General Terms and Conditions Cargogusto GmbH

General Terms and Conditions of Carogusto Deutschland GmbH,

Status: September 2022

  1. Scope of application, deviating terms and conditions, future business, priority agreements, written form for legally relevant declarations
    • These General Terms and Conditions (hereinafter referred to as "GTC") shall apply to all offers and declarations of acceptance of Carogusto Deutschland GmbH (hereinafter referred to as "CG"), to all deliveries of products, provision of services and other services of CG (including cost estimates, ancillary services, consultations and information) as well as to all contracts which CG concludes with the Buyer or Principal (hereinafter referred to as "Client") on the seller‑ , supplier and contractor side. The GTC shall only apply to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law pursuant to § 310 para. 1 sentence 1 BGB.
    • These GTC shall apply exclusively. Any terms and conditions of the Customer that conflict with or deviate from these GTC shall not apply unless CG has expressly agreed to them in an individual case.
    • These GTC shall apply in their respective version within the framework of ongoing business relations also to all future contracts, even if they are not expressly agreed again.
    • Individual agreements (including individual subsidiary agreements, supplements and amendments) with the customer and deviating information in the offers/declarations of acceptance take precedence over the GTC.
    • Legally relevant declarations and notifications which the customer has to make to CG after the conclusion of the contract (e.g. setting of deadlines, notifications of defects, declarations of withdrawal or reduction) must be made in writing in order to be effective. Legal formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the person making the declaration, shall remain unaffected.
  2. Written/text form, offers, conclusion of contract
    • Offers and declarations of acceptance, amendments and other ancillary agreements and arrangements made prior to or upon conclusion of the contract must be made in writing or text form (letter, fax, e-mail; hereinafter collectively "in writing") to be legally effective.
    • Unless expressly designated or agreed as binding, offers made by CG, in particular with regard to price, quantity and delivery period, shall not be binding. Customer shall be bound by its offer for three (3) weeks. A valid contract shall only come into existence upon written confirmation of the offer received by CG, at the latest, however - insofar deviating from clause 1 - by delivery or performance of the service.
    • If the written confirmation sent by CG differs from the offer (order) of the Customer, the contract shall be deemed concluded under the terms and conditions confirmed by CG, unless the Customer objects (i) with respect to ordered Sisisi® menus within 24 hours and (ii) with respect to ordered Qeamer® within five (5) days, in each case in cases (i) and (ii) after receipt of the written confirmation by CG from the Customer. The time limit shall be deemed to have been complied with if the Customer's objection is received by CG in writing within the time limit set pursuant to this provision.
  3. Products, specifications, best-before date, storage and dispensing of Sisisi® menus
    • Technical data of products, documentation, descriptions, illustrations, information concerning dimensions and properties as well as information on standards (hereinafter "specification") are for information purposes only and shall not be deemed to be a warranted property of a product unless CG expressly assures such property in writing. CG reserves the right to make changes to the products, the specifications, packaging and services at any time and to remove products or services from the range.
    • The best-before date ("BBD") of the Sisisi® menus as indicated on the packaging will be at least 21 (twenty-one) calendar days at the time of delivery within the meaning of clause 2 of these GTC shall be at least 21 (twenty-one) calendar days.
    • If CG is obliged as a result of a statutory or official order to make not merely insignificant changes to specifications, CG shall immediately notify in writing a customer affected thereby who has not yet been supplied under a validly concluded contract. In this case, the customer shall be entitled to withdraw from the contract within the time limits set forth in sec. 3 within the time limits set out in clause 2. The time limit shall be deemed to have been observed if the customer's withdrawal is received by CG in writing within the time limit specified in sec. 2.3 in writing within the period specified in clause.
    • The Customer itself is responsible for the proper storage and distribution of the delivered Sisisi® menus to end customers as well as for compliance with all hygiene requirements and food law requirements; including, to the extent required by applicable law, the notification of the activity as a food business operator and the continuous supervision of the self-service shelves by the sales staff.
  4. Prices
    • The current prices at the time of the conclusion of the contract shall apply.
    • Prices are quoted in Euro EX WORKS (EXW) ex shipping location Crailsheim (Incoterms® 2020) plus statutory VAT, unless expressly agreed otherwise.
  5. Delivery, partial deliveries, non-availability of performance force majeure, self-delivery, delay in delivery, liability, under-delivery
    • Unless otherwise stated or agreed by CG, delivery dates and delivery periods are non-binding. If binding delivery dates or periods are agreed but cannot be met for reasons for which CG is not responsible ("non-availability of performance"), CG shall inform the Customer thereof without undue delay and at the same time notify the Customer of the expected new delivery period. If the service is also not available within the new delivery period, CG shall be entitled to withdraw from the contract in whole or in part; CG shall immediately refund any consideration already paid by the customer. Non-availability of the service shall be deemed to exist, for example, in the event of late delivery by (upstream) suppliers (cf. sec. 5), in the event of other disruptions in the supply chain, for example due to force majeure (cf. sec. 5.4) or if CG is not obliged to procure in the individual case.
    • Deliveries shall be made EX WORKS (EXW) from the shipping location Crailsheim (Incoterms® 2020), unless expressly agreed otherwise.
    • Partial deliveries are permissible to an extent that is reasonable for the customer.
    • In the event of force majeure or other unforeseen events, e.g. operational disruptions, official measures, lawful strikes, natural disasters, sabotage, fire, pandemics, epidemics, destruction/damage of production facilities or sites, border closures, restrictions on the movement of goods, sanction lists, export or import restrictions), which temporarily prevent CG from supplying a product/service to the agreed date or time without any fault on its part or attributable to it. -border closures, restrictions on the movement of goods, sanction lists, export or import restrictions) which temporarily prevent CG from delivering/supplying a product/service on the agreed date or within the agreed period through no fault of its own or attributable to CG, the agreed dates and periods shall be extended by the period of the disruption to performance caused by these circumstances plus a reasonable restart period. If such a disruption leads to a delay in performance of more than four months, both parties to the contract, but the customer only after setting a reasonable deadline, are entitled to withdraw from the contract. Statutory rights of withdrawal remain unaffected by this.
    • CG shall not be in default vis-à-vis the Customer in the event of non-delivery or late delivery by its (upstream) suppliers, unless CG is responsible for the non-delivery or late delivery by its suppliers. If it is certain that CG is not supplied with the ordered goods (in particular also with raw and auxiliary materials as well as operating resources) for reasons for which CG is not responsible, CG shall be entitled to withdraw from the contract with the Customer.
    • In the event of a delay in delivery, CG shall be liable for claims for damages in accordance with the provisions in sec. 10. However, in the event of slight negligence, the damages for delay to be compensated by CG shall be limited to 0.5 % of the value of the delayed delivery or partial delivery for each completed week, but not more than 5 % of the value of the delayed (partial) delivery.
    • CG shall be entitled, to a reasonable extent for the customer, to make production-related underdeliveries
  6. Default of acceptance

The client shall ensure the proper acceptance of the products. If the customer is in default of acceptance or culpably violates other duties to cooperate, CG shall be entitled, without prejudice to its other rights, to store the products (in particular Sisisi® menus and Qeamer®) appropriately at the risk and expense of the customer. In the event of storage by CG, the storage costs shall amount to 0.25% of the net purchase price of the goods to be stored per full week. CG reserves the right to claim and prove further or lower storage costs.

  1. Terms of payment, default of payment, set-off/retention, deterioration of assets, electronic invoicing, SEPA mandate
    • Unless otherwise stated or agreed, CG's invoices shall be due and payable without any deduction within thirty (30) days from the date of invoice and delivery.
    • In the event of default in payment, CG shall be entitled to claim interest in the amount of 9 percentage points above the respective base interest rate as well as the statutory flat-rate default fee in the amount of EUR 40.00. CG reserves the right to claim higher damages for default.
    • The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are ready for decision or are undisputed. The customer is only entitled to exercise a right of retention if his counterclaim has been legally established, is ready for decision or is undisputed and is based on the same contractual relationship.
    • If, after the conclusion of the contract, it becomes apparent that CG's claim to counter-performance is jeopardised by the client's inability to perform, CG may refuse to perform its obligations until the client has performed the counter-performance or provided security. CG may set a reasonable time limit within which the customer shall, at its option, either effect counter-performance or provide security. After expiry of the deadline, CG shall be entitled to withdraw from the contract and/or, if the statutory requirements are met, to claim damages or reimbursement of expenses.
    • The customer agrees that invoices may be sent to him electronically (§ 14 para. 1 p. 7, 8 UStG).
    • Insofar as direct debit has been agreed, the client shall provide CG with a SEPA corporate direct debit mandate to participate in the SEPA Direct Debit Scheme upon request.
  2. Retention of title
    • The delivered goods shall remain the property of CG (hereinafter referred to as "Retained Goods") until all claims arising from the contract and other claims which CG subsequently acquires against the customer in direct connection with the delivered goods - irrespective of the legal basis - have been paid in full. Furthermore, the goods subject to retention of title shall remain the property of CG as goods subject to retention of title until all other claims which CG acquires against the customer now or in the future - for whatever legal reason - have been settled (including all balance claims from current account). In the case of a current account, the goods subject to retention of title shall serve as security for CG's balance claims.
    • In the case of deliveries to countries in which the validity of the retention of title is subject to special conditions or formal requirements, the customer shall immediately do everything at its own expense to create corresponding security interests for CG. The customer shall cooperate in all measures (e.g. registration, publication, etc.) which are necessary and conducive to the effectiveness and enforceability of such security interests.
    • The customer is entitled to resell the products subject to retention of title in the ordinary course of business. The right to resell shall not exist if the customer is in default of payment or has not only temporarily suspended payments. As long as CG is the owner of the goods subject to retention of title, CG shall be entitled to revoke the authorisation to resell if there is an objectively justified reason. The Buyer hereby assigns to CG all claims to which it is entitled from the resale of the goods, including all ancillary rights; CG hereby accepts this assignment.
    • The customer shall adequately insure the reserved goods against theft, burglary, water and fire damage and keep them under insurance cover. The customer hereby assigns to CG any claims it may have against its insurer in the event of a loss, to the extent that such claims relate to the property or co-property of CG; CG hereby accepts such assignment.
    • At the request of the customer, CG shall be obliged to waive the reservation of title or to release securities at its discretion if the customer has fulfilled all claims in connection with the reserved goods or if the realisable value from the total securities granted to CG from reservation of title and assignment in advance exceeds the total amount of the claims against the customer by more than 10%.
  3. Duty to examine, notice of defects, liability for defects, short delivery , product recall
    • The client shall inspect delivered products immediately after delivery. Obvious defects (including labelling defects) must be reported to CG in writing without delay, but at the latest within one (1) week after delivery. Hidden defects shall also be notified to CG in writing without undue delay, but no later than one (1) week after discovery of the defect (in the case of Sisisi® menus, no later than within the best-before date printed on the products delivered). If this notification is not made, the delivery shall be deemed to be faultless and approved.
    • Notices of defects must contain the date, type of delivery, contents and invoice number. In addition, pictures of the products complained about or their packaging must be enclosed.
    • At the request of CG, the rejected product shall be sent with a copy of the invoice and a detailed description of the defect to a place designated by CG in accordance with CG's instructions. The transport costs incurred in this connection shall be borne by CG.
    • If the customer notifies a defect in accordance with sec. 1 9.1 If the Customer notifies a defect in accordance with clause 9.1 in due time, the Customer shall, at CG's discretion, be entitled to have the defect remedied free of charge (rectification) or to have a defect-free item delivered (subsequent delivery).
    • CG shall in any case be entitled to make the subsequent performance owed (repair or subsequent delivery) dependent on the customer paying the purchase price due.
    • Production-related short deliveries of up to 10% of the ordered quantity are not considered a defect and cannot be objected to.
    • With the exception of claims for damages due to defects, claims for defects shall become statute-barred twelve (12) months after delivery of the goods to the customer or, if acceptance has been agreed or is provided for by law, after acceptance.
    • The customer shall only be entitled to claims for damages due to defects insofar as CG's liability is not excluded or limited in accordance with sec. 10 of these GTC is excluded or limited. Further claims or claims other than those regulated in this section are excluded. 9 claims based on a defect other than those regulated in this clause are excluded.
    • The provisions of this sec. 9 shall not affect claims for defects which CG has fraudulently concealed or which are covered by a guarantee of quality or durability.
    • If Customer unjustifiably complains about a defect or makes false or misleading statements about the Product, its behaviour in the field or incidents with the Product (hereinafter referred to as "Comments") and if CG therefore takes measures to avert alleged product hazards or to comply with regulatory obligations which are or would be required at CG's discretion (e.g. official notifications, warnings, recalls), Customer shall compensate CG for any damage incurred by CG as a result of the measures (e.g. recall costs). (e.g. notifications by authorities, warnings, recalls), Customer shall compensate CG for the damage incurred by CG as a result of the measures (e.g. recall costs, loss of profit, costs for legal advice). This does not apply if the client did not realise or should not have realised that its statements were incorrect.
  4. Liability
    • CG shall be liable for damages without limitation in case of intent and gross negligence. In the event of a slightly negligent breach of a principal obligation or an accessory obligation, the breach of which jeopardises the achievement of the purpose of the contract or the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the customer could rely (hereinafter "essential accessory obligation"), CG's liability shall be limited to damages foreseeable at the time of the conclusion of the contract and typical for the contract.
    • In any case, CG's liability shall be limited to twice the order value in the event of a slightly negligent breach of a primary performance obligation or a material secondary obligation.
    • CG shall not be liable in the event of a slightly negligent breach of ancillary contractual obligations which are not material ancillary obligations.
    • CG shall also not be liable for any damage caused by the Customer's improper use of the products supplied by CG, in particular (but not exclusively) putting the Qeamer® into operation incorrectly, not maintaining it properly and/or not having it maintained properly, using the Qeamer® to heat foodstuffs which have not been explicitly approved by CG for this purpose, or making changes to the Sisisi® menus intended for use with the Qeamer®, such as freezing the menus or oversticking the applied best-before date.
    • The above exclusions and limitations of liability shall not apply in the event of fraudulent concealment of defects or in the event of the assumption of a guarantee of quality or durability, for liability for claims of the customer based on the Product Liability Act as well as for bodily injury and damage to health or in the event of loss of life of the customer. This does not imply a change in the burden of proof to the detriment of the customer.
    • To the extent that CG's liability is excluded or limited, this shall also apply to the personal liability of CG's legal representatives, employees, workers and vicarious agents.
    • With the exception of claims in tort, claims for damages by the customer for which CG's liability is limited under this section shall become statute-barred after twelve (12) months from the commencement of the statutory limitation period. 10 CG's liability is limited, shall become statute-barred twelve (12) months after the commencement of the statutory limitation period.
  5. Processing of customer data, data protection
    • CG collects, processes and uses personal data of the Customer, in particular contact data for the processing of the order, such as the e-mail address, if provided. For the purpose of checking creditworthiness, CG may use information (e.g. also a so-called score value) from external service providers to assist in its decision-making. The information also includes information about the customer's address. This is done for the purpose of processing the contract (Art 6 para. 1b) DSGVO. ) In all other respects, the privacy policy available under Privacy Policy_Carogusto_22.pdf
  6. Export of products, sanctions

The goods delivered by CG may contain components and/or software which are subject to the export control regulations of the European Communities, the Federal Republic of Germany, Japan, the USA or other countries applicable to them. Customer undertakes to comply with such regulations and to obtain any necessary permits itself. Furthermore, the Customer undertakes to comply with the export control regulations of the aforementioned countries and not to deliver to the critical countries, critical recipients and critical end-uses mentioned therein. CG shall not be obliged to perform the contract vis-à-vis the Customer to the extent that this would lead to violations of export control regulations.

  1. Place of jurisdiction, choice of law
    • The place of jurisdiction for all disputes arising from the contractual relationship shall be the Regional Court of Munich I, provided that the client is a merchant, a legal entity under public law or a special fund under public law or provided that the client has no general place of jurisdiction in Germany. CG shall be entitled to sue the customer at any other statutory place of jurisdiction. Statutory provisions on exclusive jurisdiction shall remain unaffected.
    • The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).


Data privacy
AGB Carogusto AG
AGB Carogusto GmbH