in the total amount of the agreed invoice value (including VAT). We accept the assignment. The buyer’s obligations according to § 7.2 also apply to the assigned claims.
3. The buyer remains authorized, alongside us, to collect the assigned claims. As long as the buyer meets their payment obligations towards us, there is no deficiency in their performance capacity, and we do not assert the retention of title through exercising a right according to § 7.3, we undertake not to collect the claim. If we exercise a right according to § 7.3, we may require the buyer to notify the third parties (debtors) of the assignment, provide all necessary information for the collection, deliver the relevant documents, and inform the debtors of the assignment. Moreover, we are entitled to revoke the buyer’s authority to resell the goods subject to retention of title and their authority to process the goods.
If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice upon the buyer’s request.
The buyer is obligated to treat the purchased goods carefully as long as the ownership has not passed to them. In particular, they are required to insure the goods, at their own expense, against theft, fire, and water damage to their replacement value (note: this is only permissible for the sale of high-value goods). If maintenance and inspection work is required, the buyer must perform this work at their own expense and in a timely manner.

§ 8. Buyer’s Claims for Defects

The buyer’s rights in the event of material and legal defects (including incorrect or incomplete delivery, as well as improper assembly/installation or defective instructions) shall be governed by the statutory provisions, unless otherwise specified below. This does not affect the statutory provisions regarding consumer goods purchases (§§ 474 et seq. BGB) and the buyer's rights from separately issued warranties, especially from the manufacturer.
Agreements regarding the quality and intended use of the goods (including accessories and instructions) made between us and the buyer typically form the basis of our warranty liability. A quality agreement includes all product descriptions and manufacturer’s specifications that are part of the individual contract or that were publicly disclosed by us (particularly in catalogs or on our website) at the time of the conclusion of the contract. In the event that no quality agreement has been made, the determination of whether there is a defect shall be assessed according to § 434 (3) BGB. It should be noted that public statements made by the manufacturer in advertising or on the product label take precedence over statements made by other third parties.
For goods with digital elements or other digital content, it should be noted that we are only obligated to provide and update the digital content to the extent explicitly stipulated in a quality agreement according to Section 8.2. We assume no liability for public statements made by the manufacturer or other third parties.
We are not liable for defects that the buyer knew about or could have known about with gross negligence at the time of the conclusion of the contract, in accordance with § 442 BGB.
The buyer’s claims for defects exist only if the buyer has fulfilled their statutory obligations to inspect and notify (§§ 377, 381 HGB). If the goods are building materials or other goods intended for installation or further processing, an inspection must be carried out immediately before processing. A written notification must be made to us without delay if a defect becomes apparent during delivery, inspection, or at a later time. Obvious defects must be reported in writing within [ ] working days from delivery, and defects that are not immediately recognizable must be reported within the same period from the discovery of the defect. If the buyer fails to properly inspect and/or report defects within the required time frame, we are not liable for defects that were not or not properly reported according to the statutory provisions. This applies even if the defect becomes apparent only after processing, due to the failure to meet the obligations mentioned. In this case, the buyer has no right to claim compensation for "removal and installation costs."
If the delivered goods are defective, we, as the seller, have the choice of either remedying the defect by repair (subsequent performance) or delivering a defect-free item (substitute delivery). If the method of subsequent performance chosen by us is unreasonable for the buyer in a particular case, the buyer may refuse it. However, we reserve the right to refuse subsequent performance under the statutory conditions. Furthermore, we are entitled to make the subsequent performance conditional on the buyer’s payment of the due purchase price. However, the buyer has the right to withhold a proportionate part of the purchase price in relation to the defect.
For subsequent performance, the buyer must grant us the necessary time and opportunity. In particular, the buyer must hand over the goods for which a defect is claimed for inspection purposes. If we carry out a substitute delivery of defect-free goods, the buyer must return the defective goods to us according to the statutory provisions. However, the buyer is not entitled to a right of return.
Unless we have contractually undertaken to do so, subsequent performance does not include the removal, dismantling, or disinstallation of defective goods, nor does it include the installation, attachment, or installation of defect-free goods. However, the buyer retains claims for reimbursement of "removal and installation costs."
The costs required for inspection purposes and for subsequent performance (transport, labor, and material costs, as well as any removal and installation costs) will be reimbursed by us in accordance with the statutory provisions and these General Sales Conditions if a defect is found. However, we may require the buyer to reimburse us for the costs incurred due to an unjustified request for defect rectification, if the buyer knew or should have known that no defect existed.
The buyer has the right to remedy the defect themselves and claim reimbursement of the objectively necessary expenses if an urgent case exists (e.g., danger to operational safety or to prevent disproportionate damage). The buyer must inform us immediately in case of self-repair. If we are entitled to refuse subsequent performance under the statutory provisions, the buyer has no right to self-remedy.
The buyer may withdraw from the contract or reduce the purchase price according to the statutory provisions if a deadline set by the buyer for subsequent performance has passed without result or if the deadline is unnecessary under the statutory provisions. However, in the case of a non-significant defect, the buyer has no right of withdrawal.
Claims by the buyer for reimbursement of expenses in accordance with § 445a (1) BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract regarding the provision of digital products (§§ 445c sentence 2, 327 (5), 327u BGB).
Claims for damages or reimbursement of unnecessary expenses of the buyer (§ 284 BGB) also arise in the event of a defect only in accordance with Section 9 and Section 10.

§ 9. Limitation

The general limitation period for claims arising from defects in the goods (including material or legal defects) is one year from delivery, deviating from § 438 paragraph 1 no. 3 BGB. In the case where acceptance is contractually agreed upon, the limitation period begins with the acceptance.
The limitation period is five years from delivery, according to the statutory regulation (§§ 438 paragraph 1 no. 2 BGB), in the case where the goods are a building or a thing used for the construction of a building, which causes the defect (construction material). This is subject to other statutory provisions concerning limitation (particularly § 438 paragraph 1 no. 1, paragraph 3, §§ 444, 445b BGB).
The limitation periods under the purchase law also apply to contractual and non-contractual claims for damages of the buyer based on defects in the goods, unless the application of the regular statutory limitation according to §§ 195, 199 BGB would lead to a shorter limitation period in the individual case. Claims for damages of the buyer under sections 10.1 and 10.2.a) as well as those under the Product Liability Act shall be subject exclusively to the statutory limitation periods.

§ 10. Other Liability

We, as the seller, are liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions, unless otherwise specified in these General Terms and Conditions, including the following provisions.
Within the framework of liability for fault, we are liable for damages, irrespective of the legal basis, only in the case of intent and gross negligence. In the case of simple negligence, we are liable, subject to statutory limitations on liability (e.g., due diligence in one's own matters; insignificant breach of duty), only:
1. for damages resulting from injury to life, body, or health,
2. for damages resulting from the violation of a fundamental contractual obligation (obligations whose fulfillment is necessary for the proper performance of the contract and on which the contracting party relies or may rely). However, our liability in this case is limited to compensation for the foreseeable, typically occurring damage.
The liability limitations resulting from section 10.2 also apply to third parties and in the case of breaches of duty by persons whose fault we are legally responsible for. If a defect was fraudulently concealed or a warranty regarding the condition of the goods was assumed, the liability limitations do not apply. This also applies to the buyer's claims under the Product Liability Act.
The buyer may only withdraw or terminate due to a breach of duty not arising from a defect if we, as the seller, are responsible for the breach of duty.
The buyer's right of termination (particularly according to §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.

§ 11. Choice of Law and Jurisdiction

These General Terms and Conditions and the contractual relationship between us as the seller and the buyer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, particularly the UN Sales Convention.
If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a public law special fund, our place of business in Saarbrücken shall be the exclusive and also international jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur within the meaning of § 14 of the German Civil Code (BGB).
In addition, we are entitled to file a lawsuit at the place of performance of the delivery obligation under these General Terms and Conditions or any priority individual agreement, or at the general jurisdiction of the buyer. This does not affect mandatory statutory provisions (exclusive jurisdictions).

§ 12 Right of Withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the day you or a third party designated by you, who is not the carrier, takes possession of the goods.

To exercise your right of withdrawal, you must inform us (GS Gastro GmbH, Hans-Großwendt-Ring 1, 66333 Völklingen, gs-gastro@outlook.de, +49 6898 75 99 090) of your decision to withdraw from this contract by means of an unequivocal statement (e.g. a letter sent by post, fax, or email). You may use the attached model withdrawal form, but this is not mandatory.

In order to meet the withdrawal deadline, it is sufficient for you to send the notification of exercising the right of withdrawal before the withdrawal period has expired.

Consequences of Withdrawal

If you withdraw from this contract, we will refund all payments we have received from you, including delivery costs (except for the additional costs arising from your choice of a delivery method other than the least expensive standard delivery offered by us), without undue delay and no later than fourteen days from the day we receive your notice of withdrawal from this contract. We will use the same method of payment for the refund that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged fees for this refund.

We may withhold the refund until we have received the goods back or you have provided proof that you have returned the goods, whichever occurs first.

You must return the goods to us without undue delay and in any event no later than fourteen days from the day you inform us of the withdrawal from this contract. The deadline is met if you send the goods before the period of fourteen days has expired.

You will bear the direct costs of returning the goods.

You are only liable for any loss in value of the goods if this loss in value is due to handling the goods in a way that was not necessary to examine the nature, characteristics, and functioning of the goods.

Model Withdrawal Form:

If you wish to withdraw from the contract, please complete this form and send it back to:

GS Gastro GmbH, Hans-Großwendt-Ring 1, 66333 Völklingen
Phone: +49 6898 75 99 091
Email: info@gsgastro.de

I/We* hereby withdraw from the contract concluded by me/us* regarding:

the purchase of the following goods*: the provision of the following service: ordered on* received on*: Name of the consumer(s): Address of the consumer(s): Signature of the consumer(s) (only if notified on paper): Date:_______________________________________________________________

*Delete as applicable

Date: 12/2024

Contact:
GS Gastro GmbH, Hans-Großwendt-Ring 1, 66333 Völklingen
Email: info@gsgastro.de
Phone: +49 6898 75 99 091

General terms and conditions of business

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