CGL

General Sales and Delivery Conditions of SodaTASTE®

For Business Customers

§ 1 Scope, Form

    1. These General Terms and Conditions of Sale ("GSC") apply to all our business relationships with our customers ("Buyer"). The GTC apply only if the Buyer is a business entity (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law.
    2. The GTC apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 German Civil Code). The Goods supplied and sold by us primarily include carbonation devices as well as SodaTASTE®, which is flavored and carbonated with CO2 gas, delivered either in newly manufactured CO2 cylinders ("New Cylinders") or in used CO2 cylinders ("Exchange Cylinders").
    3. Unless otherwise agreed, the GTC in the version valid at the time of the Buyer's order or, in any case, the version last communicated to the Buyer in writing, apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
    4. Our GSC apply exclusively. We expressly reject any deviating, conflicting, or supplementary general terms and conditions ("GTC") of the Buyer, regardless of how or in what form these conditions are presented in connection with the conclusion and performance of the contract; such GTC of the Buyer only become part of the contract to the extent that we have expressly agreed to their validity in writing. This requirement for consent applies in any case, for example, even if the Buyer refers to its GTC when placing an order and we do not expressly object, or if we execute the delivery to the Buyer without reservation despite being aware of conditions of the Buyer that conflict with or deviate from our GTC.
    5. Individual agreements (e.g., framework delivery agreements, quality assurance agreements) and information in our order confirmation take precedence over the GTC. Trade clauses are to be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC) in Paris, in the version valid at the time of the conclusion of the contract, in case of doubt.
    6. Legally relevant declarations and notices of the Buyer concerning the contract (e.g., setting of deadlines, notice of defects, withdrawal, or reduction) must be made in writing. For the purposes of these GTC, written form includes written and text form (e.g., letter, email, fax). Statutory formal requirements and further evidence, especially in case of doubts regarding the legitimacy of the declarant, remain unaffected.
    7. References to the applicability of legal provisions are for clarification only. Therefore, the legal provisions apply even without such clarification, unless they are directly modified or expressly excluded in these GTC.
    8. Our GTC, in the latest version at the time of the Buyer's order, also apply to all similar follow-up transactions without the need for explicit mention or agreement at the time of their conclusion.
     

    § 2 Conclusion of Contract, Technical Changes

      1. Our offers are non-binding and subject to change unless expressly designated as binding in writing. The same applies if we provide the Buyer with catalogs, technical documentation, other product descriptions, or documents - including in electronic form. The purchase contract as well as any changes, collateral agreements, and other agreements become effective only upon written confirmation by us, unless a stricter form is provided by law or in the case of immediate execution of the order by delivery of the Goods to the Buyer; in the latter case, the delivery note or the invoice replaces the written declaration. Oral statements also become effective only upon written confirmation by us. Offers or confirmations made by fax or electronic data transmission are equivalent to written form. Other information and details contained in the offer documents, especially regarding the scope, nature, and quality of our deliveries and services, are binding only if confirmed in writing by us.
      2. Product descriptions, drawings, illustrations, etc. are descriptions of performance, but not guarantees. A guarantee requires a written declaration by us.
      3. The Buyer's order of the Goods is deemed to be a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within 2 weeks after its receipt by us.
      4. We reserve the right to make technical changes, design changes, and other changes to technical data and performance characteristics, as long as they serve technical progress.

           § 3 Copyright and Other Rights

            1. We reserve ownership and/or copyright to all offers and cost estimates submitted by us as well as drawings, illustrations, calculations, brochures, catalogs, models, and other documents and aids provided to the Buyer.
            2. The Buyer may not use these items as per paragraph 1 for purposes other than those contractually agreed upon, reproduce them, make them available to third parties, or otherwise distribute them, and must return them to us at any time upon our request.
            3. The Buyer is not entitled to manufacture our products itself or through third parties on its behalf or with its assistance. Similarly, the attachment of any signs that could be considered as origin indicators or could give the impression that the products belong to the Buyer or a third party is not permitted. Violations entitle us to claim damages. We are entitled to indicate our company on our products in an appropriate manner. The Buyer may only refuse consent if it has a predominant interest.
               

              § 4 Delivery Periods, Delay in Delivery, Force Majeure

                1. The anticipated delivery period is individually agreed upon or specified in our order confirmation. The deadlines and dates for deliveries and services that we indicate are always approximate, unless an expressly fixed deadline or date has been promised or agreed upon. If shipment has been agreed upon, the stated anticipated delivery periods and dates, unless expressly indicated otherwise by us, refer to the time of handover to the carrier, freight forwarder, or other third party responsible for transport.
                2. Compliance with delivery periods requires the timely and proper fulfillment of the buyer's obligations, the timely provision of any necessary documents by the buyer, and the payment of any agreed-upon advance payment. The periods are extended by the time during which the buyer is in arrears with their contractual obligations, possibly by a multiple of this period if an immediate cessation of the interruption caused by the buyer is not possible due to the resulting alternative machine occupancy. The defense of non-performance of the contract remains reserved.
                3. If we are unable to meet binding delivery periods for reasons beyond our control (non-availability of performance), the buyer will be informed immediately and simultaneously be notified of the anticipated new delivery period. Non-availability of performance may occur, for example, in the case of (i) untimely self-delivery by our suppliers, unless we are responsible for incorrect or delayed self-delivery, or (ii) other disruptions in the supply chain, such as due to force majeure. Force majeure refers to unforeseeable and extraordinary circumstances and events beyond our control (in particular, e.g., war, unrest, natural disasters, strikes and lockouts outside the respective party's own company, embargoes, pandemics and epidemics like the Corona pandemic, government-ordered business closures, transport delays, difficulties in material or energy procurement, shortages of labor, energy, or raw materials, etc.). All events of force majeure release us from fulfilling the affected contractual obligations for the duration and to the extent of the effects of the force majeure, even if we are already in default. If an event of force majeure occurs, the buyer must be informed immediately in text form.
                4. If events of force majeure significantly change the economic significance or content of the delivery or have a significant impact on our operations beyond an extension of delivery periods, the contract will be adjusted accordingly in good faith. If this is not economically reasonable, we have the right to withdraw from the contract. If we exercise this right of withdrawal, we will inform the buyer immediately, even if an extension of the delivery period was initially agreed upon due to paragraph 3.
                5. The occurrence of a delay in delivery is determined according to the legal provisions. However, in any case, a reminder from the buyer is required. If we are in delay of delivery, the buyer can, provided they credibly demonstrate that they have incurred damage, claim a lump-sum compensation for their delay damages. The compensation amount is 0.3% of the net price (delivery value) for each completed calendar week of delay, but no more than 5% of the delivery value of the delayed goods. We reserve the right to prove that the buyer has suffered no damage or significantly less damage than the aforementioned lump sum. For further liability for damages, § 10 applies.
                6. If acceptance of the delivery or service is unreasonable for the buyer due to the delay, they can withdraw from the contract by written declaration to us in accordance with the provisions of this paragraph 6. However, the buyer is obliged, if we so demand, to declare within a reasonable period set by us whether they will withdraw from the contract due to the delay or insist on delivery. The right of withdrawal expires if the withdrawal is not declared before the end of the reasonable period set by us (§ 350 BGB analogously). Any goods already produced by us up to the point of a possible withdrawal declaration must be accepted and paid for in any case.
                7. The buyer's rights according to § 10 of these GTC and our statutory rights, in particular in the case of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or supplementary performance), remain unaffected.
                   

                  § 5 Delivery, Transfer of Risk, Acceptance Default

                      1. We are always entitled to deliver up to 5% more or less than agreed.
                      2. Unless otherwise agreed, we will determine the type of packaging at our reasonable discretion. Pallets, containers, and other reusable packaging used for transport to the buyer ("reusable packaging") remain our property. The return of reusable packaging to our factory is generally the buyer's responsibility. The buyer may fulfill this responsibility by returning reusable packaging of the same type and quality. By coordinating with us, the return of reusable packaging can be organized during the delivery of ordered goods (e.g., by handing them over to the carrier or other transport person). There is no entitlement to the return of disposable packaging by us.
                      3. Delivery is made from the warehouse, which is also the place of performance for the delivery and any subsequent performance. At the buyer's request and expense, the goods will be shipped to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular, the transport company and shipping route). At the buyer's request, we will insure the delivery against the usual transport risks; the costs for this will be borne by the buyer.
                      4. The risk of accidental loss and accidental deterioration of the goods passes to the buyer at the latest upon handover. In the case of shipment purchase, however, the risk of accidental loss and accidental deterioration of the goods and the risk of delay passes to the buyer upon handover of the goods to the carrier, freight forwarder, or other person or institution designated to carry out the shipment (the start of the loading process is decisive). The risk of accidental loss or accidental deterioration of the goods also passes to the buyer as soon as they are in default of acceptance or otherwise violate their cooperation obligations.
                      5. If the shipment of the goods is delayed at the buyer's request or for reasons for which the buyer is responsible, the risk passes to the buyer at the time of notification of readiness for shipment.
                      6. In the event of acceptance default or if the shipment of the goods is delayed by more than two weeks (i) after the agreed delivery date, or
                        (ii) if no exact delivery date was agreed upon, after notification of readiness for shipment, or
                        (iii) in the event of any other culpable violation of cooperation obligations by the buyer, we are entitled to charge the buyer a local storage fee pursuant to § 354 HGB of 0.5% of the net price of the delivery per commenced calendar week, but no more than a total of 5%. The proof of higher damages and our statutory claims (especially compensation for additional expenses, reasonable compensation, termination) remain unaffected. The buyer is permitted to prove that we have incurred no damage or only significantly less damage than the aforementioned lump sum                        .
                      7. We are only entitled to make partial deliveries or partial performances and issue corresponding partial invoices if these are of interest to the buyer according to the purpose of the contract and do not cause the buyer significant additional effort.
                         

                        § 6 Prices, Payment Terms

                          1. Price lists and other general price information are subject to change. Subject to any price changes according to paragraph 3, our prices valid at the time of contract conclusion apply, unless we have provided a different fixed price offer in writing or something else has been expressly agreed upon. The stated prices apply only to the respective individual order. Confirmed fixed prices apply only if the confirmed quantity is purchased.
                          2. For the order of SodaTASTE® CO2 cylinders, the buyer will be charged the new prices for filled CO2 cylinders unless the buyer returns empty CO2 cylinders to us in accordance with § 7; in the case of returning empty CO2 cylinders according to the conditions of § 7, the buyer will subsequently only be charged a refill price. The billing of refill prices is done on a credit basis.
                          3. Our prices are ex works plus the applicable statutory VAT and exclusive of packaging, loading, transport, and insurance costs, unless expressly agreed otherwise.
                          4. If more than 4 months lie between the conclusion of the contract and the agreed delivery date and no fixed price agreement has been made, reasonable price adjustments due to significant changes in labor, energy, material, and distribution costs remain reserved.
                          5. All payments by the buyer are to be made to the accounts specified in our invoices. Payments by the buyer are due without any deduction 30 calendar days from the date of invoice issuance, unless expressly agreed otherwise with the buyer. For payments within 14 calendar days - provided the funds are received within this period - we grant a 2% discount if this has been explicitly agreed upon beforehand. The aforementioned discount may only be claimed if all payment obligations from previous invoices have been fully met. Invoice amounts under €500.00 are payable immediately without any deduction.
                          6. After the due date, default interest of 9 percentage points above the respective base interest rate per annum will be charged without the need for a reminder. We reserve the right to claim further damages for delay.
                          7. We are entitled to carry out or render outstanding deliveries or services only against advance payment or provision of security if circumstances become known to us after the conclusion of the individual contract that are likely to significantly reduce the buyer's creditworthiness and thereby jeopardize the payment of our outstanding claims by the buyer from the respective contractual relationship (including from other individual orders for which the same framework contract applies), especially if a trade credit insurance policy concluded by us is exhausted (in this case, goods will only be delivered within the existing credit limit).
                             

                            § 7 Return of CO2 Cylinders and Price Calculation

                              1. The buyer is entitled to return empty SodaTASTE® CO2 cylinders (new cylinders or exchange cylinders) to us, particularly for the purpose of refilling ("refill"), in accordance with the following provisions.
                              2. Unless otherwise agreed, after the return of SodaTASTE® CO2 cylinders and/or other standard cylinders (i.e., those that are technically equivalent in design to SodaTASTE® cylinders), but not for SodaStream Quick Connect (CQC) cylinders, we will issue the buyer a credit for the actually returned exchangeable CO2 cylinders within each calendar month (from the 1st to the last day of the month) according to our price list, i.e., in the amount of the difference between the sales price of new Classic/Aroma cylinders and the refill prices for Classic/Aroma cylinders. Exchangeable CO2 cylinders are only those that have no visible external damage to the cylinder body (no dents, bumps, or other damages) or to the valve. The credit will be issued retrospectively within 30 calendar days after the end of the respective calendar month.
                              3. The return quantity for CO2 cylinders and thus the issuance of credits is limited to the previous order quantity minus the CO2 cylinders previously returned, i.e., to the quantity of cylinders ordered by the buyer that are still in circulation.
                              4. In the event of a (subsequent) order of (re)filled CO2 cylinders by the buyer, both we and the buyer are entitled to offset the amounts according to the credits issued.
                              5. For CO2 cylinders not returned after the end of the contract term, we will subsequently charge a purchase price for the CO2 cylinders not returned by the buyer according to the calculation method in paragraph 2.
                              6. Unless otherwise agreed, the return of empty CO2 cylinders is at the buyer's own expense and risk. However, a different agreement may provide, in particular, that the buyer hands over empty CO2 cylinders to the carrier, freight forwarder, or other transport person for the purpose of returning them to us upon delivery of the goods ordered from us (e.g., also together with our reusable packaging or reusable packaging of the same type and quality as per § 5 paragraph 2).
                                 

                                § 8 Warranty Rights, Claims for Defects

                                  1. The buyer's warranty rights for material and legal defects (including incorrect and short delivery or defective instructions) are governed by the statutory provisions, unless otherwise specified below. Warranty rights in this sense refer to the claims/rights arising from § 437 BGB (supplementary performance, reduction/withdrawal, compensation for expenses, and damages).
                                  2. The buyer's claims for compensation of expenses according to § 445a para. 1 BGB are excluded, unless the final contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB). In all cases, the statutory special provisions regarding withdrawal, compensation for expenses, and damages upon final delivery of newly manufactured goods to a consumer (supplier recourse according to §§ 478, 445a para. 2, 445b or §§ 445c, 327 para. 5, 327u BGB) remain unaffected, unless, for example, an equivalent compensation has been agreed upon as part of a quality assurance agreement. Rights from any additional guarantee provided by us remain unaffected.
                                  3. We do not assume liability for public statements made by the manufacturer (in the case of third-party manufacturers) or other third parties.
                                  4. We are not liable for defects that the buyer knows at the time of contract conclusion or due to gross negligence is unaware of (§ 442 BGB). Furthermore, the buyer's claims for defects require that they have fulfilled their statutory obligations to inspect and notify (§§ 377, 381 HGB). If a defect is revealed upon delivery, inspection, or at any later time, we must be notified of this immediately in text form. A defect notification that does not meet the text form requirement is invalid and not suitable for compliance with the deadline. In any case, obvious (i.e., openly visible) defects must be reported in text form within 3 working days (where Saturday is a working day) from delivery, and defects not detectable during inspection must be reported within the same period from discovery, whereby timely dispatch of the notification is sufficient for compliance with the deadline. In the case of a sale involving the shipment of goods, delivery within the aforementioned sense is deemed to have taken place at the latest when the goods are handed over by the carrier to the buyer or to a third party authorized by the buyer to receive them. If the buyer fails to conduct the proper inspection and/or provide the notification of defects, our liability for the defect not or not timely or properly reported is excluded in accordance with statutory provisions. Costs for the inspection and examination of the goods are considered acceptance costs within the meaning of § 448 para. 1 BGB and must therefore be borne by the buyer.
                                  5. If the delivered item is defective, we can choose to provide supplementary performance either by rectifying the defect (repair) or by delivering a defect-free item (replacement delivery). If the type of supplementary performance chosen by us is unreasonable for the buyer in a particular case, they can reject it. Our right to refuse supplementary performance under the statutory conditions remains unaffected.
                                  6. We are entitled to make the owed supplementary performance dependent on the buyer paying the purchase price. However, the buyer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect. § 13 regarding the exclusion of the right of retention remains unaffected.
                                  7. Claims for defects do not exist in cases of natural wear and tear or for damage arising after the transfer of risk due to improper or negligent handling, excessive strain, or due to special external influences that are not assumed under the contract. If improper modifications or repair work are carried out by the buyer or third parties, no claims for defects exist for these and the resulting consequences, nor do they exist for operator errors by the buyer or third parties.
                                  8. The buyer must give us the necessary time and opportunity for the owed supplementary performance, particularly to hand over the rejected goods for inspection purposes. In the case of a replacement delivery, the buyer must return the defective item to us according to the statutory provisions upon our request; however, the buyer has no return claim. We bear or reimburse the expenses necessary for the purpose of inspection and supplementary performance, particularly transport, travel, labor, and material costs as well as any removal and installation costs according to statutory regulations and these General Terms and Conditions if there is indeed a defect. Otherwise, we can demand reimbursement from the buyer for costs incurred from the unjustified defect removal request if the buyer knew or negligently did not know that there was actually no defect.
                                  9. The buyer's claim for reimbursement of transport, travel, labor, and material costs within the scope of supplementary performance, including any removal and installation costs, is excluded insofar as the expenses increase because the delivery item has subsequently been taken to a location other than the buyer's establishment, unless the transfer corresponds to its intended use.
                                  10. If a reasonable period set by the buyer for supplementary performance has expired unsuccessfully or is dispensable according to statutory provisions, the buyer can withdraw from the contract or reduce the purchase price/remuneration according to statutory provisions. However, in the case of an insignificant defect, there is no right of withdrawal.
                                  11. The buyer's claims for damages or reimbursement of futile expenses also exist for defects only in accordance with § 10 and are otherwise excluded.
                                  12. The buyer's recourse claims against us according to § 445a para. 2 BGB exist only insofar as the buyer has not made any agreements with their customer that go beyond the statutory mandatory defect claims. The scope of the buyer's recourse claim against us is further governed by paragraphs 8 and 9 accordingly.
                                     

                                    § 9 Legal Defects, Infringement of Intellectual Property Rights

                                        1. If a third party asserts justified claims against the buyer due to the infringement of intellectual property rights by our deliveries used in accordance with the contract, we are liable to the customer within the periods specified in § 11 as follows:
                                          • a) At our discretion and expense, we will either obtain a usage right for the relevant deliveries, modify them so that the intellectual property right is not infringed, or replace them. If this is not possible under reasonable conditions, the buyer is entitled to statutory withdrawal or reduction rights.
                                          • b) Our obligation to pay damages is governed by § 10.
                                          • c) The aforementioned obligations exist only if the buyer notifies us in writing without delay of the claims asserted by the third party, does not acknowledge an infringement, and reserves for us all defensive measures and settlement negotiations. If the buyer discontinues the use of the delivery to mitigate damage or for other important reasons, they are obligated to inform the third party that the discontinuation of use does not imply acknowledgment of an infringement of intellectual property rights.
                                        2. Claims by the buyer are excluded to the extent that they are responsible for the infringement of intellectual property rights.
                                        3. In the case of other legal defects, the provisions of § 8 apply accordingly.
                                             

                                            § 10 Liability; Right of Withdrawal and Termination for Non-Defect-Related Breaches of Duty

                                              1. Our liability for damages, regardless of the legal basis, particularly due to impossibility, delay in performance, default, defective or incorrect delivery, breach of contract, violation of obligations during contract negotiations, and tortious acts, is limited in accordance with this § 10 to the extent that it depends on fault.
                                              2. We are not liable in cases of simple negligence.
                                              3. The buyer's claim for damages in the event of impossibility of delivery is limited to 10% of the value of the part of the delivery that has become impossible. Claims for damages due to delay in performance and/or default are excluded to the extent that the limits of § 4 para. 5 are exceeded.
                                              4. The exclusions and limitations of liability in this § 10 apply to the same extent in favor of our corporate bodies, legal representatives, employees, and other vicarious agents (hereinafter collectively "vicarious agents").
                                              5. To the extent that we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this is done free of charge and with the exclusion of any liability.
                                              6. The aforementioned limitations of liability in this § 10 according to paragraphs 1 - 5 do not apply to our liability and that of our vicarious agents
                                                • a) for intentional or grossly negligent breaches of duty,
                                                • b) for injury to life, body, or health,
                                                • c) under the Product Liability Act,
                                                • d) for guaranteed quality features or if we have provided an additional guarantee (in this case, the details of liability are derived from the guarantee conditions),
                                                • e) for breaches of essential contractual obligations.

                                                  In the case of a breach of essential contractual obligations, our liability is limited to damages that we foresaw at the time of contract conclusion as a possible consequence of a breach of contract or that we should have foreseen with the exercise of customary care. Essential contractual obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the buyer regularly relies, particularly the obligation to deliver the goods on time and their freedom from legal defects as well as material defects that significantly impair their functionality or usability. Indirect damages and consequential damages resulting from defects in the goods are also only compensable to the extent that such damages are typically to be expected when the goods are used as intended. The provisions of the preceding sentence 2 and 4 do not apply in the case of intentional or grossly negligent conduct by us and our vicarious agents.
                                              7. For a breach of duty that does not constitute a defect, the buyer can only withdraw from or terminate the contract if we are responsible for the breach of duty or if § 4 para. 6 applies.
                                                   

                                                  § 11 Statute of Limitations

                                                    1. Contrary to § 438 para. 1 no. 3 BGB, the general statute of limitations for claims arising from warranty for material and legal defects is one year from delivery. If we provide a guarantee to the customer, the details are specified in the guarantee conditions, particularly regarding the scope, the guarantee, and the limitation period.
                                                    2. The above limitation periods of the sales law also apply to the buyer's contractual and non-contractual claims for damages based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would result in a shorter limitation period in the individual case. The buyer's claims for damages due to injury to life, body, or health, or due to intentional or grossly negligent breaches of duty by us or our agents, for the breach of essential contractual obligations, and under the Product Liability Act, as well as claims under § 445b BGB, are subject to the statutory limitation periods.
                                                       

                                                      § 12 Retention of Title; Remaining Ownership of Cylinders

                                                        1. Until full payment of all our present and future claims arising from the purchase/supply contract and an ongoing business relationship (secured claims) with the buyer, the goods remain our property. In the event of a breach of contract by the buyer, particularly non-payment of the due purchase price, we are entitled to withdraw from the contract according to the statutory provisions and/or demand the return of the goods on the basis of the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; we are rather entitled to demand only the goods and reserve the right to withdraw. If the buyer does not pay the due purchase price, we may assert these rights only if we have previously set the customer a reasonable deadline for payment without success, or such a deadline is dispensable according to statutory provisions.
                                                        2. The buyer must treat the goods subject to retention of title ("reserved goods") with care.
                                                        3. The reserved goods may not be pledged to third parties or assigned as security before full payment of the secured claims. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is made or if third parties (e.g., seizures) access the reserved goods.
                                                        4. The buyer is entitled to resell the reserved goods in the ordinary course of business until revocation in accordance with b. below. In this case, the following provisions apply additionally.
                                                            • a) The buyer already now assigns to us by way of security all claims arising from the resale of the goods or the product against third parties as well as those claims regarding the reserved goods that arise against his customers or third parties from any other legal reason (in particular claims arising from tort and claims for insurance benefits), including all balance claims from current accounts. We accept the assignment. The obligations of the buyer mentioned in para. 3 also apply regarding the assigned claims.
                                                            • b) The buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets his payment obligations towards us, there is no lack of his capacity to perform, and we do not assert the retention of title by exercising a right according to para. 1. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents, and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer's authorization to resell and process the reserved goods.
                                                            • c) At the buyer's request, we are obligated to release the securities due to us to the extent that the realizable value of our securities exceeds the value of our outstanding claims against the buyer by more than 10%. We are entitled to select the securities to be released.
                                                            1. The cylinders as such (exchange and new cylinders) remain our property; they are only provided to the buyer for intended use. The customer does not acquire ownership of them even upon full payment of the purchase price. The buyer's obligation to return cylinders for credit issuance remains unaffected. Non-returned cylinders will be charged in accordance with § 7.
                                                               

                                                              § 13 Set-Off, Retention, Acceptance

                                                                1. Unless otherwise provided in these General Terms and Conditions, the buyer may only offset counterclaims or retain payments due to such claims if the counterclaims are undisputed or legally established, or arise from the same contractual relationship under which the relevant delivery/service is provided. In the event of defects in the delivery, the customer's counter-rights according to § 8 para. 6 remain unaffected. The buyer's right to set-off according to § 7 para. 4 for the return of empty CO2 cylinders remains unaffected.
                                                                2. The buyer is not entitled to refuse acceptance of the goods due to minor defects, without prejudice to his rights and obligations under § 8 para. 4.
                                                                3. As long as our due claims are not settled, we are not obligated to make further deliveries from any ongoing contract. In such a case, after setting a deadline for the customer, a default notice from the buyer during the suspension of our delivery obligation has no binding legal effect. We reserve the right to further legal and damage claims.
                                                                   

                                                                  § 14 Applicable Law, Jurisdiction

                                                                    1. These GSC and the contractual relationship between us and the buyer are governed by the laws of the Federal Republic of Germany (excluding the UN Sales Convention).
                                                                    2. The place of performance for all rights and obligations arising from this transaction is Tambach-Dietharz.
                                                                    3. The exclusive place of jurisdiction for all disputes arising from the business relationship between us and the buyer is Meiningen.
                                                                    4. Should any provision of these GTC be or become invalid in whole or in part, or should a gap in these GTC become apparent, this shall not affect the validity of the remaining provisions. In place of the invalid provision or to fill the gap, the valid and practicable rule (including, if applicable, a waiver by a contractual party) that comes closest to the economic intention of the invalid or void provision shall apply. If the invalidity of a provision is due to a measure of performance or time (period or deadline) specified in this provision, such provision that comes closest to the original measure shall apply. § 139 BGB does not apply.
                                                                       
                                                                      Tambach-Dietharz, effective from June 1, 2023

                                                                      Download the GTC as a PDF here.