Allgemeine Geschäftsbedingungen
General Terms and Conditions of Smart Bistro Vending GmbH for Business Customers – Entrepreneurs/Traders and Institutions (B2B)
1. General and Scope of Application
1.1 The following General Terms and Conditions (hereinafter referred to as “GTC”) apply exclusively to the business relationships between Smart Bistro Vending GmbH Weinbergstraße 2 79299 Wittnau Germany (hereinafter referred to as “Smart Bistro”) and the customers/clients (hereinafter referred to as “Customer” or “You/them”) concerning the purchase of goods by the customer, in the version valid at the time of the order.
1.2 Deviating conditions of the customer will not be recognized unless Smart Bistro expressly agrees to their validity in writing.
1.3 The product offer is exclusively directed at business customers (entrepreneurs/traders) within the meaning of § 14 BGB as well as institutions under public law. Smart Bistro may therefore require customers to sufficiently prove their entrepreneurial status before concluding a contract, e.g., by providing their VAT ID number or other suitable proof. The data required for proof must be provided by the customers completely and truthfully.
2. Conclusion of the Contract, Contract Language
2.1 The presentation of goods and services on our website does not constitute a legally binding offer but an invitation to submit an inquiry/order via email or other means.
2.2 A contract between you and us is only concluded when we accept your order and/or inquiry by sending a separate email or by dispatching the ordered goods.
2.3 The language available for the conclusion of the contract is exclusively German. Translations into other languages are provided for information purposes only. In case of discrepancies between the German text and the translation, the German text shall prevail.
3. Storage of the Contract Text
The contract provisions, including the ordered goods and/or booked services, as well as these General Terms and Conditions and the cancellation policy, will be sent to you by email upon acceptance of the contract offer or notification thereof. We do not store the contract provisions.
4. Payment Terms
4.1 The purchase price is due immediately upon ordering.
4.2 Payment for the goods is made via bank transfer or payment service providers.
4.3 The prices applicable for the provision of services are those agreed upon in the individual agreements with customers. In addition, the current prices and rates of Smart Bistro apply.
4.4 All prices are exclusive of the currently applicable VAT.
4.5 Smart Bistro reserves the right to adjust its prices accordingly if there are cost increases or decreases after the contract has been concluded and if a delivery period of more than four months has been agreed upon.
5. Retention of Title
5.1 The goods remain our property until full payment has been received.
5.2 You are entitled to resell the goods under retention of title in the ordinary course of business, provided you are not in default with your payment obligations. However, you may not pledge or assign the goods as security. In this case, you already now assign to us all claims from such resale in the amount of the invoice value of our claim, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. We accept this assignment. Without prejudice to our authority to collect the claim ourselves, you remain authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim ourselves as long as you meet your payment obligations, no application for the opening of insolvency or similar proceedings has been filed over your assets, and no suspension of payments exists. If the aforementioned securities exceed the claims to be secured by more than 10%, we are obliged to release the securities at your request.
5.3 The processing or transformation of the goods under retention of title is always carried out in our name and on our behalf. If the goods under retention of title are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods under retention of title to the other processed items at the time of processing. If the goods under retention of title are combined or mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods under retention of title to the other combined or mixed items at the time of combination or mixing. If the combination or mixing occurs in such a way that your item is to be regarded as the main item, it is agreed that you will transfer co-ownership to us on a pro-rata basis. We accept this transfer. You will hold the sole or co-ownership of the item thus created in safe custody for us.
5.4 If the goods under retention of title are seized or subjected to other interventions by third parties, you are obliged, as long as the ownership has not yet passed, to point out our ownership rights to the third party and to notify us immediately in writing so that we can enforce our ownership rights. You are liable to us for the judicial or extrajudicial costs arising from this, provided the third party is not able to reimburse us for these costs.
6. Delivery Conditions
6.1 We deliver the goods in accordance with the agreements made with you. Delivery is ex works.
6.2 The delivery time is at least eight weeks from the conclusion of the contract.
6.3 The shipping costs ex works are listed in the product description and will be separately stated on the invoice.
7. Warranty
7.1 If the delivered goods are defective, you are entitled to demand subsequent performance in the form of rectification of the defect or delivery of a defect-free item in accordance with the statutory provisions. The choice of the type of subsequent performance is at our discretion. If the subsequent performance fails, you are entitled to reduce the purchase price or, if the legal requirements are met, to withdraw from the contract.
7.2 A prerequisite for any warranty rights is that you have properly fulfilled all the obligations to inspect and notify defects owed under § 377 HGB.
7.3 In particular, the following provisions must be observed: a) The warranty requires that you have reported obvious defects within 2 weeks. Transport damages must be reported to us immediately in writing. In the case of delivery by rail, with vehicles of the commercial short- and long-distance transport, or by other carriers, you must take the necessary formalities with the carrier. b) If it is a used item, all warranty claims are excluded, unless there is fraudulent concealment or a guarantee for the condition. c) If you discover a defect, you may not process, sell, etc., the purchase item until evidence has been secured with us, or a judicial evidence procedure has been carried out or an amicable settlement has been reached with us.
7.4 The limitation period for warranty claims for the delivered goods is – except in the case of claims for damages – twelve months from receipt of the goods.
8. Limitation of Liability
8.1 We are liable for intent and gross negligence. We are also liable for the negligent breach of duties, the fulfillment of which enables the proper execution of the contract in the first place, the violation of which endangers the achievement of the contractual purpose, and compliance with which you regularly rely on.
8.2 In the latter case, we are liable for the foreseeable damage typical for the contract, with a maximum liability, however, being limited to the order volume.
8.3 As far as the liability of Smart Bistro is excluded or limited, this also applies to the personal liability of employees, representatives, and vicarious agents.
8.4 The above exclusions of liability do not apply to the injury of life, body, or health. The liability under the Product Liability Act remains unaffected.
9. Confidentiality
9.1 The documents handed over to the other party, the knowledge and experience communicated, may only be used for the purposes of this contract and may not be made accessible to third parties unless they are intended to be made accessible to third parties or are already known to the third party. Third parties are not the auxiliary persons involved in the implementation of the contractual relationship, such as freelancers, subcontractors, etc.
9.2 In addition, the contracting parties agree to maintain confidentiality about the content of this contract and the knowledge gained during its execution.
9.3 The obligation of confidentiality also applies beyond the termination of the contractual relationship.
9.4 If requested by one party, the documents handed over by them, such as strategy papers, briefing documents, etc., must be returned at the end of the contractual relationship unless the other party can assert a legitimate interest in these documents.
9.5 Smart Bistro may name the customer as a reference client on its website or in other media. Smart Bistro may also publicly reproduce or refer to the services provided for demonstration purposes unless the customer can assert a contrary legitimate interest.
10. Final Provisions
10.1 Amendments or additions to these terms and conditions must be made in writing.
10.2 The law of the Federal Republic of Germany applies to the exclusion of the UN Sales Convention.
10.3 The place of performance is Wittnau, Germany. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Freiburg im Breisgau, Germany.
10.4 Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision will be replaced by a legally valid provision that comes closest to the economic meaning and purpose of the invalid provision. The same applies to any gaps in the regulations.
10.5 If the parties have concluded these GTC and/or the individual agreements in a German and an English/other language version, only the German version shall be decisive for the legal effects between the parties.
Status 16.08.2024