General Terms and Conditions

of AF Food Technology GmbH & Co. KG
– As of June 2025 –

§ 1 Scope of Application, Contracting Party, Written Form

  1. These General Terms and Conditions (“GTC”) apply to all current and future contractual relationships, deliveries, and services of AF Food Technology GmbH & Co. KG (“AF Food Technology”) with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law (“Customer”).
  2. Deviating, conflicting, or supplementary terms and conditions of the Customer shall not become part of the contract, even if known, unless AF Food Technology has expressly agreed to their validity in writing.
  3. All agreements, including amendments and supplements to these GTC as well as collateral agreements, must be made in writing. This also applies to any waiver of the written form requirement.

§ 2 Conclusion of Contract and Offer Documents

  1. All offers issued by AF Food Technology are non-binding and subject to change unless expressly stated as binding in writing.
  2. A contract shall only come into effect upon written confirmation by AF Food Technology or upon delivery of the goods. Technical specifications and drawings are only binding if explicitly confirmed in writing.
  3. All offer documents, drawings, technical data, and other documentation – including digital – remain the property of AF Food Technology and are protected by intellectual property rights. Disclosure to third parties without prior written consent is prohibited.

§ 3 Scope of Services and Customer Obligations

  1. The type and scope of the contractual products and services are defined exclusively by the written order confirmation or the individual contract.
  2. Design modifications and adjustments due to technical improvements or necessity are permitted if they are reasonable for the Customer.
  3. For customized solutions, the Customer is solely responsible for providing all technical specifications, data, and requirements completely, correctly, and in due time. AF Food Technology shall not be liable for defects or damages resulting from incomplete or incorrect Customer specifications.
  4. The Customer shall ensure that all infrastructural and utility-related prerequisites required for delivery, installation, and commissioning – including stable foundations, access routes, and all necessary connections (e.g., power, water, compressed air, waste water, IT infrastructure) – are made available at its own expense, in a fully functional state and compliant with technical requirements by the agreed delivery or installation date.
  5. AF Food Technology’s commissioning, assembly, or training services are strictly limited to the scope of the machines and systems it delivers. AF Food Technology does not perform any work on customer-owned infrastructure, third-party systems, or installations not included in the agreed delivery scope.

§ 4 Delivery Terms, Transfer of Risk, Partial Deliveries

  1. Delivery periods are only binding if expressly confirmed in writing and begin only after all commercial and technical details have been clarified and all required official approvals and documents have been received from the Customer.
  2. AF Food Technology shall not be liable for delays caused by force majeure, government actions, pandemics, operational disruptions, labor disputes, shortages of materials or energy, or other unforeseeable circumstances beyond AF Food Technology’s control. In such cases, delivery periods shall be extended accordingly. Claims for damages are excluded.
  3. Unless otherwise agreed in writing, all deliveries are made ex works (EXW, Incoterms 2020). The risk of accidental loss or deterioration passes to the Customer upon provision of the goods for pickup or handover to the first carrier.
  4. Partial deliveries are permissible if they are reasonable for the Customer and do not impair the intended use of the delivered products.

§ 5 Prices, Payment Terms, Default

  1. All prices are quoted in euros, net, ex works, and are exclusive of the applicable statutory VAT, packaging, shipping, and insurance unless otherwise expressly agreed.
  2. Unless otherwise agreed in writing, the following applies: 100% advance payment is required before shipment or delivery.
  3. Payments shall only be deemed effected when the full amount has been irrevocably credited to the account of AF Food Technology.
  4. In the event of payment default, AF Food Technology is entitled to charge default interest at a rate of 9 percentage points above the applicable base interest rate pursuant to Section 288 (2) BGB. AF Food Technology reserves the right to claim additional damages.
  5. The Customer is only entitled to set-off or exercise a right of retention if its claims are undisputed or legally established.

§ 6 Retention of Title

  1. All delivered goods remain the property of AF Food Technology until full payment of all present and future claims arising from the business relationship.
  2. The Customer may not pledge or assign goods subject to retention of title as security or otherwise encumber them without AF Food Technology’s written consent.
  3. In the event of resale, the Customer hereby assigns all resulting claims against its customers to AF Food Technology up to the amount of the invoice value. AF Food Technology accepts this assignment.
  4. In the event of the Customer’s default or any behavior in breach of the contract, AF Food Technology is entitled to reclaim the goods at the Customer’s expense.

§ 7 Warranty

  1. The warranty period is 12 months from the date of transfer of risk. Warranty for used equipment is excluded unless explicitly agreed otherwise in writing.
  2. The Customer shall inspect the goods immediately upon receipt. Obvious defects must be reported in writing within 7 calendar days; otherwise, the goods shall be deemed accepted. Hidden defects must be reported immediately upon discovery.
  3. In the case of justified and timely notifications of defects, AF Food Technology shall, at its discretion, provide subsequent performance either by remedying the defect or delivering a replacement. Only after two failed attempts shall the Customer be entitled to a reduction or rescission of the contract.
  4. Warranty is excluded for defects caused by improper use, incorrect assembly, unauthorized modifications, inadequate maintenance, or operating errors on the part of the Customer or third parties.

§ 8 Liability

  1. AF Food Technology shall only be liable for damages resulting from willful misconduct or gross negligence. In the event of simple negligence, liability is limited to the breach of material contractual obligations (cardinal duties) and to the typical foreseeable damage.
  2. Liability for indirect damages, loss of production, data loss, lost profits, or third-party claims is excluded.
  3. Liability for damages resulting from injury to life, body, or health remains unaffected.
  4. AF Food Technology shall not be liable for damage arising from:
    • Missing or inadequate supply connections (e.g., electricity, compressed air, water)
    • Improper operation or failure to observe the user manual
    • Unauthorized modifications or third-party interventions
    • Use of the products contrary to the intended purpose
    • Lack of or delayed maintenance by the Customer
  5. The burden of proof for the existence of a defect or a damage attributable to AF Food Technology lies with the Customer.

§ 9 Data Protection

AF Food Technology processes personal data in accordance with applicable data protection regulations, including the EU General Data Protection Regulation (GDPR). Further details are available in the privacy policy on the company’s website.

§ 10 Place of Performance, Jurisdiction, Applicable Law

  1. The place of performance for all obligations arising from this contract is the registered office of AF Food Technology.
  2. If the Customer is a merchant within the meaning of the German Commercial Code (HGB), the exclusive place of jurisdiction shall be the registered office of AF Food Technology. AF Food Technology reserves the right to bring legal action at the Customer’s general place of jurisdiction.
  3. The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  4. Should any provision of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall agree to a valid provision that comes as close as possible to the economic intent of the invalid provision.