General Terms and Conditions for Commercial Customers (B2B) of the company 

CESA Sogutma GmbH

1. General

1.1 All orders and delivery transactions of CESA Sogutma GmbH, Karolingerstr. 2, 55299 Nackenheim (hereinafter: “iGastroNomic” ) are based exclusively on the following General Terms and Conditions of Sale (hereinafter: “GTC” ) and the provisions of the respective individual contract.

1.2 Our offer in the online shop www.igastronimic.com.de is primarily aimed at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). We prefer to deliver to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), authorities as well as church, public and social institutions. Purchase offers from consumers within the meaning of Section 13 of the German Civil Code (BGB) are subject to separate terms and conditions and are listed in the appropriate place as "terms and conditions for end users/private customers". If the customer/buyer operates a commercial or self-employed professional activity, the terms and conditions for traders apply without exception.

1.3 All ancillary agreements or agreements deviating from these General Terms and Conditions as well as changes to the order confirmation require our written confirmation to be effective. This applies in particular in the event that the customer/buyer includes additional conditions or requirements in the order letter that we do not expressly object to or that the customer/buyer wants to make his purchasing conditions the basis of the contract. Insofar as these contradict our General Terms and Conditions, they will not become part of the contract even if we remain silent or execute this contract without reservation.

1.4 By placing an order, the customer/buyer agrees in advance that these General Terms and Conditions also apply to all further offers, orders and contracts without the need for a new agreement. We reserve the right to add to or change these Terms and Conditions at any time with a reasonable period of notice. All offers, deliveries and other services are provided in accordance with the General Terms and Conditions applicable on the day the order is placed.

2. Offer and conclusion of contract via the iGastroNomic online shop

2.1 All offers from iGastroNomic are non-binding unless they have been expressly confirmed in writing by iGastroNomic. Drawings, illustrations, dimensions, weights or other performance data are only binding if this has been expressly agreed in writing (Section 126 of the German Civil Code).

2.2 If the customer places an order in writing or by telephone, this is considered a binding offer in accordance with Section 145 of the German Civil Code (BGB). If the customer's order was preceded by an offer from iGastroNomic, the customer must adhere to this in his order. iGastroNomic can accept the customer's order within seven (10) working days after the customer has placed it by sending an order confirmation, unless the parties have agreed otherwise in writing.

2.3 Contracts with iGastroNomic are concluded when iGastroNomic accepts the customer’s written or telephone order in the form of a written order confirmation, but at the latest when iGastroNomic provides the service.

2.4 For orders via the iGastroNomic online shop, the following applies:

The presentation of the products by iGastroNomic in the iGastroNomic online shop is always non-binding.

By clicking on the "Order now" button during the payment process, the customer sends his order, which represents a legally binding offer in accordance with Section 145 of the German Civil Code (BGB), to iGastroNomic.

The automatically generated access confirmation email ("Order Confirmation") sent immediately after iGastroNomic receives the Customer's order does not constitute acceptance of the Customer's order by iGastroNomic; therefore, no contract is concluded between the Customer and iGastroNomic at this time.

The contract between iGastroNomic and the customer is only concluded when iGastroNomic accepts the customer's order by sending a shipping confirmation email, but at the latest when iGastroNomic provides the service. iGastroNomic can accept the customer's order via the online shop within seven (10) working days after receipt of the customer's order.

2.5 Unless otherwise provided in the individual contract, the following order shall apply in the event of conflicting provisions:

a. the individual contract including any additional agreements, 

b. these General Terms and Conditions (GTC), 

c. - if applicable - iGastroNomic's technical specifications, in particular the main dimensions of the delivered item, 

d. the essential components of iGastroNomic offer (e.g. price, quantity).

2.6 iGastroNomic reserves ownership and copyright

3. Scope of delivery

(1) Descriptions of products in our offers, order confirmations, catalogues, brochures and in the internet shop etc. are only approximate. We reserve the right to make deviations in terms of material, colour, weight, dimensions, technical design and similar features, provided that the delivery item remains reasonable for the customer/buyer. In all other respects, all quantities, dimensions and similar features are subject to standard commercial tolerances.

(2) The customer must create the conditions for ensuring that the media required to operate the system based on our specifications (e.g. electricity, gas, water, extractor chimneys, openings, etc.) are sufficiently available. The customer must also obtain official permits; in particular, he requires the permission of the district master chimney sweep when connecting extractor hoods, systems to on-site chimneys and gas appliances.

4. Prices

4.1 All prices stated in offers or order confirmations are calculated based on the wages and prices for materials and freight applicable on the day of submission. If these costs change before the order is executed, we are entitled to change the agreed price accordingly. This price change clause also applies if the delivery date is subsequently postponed at the request of the buyer. All prices quoted by us are "net ex warehouse or factory", i.e. without packaging, loading, insurance (in particular transport insurance), customs duties and taxes, transport costs and sales tax.

4.2 Prices are in euros plus the statutory sales tax applicable on the day of delivery. Any necessary connection to the supply lines (electricity, water, steam, sewage, hot water, gas, etc.) must be arranged by the buyer at his own expense and may only be carried out by licensed local electricians or installers.

4.3 If we are also commissioned with the installation, assembly, installation, monitoring or connection of the delivery items, we will provide customer service technicians on request at the applicable rates. In all other respects, provisions 10 apply.

4.4 The customer waives the return of packaging and will dispose of it properly. Otherwise, he accepts an additional charge of 2% of the purchase price.

5th delivery

5.1 The place of performance is the place of dispatch. Partial deliveries are permitted.

5.2 Unless otherwise stated in the order confirmation, the device will be delivered free curbside. All prices are ex warehouse (for goods in stock) or factory in euros, excluding packaging, freight, insurance, customs duties or other additional costs, plus the applicable sales tax. In the case of an agreed delivery, the buyer is obliged to provide the personnel and equipment required for unloading in good time at his own expense in order to ensure smooth unloading. It is assumed that the vehicle can drive directly to the unloading location and be unloaded immediately. If these conditions are not met, any additional costs incurred will be charged separately.

5.3 Information on expected delivery times can be found on the respective product pages. The delivery period begins before the documents, approvals and releases to be obtained by the customer have been provided and after receipt of an agreed payment or down payment.

Assembly services, even if they have been undertaken by us, are not to be carried out within the delivery deadlines unless this has been expressly confirmed by us. Compliance with any delivery deadline presupposes the fulfillment of the contractual obligations of the buyer/commercial end user.

5.4 We are not responsible for delays in delivery and performance due to events that make delivery difficult or impossible for us, including subsequent difficulties in sourcing materials, operational disruptions, strikes, lockouts, lack of means of transport, official orders, etc. Due to such events, we are entitled to postpone delivery or performance for a corresponding period and a reasonable start-up time or to withdraw from the contract in whole or in part due to the part that has not yet been fulfilled. The declaration made by our suppliers or a sub-supplier is considered sufficient proof that we are prevented from delivering or performing the service.

5.5 If agreed delivery times are exceeded for reasons for which we are responsible, our customer/commercial end user shall have the following claims:

a) Withdrawal from the contract is only possible in the event of our default and the setting of an appropriate written grace period with an express threat of rejection of the service after expiry of the grace period.

b) In the event of our delay, compensation for delay of 0.5% for each completed week of delay, up to a maximum of 5% of the invoice value including VAT and transport insurance for the delivery and service affected by the delay, can be demanded. Any further claims for compensation are excluded, unless we would be liable in the event of intent or gross negligence on the part of our legal representatives and vicarious agents.

5.6 The risk is transferred to the customer at the latest upon loading. If delivery is not made for reasons for which the customer is responsible, the risk is transferred when the goods are ready for dispatch. In these cases, the goods ready for dispatch are stored at the customer's expense and risk. The due date of the invoice is not affected by this.

5.7 The recipient must immediately report any type of transport damage to both the shipping company and us. Transport insurance will only be taken out at the express request of the customer. In the event of transport damage covered by transport insurance, we have the right to either accept the insured sum and deliver a replacement or to demand payment of the purchase price from the customer in return for the assignment of the insured sum.

5.8 If the customer/buyer defaults on acceptance, we shall have the right, in addition to the statutory provisions, to demand either the execution of the order or compensation amounting to 30% of the net order value after the expiry of a reasonable grace period, unless the customer/buyer proves that only significantly less damage or no damage at all has occurred, or to withdraw from the contract. We reserve the right to assert higher actual damages; this applies in particular to custom-made products.

5.9 The choice of shipping method is left to us unless otherwise agreed. We are not liable for personal injury or damage to property caused by our vehicles or drivers in connection with the delivery, unless the damage was caused intentionally or through gross negligence.

6. Delivery conditions and warranty

6.1 The delivered items must be carefully inspected immediately after delivery to the customer or to a third party designated by the customer in accordance with Section 377 of the German Commercial Code (HGB). The customer is obliged to inspect the goods immediately upon delivery in the presence of the freight forwarder. Any obvious damage discovered must be noted immediately in writing on the delivery note and confirmed in writing on the delivery note by the freight forwarder. Damage that cannot be discovered within this period despite the most careful inspection must be reported in writing immediately after discovery - with any processing or treatment being stopped immediately. The buyer must give us the opportunity to convince ourselves of the defect. After an agreed acceptance has been carried out, complaints about defects that can be identified during acceptance are excluded.

6.2 Warranty claims expire one year after the transfer of risk within the framework of a purchase agreement between an entrepreneur and another entrepreneur. Any manufacturer's guarantees remain unaffected. A current list of the individual manufacturer's guarantee conditions and periods can be requested from us at any time.

6.3 In the event of a warranty claim, we will repair or replace the goods at our discretion in consultation with the manufacturer. We are not obliged to reimburse any necessary expenses, in particular transport, travel, labor and material costs, which arise because the purchased item was taken to a location other than the place of performance. If repair or replacement of a defect demonstrably fails twice or if the elimination of the defect would require a disproportionately high amount of effort and repair is therefore refused, the customer/buyer can, at his discretion, demand a reduction in the price or cancellation of the contract.

The customer is advised that there is no warranty claim if the product has the agreed quality at the time of transfer of risk. A warranty claim does not exist in particular in the following cases:

a) in the event of damage caused to the customer through misuse or improper use,

b) in the event of damage caused by the products being exposed to harmful external influences at the customer's premises (in particular extreme temperatures, humidity, exceptional physical or electrical stress, voltage fluctuations, lightning strikes, static electricity, fire).

6.4 If an inspection of the goods carried out as part of the notification of defects reveals that the notification of defects was made unjustly, we are entitled to charge a customary fee for the inspection of the goods as well as the costs of shipping.

6.5 Our warranty does not cover natural wear and tear, improper use and storage, faulty installation, nor does it cover damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials or as a result of other influences that are not assumed under the contract.

Any repair work carried out by the customer/buyer or third parties without our consent or improper repairs by a service partner not authorized by the manufacturer will void any warranty claim due to a defect.

7. Payments

7.1 Unless otherwise agreed in writing or confirmed by us in writing, all payments must be made in advance, by accepted electronic payment methods or by bank-certified cheque.

7.2 Despite any contrary instructions from the customer, we are entitled to initially offset payments against any existing older outstanding debts. If costs and interest have already been incurred, we are entitled to offset payments first against the costs, then against the interest and finally against the principal claim.

7.3 Payment is only made when we have unconditional access to the amount. In the case of cheques, payment is only made when the cheque has been cashed without reservation.

7.4 In the event of late payment, we will charge interest on arrears at a rate of 1.5% per month, but at least the current account interest payable by us.

7.5 Authorities and public law institutions will be supplied on account for orders with a net value of EUR 500.00 or more and with a separate order letter.

7.6 The purchaser/buyer shall not be entitled to set-off or retention rights against our claims unless the claims are undisputed, ready for decision or legally established.

7.7 Payments from abroad (EU and third countries) must be made free of charge to the recipient (CESA Sogutma GmbH) without any deduction of bank charges and brokerage fees. All costs incurred for foreign payment transactions must be borne by the client.

7.8 There have been no cases of misuse of the "Instant Transfer" service to date (TüV-certified online payment system). However, as a precautionary measure, we would like to point out that there are many banks and savings banks that assume that the use of the "Instant Transfer" service leads to a shift in liability in the event of misuse by third parties due to the use of your PIN and TAN. This can lead to your bank refusing to cover the damage in the event of misuse and you having to bear the damage as a result. As a precautionary measure, the operator of the "Instant Transfer" service, Klarna Bank AB, has therefore taken out insurance on your behalf that compensates for damage in the event of misuse in accordance with the insurance conditions reproduced under this link*. This should protect you from any liability risks within the scope of the insurance.

https://www.klarna.com/sofort/

7.9 If you select a payment method offered by PayPal, payment processing will be carried out via the payment service provider PayPal (Europe) S.à rl et Cie, SCA, 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to the PayPal Terms of Use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if the customer does not have a PayPal account - subject to the conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. 7.10 If the payment method "Amazon Payments" is selected, payment processing will be carried out via the payment service provider Amazon Payments Europe sca, 38 avenue John F. Kennedy, L-1855 Luxembourg (hereinafter: "Amazon"), subject to the Amazon Payments Europe User Agreement, which can be viewed at https://payments.amazon.de/help/201751590. If the customer selects "Amazon Payments" as the payment method during the online ordering process, he or she also issues a payment order to Amazon by clicking the button that completes the ordering process.

8. Retention of title

8.1 Until all claims (including balances) to which we are entitled against our customer now or in the future for any legal reason have been settled, we shall be granted the following securities, which we shall release upon request at our discretion, provided that their value exceeds the claims by more than 20% on a sustained basis.

8.2 The goods remain the property of the company until full payment has been made. Processing or transformation in the customer's area is always carried out for us as the manufacturer, but without obligation. If our (co-)ownership expires through combination, it is already agreed that our customer's (co-)ownership of the unified item will pass to us in proportion to its value (invoice value). The customer will keep our (co-)ownership free of charge. Goods to which we are entitled (co-)owner are hereinafter referred to as reserved goods.

8.3 Our customer is entitled to process and sell reserved goods in the ordinary course of business if he agrees a retention of title with his buyer and as long as he is not in default with us. Pledging or transferring ownership by way of security is not permitted. The customer hereby assigns to us in full any claims arising from the resale or any other legal reason (insurance, tort) relating to the reserved goods. We revocably authorize the customer to collect the assigned claims for our account in his own name. At our request, the customer will disclose the assignment and provide us with the necessary information and documents. Until the purchase price has been paid in full, the reseller will allow the seller or agent to enter the exhibition room of the respective delivery item. If the reserved goods are resold by the buyer together with other goods, the claim from the resale is assigned in the ratio of the invoice value of the reserved goods to the invoice value of the other goods. In the event of resale of goods in which we have co-ownership shares, a portion of the claim corresponding to our co-ownership share will be assigned.

8.4 If third parties access the reserved goods, the customer will point out our ownership and notify us immediately. The customer will bear any costs and damages.

8.5 If we have agreed to the so-called cheque-bill of exchange procedure, our claims are only fulfilled when the bill of exchange has been cashed and paid in full, including incidental costs.

8.6 If the buyer or purchaser defaults on payment of the purchase price or falls behind on a partial payment, we are entitled to immediately collect the delivered goods from the buyer or purchaser, even if they are firmly attached to land or buildings. The buyer or purchaser permits us to enter the premises and land or parts of land owned or possessed by the buyer or purchaser. We are not liable for any damage caused to land and premises as well as buildings and parts of buildings as a result of transport or dismantling.

9. Termination of the contract

If we expressly agree to the cancellation of a binding order, the customer must pay us 20% of the order amount; a higher return fee may be due in cases where the manufacturer/supplier charges us higher fees. This also applies if we do not expressly point this out when canceling the order. The same applies if the customer does not fulfil the contract and in the event of withdrawal. If the delivery item has been delivered, the flat rate is increased by the cost of the transport there and back as well as the cost of reprocessing. This does not exclude the assertion of higher damages. The customer is entitled to prove that we have suffered less damage.

Cancellation of the purchase contract and return of goods already delivered is only possible for unused goods with original packaging and is done as a goodwill gesture; there is no legal entitlement. A right of cancellation in accordance with the German Civil Code (e.g. due to dissatisfaction) does not apply to traders.

10. General Limitation of Liability

10.1 In the case of slight negligence, we are only liable for the breach of essential contractual obligations and are limited to foreseeable damage. This limitation does not apply to injury to life, body or health. We are not liable for other slightly negligent damage caused by a defect in the purchased item.

10.2 In any case, liability is limited to compensation for damages that were foreseeable at the time the contract was concluded, but limited to a maximum of the order value. In the case of liability for delay, the liability amount is limited to 5% of the order value.

10.3 Regardless of any fault on our part, liability remains unaffected in the event of fraudulent concealment of the defect or the assumption of a guarantee. The manufacturer's guarantee is a guarantee from the manufacturer and does not represent an assumption of a guarantee by CESA Sogutma GmbH.

10.4 The personal liability of the legal representatives, vicarious agents and employees of CESA Sogutma GmbH for damages caused by them through slight negligence is excluded.

11. Customer Service

11.1 In the case of repairs and maintenance work, we can, after consultation with the customer, provide customer service in accordance with the applicable billing rates.

11.2 Customer service technicians are not authorized to make warranty promises or other statements that are binding on the seller.

12. Consent to data processing

By submitting his legal application in accordance with section 3.2, the customer gives his consent for his name and company logo to be included on iGastronomic's website and brochures for the purpose of acquiring new customers. This voluntary consent is limited to the duration of the business relationship and can be revoked by the customer at any time. Data processing remains legal until the revocation is declared.

13. Written form

13.1 There are no oral side agreements to this contract.

13.2 Changes, additions and the cancellation of this contract must be made in writing (Section 126 of the German Civil Code). This also applies to changes to this written form clause itself. However, this written form requirement does not apply to agreements made orally between the parties after the contract has been concluded.

Any changes to this contract agreed upon orally must nevertheless be recorded in writing for evidential purposes (Section 126 of the German Civil Code).

13.3 Unless expressly provided otherwise in these General Terms and Conditions, text form, e.g. email, fax, within the meaning of Section 126b of the German Civil Code (BGB), is sufficient to comply with the written form requirement.

14. Final provisions, place of jurisdiction

14.1 The law of the Federal Republic of Germany applies, expressly excluding the UN Convention on Contracts for the International Sale of Goods.

14.2 Should individual provisions of this contract be or become invalid or void in whole or in part, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the invalid or void provision with a valid provision that comes closest to the intended economic purpose. The same applies in the event of a gap.

14.3 Contract changes, additions and ancillary agreements must be in writing to be effective. This also applies in particular to the cancellation or amendment of this written form clause. If compliance with the written form is required, transmission by email is also sufficient. 

14.4 The place of performance for all services under this contract is the respective plant (operating facility) specified by CESA Sogutma GmbH in the order confirmation. If, according to the agreement between the parties, the shipment is made from the plant of a third party, this plant is the place of performance.

14.5 In commercial transactions, the exclusive place of jurisdiction for all disputes arising from this contractual relationship is Berlin. CESA Sogutma GmbH is also entitled to bring legal action at the customer's headquarters.

cancellation form

If you want to cancel the contract, please fill out this form and send it back.

>Sample cancellation form

   CESA Sogutma GmbH, Karolingerstr. 2, 55299 Nackenheim, Germany.

– I/we (*) hereby revoke the contract concluded by me/us (*) for 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 notification is on paper)

- Date

(*) Delete as appropriate.