Terms and Conditions B2B

1. Scope of application

(1) These B2B-T&Cs apply between us, Gastro-Cool Systems S.L., CL. Poima 8, 07011, Palma de Mallorca, SPAIN, VAT ID No.: ESB22789911 (hereinafter referred to as “we”, “Gastro-Cool” or “Seller”) and our B2B customers.

Our offers under these GTC (hereinafter referred to as “B2B T&Cs”) are aimed exclusively at commercial, entrepreneurial or freelance customers as well as legal entities under public law or special funds under public law within the meaning of art. 3 of Royal Legislative Decree 1/2007 (hereinafter referred to as “you” or “customer”).

(2) Our offers, your orders and other contracts refer to these Terms and Conditions in the version applicable at the time of conclusion of the contract as the only authoritative General Terms and Conditions.

(3) Terms and conditions that conflict with or deviate from our terms and conditions are not recognized unless Gastro-Cool has expressly agreed to them in individual cases. If the provisions of this contract are nevertheless in conflict with the provisions of other terms and conditions, these provisions of the B2B T&Cs of Gastro-Cool shall apply. The provisions of these B2B Terms and Conditions take precedence over the provisions of the General Terms and Conditions of our webshop.

2. Conclusion of contract / product features / language

(1) The language available for the conclusion of the contract is Spanish, unless Catalan, English or German is agreed.

(2) The essential characteristics of the goods offered by us, as well as the period of validity of limited offers, result primarily from our offer. Insofar as an offer does not primarily contain information, product features are derived from the product descriptions of the relevant product in our web store.

(3) Information on our website regarding the subject matter of the delivery (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) may vary insignificantly.

If the usability for the contractually intended purpose requires an exact match, please ask us again.

The illustrations of our goods are symbolic photos. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose and the essential characteristics of the product.

The contract shall be concluded exclusively by written acceptance of our offer or, in the case of customer inquiries, exclusively by our written confirmation including these B2B T&Cs.

(4) Due to our constant efforts to improve our products, we reserve the right to supply an identical model of the ordered appliance type which also has the essential features of the ordered appliance.

(5) We reserve the right to carry out or provide outstanding deliveries only against advance payment or provision of security if, after conclusion of the contract, we become aware of circumstances which are likely to significantly reduce your creditworthiness and which jeopardize the payment of your outstanding claims from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

3. Prices and terms of payment / invoicing

(1) Unless otherwise agreed, the purchase price is due immediately upon ordering. Payment for the goods shall be made in advance by bank transfer, by EC card or on account. Deviations from this must be agreed in writing.

(2) Offsetting against counterclaims of our customers or the withholding of payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.

4. Retention of title / right of withdrawal due to default of payment

(1) The delivered goods shall remain our property until payment has been made in full.

 You are entitled to resell the goods subject to retention of title in the normal course of business. You hereby assign to us the claims of your customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT).

However, we shall not collect the claim as long as you meet your payment obligations from the proceeds received, are not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.

Pledging and transfer by way of security of the goods subject to retention of title are not permitted.

(2) Furthermore, we reserve the right of ownership or copyright and the right of use under copyright law to all offers and cost estimates submitted by us as well as the drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to you.

You may not make these objects and works accessible to third parties, disclose them, use them yourself or through third parties or have them reproduced without our express written consent. At our request, you must return these items to us in full and destroy any copies made if they are no longer required by you in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

(3) If you are in default of payment for more than one month after the goods have been sent and the agreed payment period has expired, we have the right to withdraw from the contract and reclaim the goods. In this case, you will be reimbursed for the reduction in value of the goods subject to retention of title due to damage or use.

5. Terms of delivery / force majeure

(1) Deliveries shall be made from our registered office at CL. Poima 8, 07011, Palma de Mallorca, SPAIN, unless otherwise agreed with you.

(2) Deadlines and dates for deliveries and services indicated by us shall generally be deemed to be estimates. Such information results from our offer. Delivery dates and delivery periods shall only be binding if they have been expressly confirmed as binding by us in writing or agreed with us accordingly.

If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with transportation.

Without prejudice to our rights arising from a delay on your part, we can demand an extension of delivery periods or a postponement of delivery dates by the period in which you do not fulfill your contractual obligations to us.

If the forwarding agent, carrier or other third party commissioned with the transportation cannot hand over the delivered goods to you for a reason for which you are responsible as their client, we are entitled to charge you for the return transportation in addition to the transportation (for example, if you are not present on the agreed delivery date).

(3) We shall not be liable for impossibility of delivery to the carrier or for delays in delivery if these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. disruptions of operations of any kind, difficulties in procuring materials or energy, transportation delays, strikes, lawful lockouts, shortages of energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which we are not responsible.

 If such events make delivery significantly more difficult or impossible for us and the hindrance is not only of a temporary duration (i.e. a delivery of more than 6 weeks), we are entitled to withdraw from the contract.

In the event of hindrances of a temporary duration, the delivery periods shall be extended or the delivery dates postponed by the period of the hindrance plus a reasonable start-up period.

If you cannot reasonably be expected to accept the delivery or service as a result of the delay, you may withdraw from the contract by immediate written declaration to us.

(4) We are entitled to make partial deliveries if:

• the partial delivery is usable for you within the scope of the contactual intended purpose;
• the delivery of the remaining ordered goods is ensured; and
• you do not incur any significant additional expenditure or additional costs as a result (unless we agree to bear these costs).

(5) If we are in default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with clause 9 of these B2B T&Cs.

6. Place of fulfillment, shipping, packaging, transfer of risk, acceptance, disposal

(1) The place of performance for all obligations arising from the contractual relationship is CL. Poima 8, 07011, Palma de Mallorca, SPAIN, unless otherwise agreed.

If you request delivery to a place other than the above-mentioned place of performance, we will generally commission the transport company to deliver the goods DELIVERY FREE KERBSIDE, unless expressly agreed otherwise with you.

A deviating place of performance requires an express agreement in which delivery on our behalf is also agreed. In such a case, too, delivery DELIVERY FREE KERBSIDE shall always apply, unless expressly confirmed otherwise by us with you.

(2) Unless otherwise agreed, packaging shall be at our discretion.

We will make suggestions regarding shipment.

(3) The risk shall pass to you at the latest when the delivery item is handed over (whereby the start of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment.

This shall also apply if partial deliveries are made or if we have assumed other services (e.g. shipment or installation).

Any provisions to the contrary must be expressly agreed.

(4) If dispatch or handover is delayed as a result of circumstances for which you are responsible, the risk shall pass to you from the day on which we are ready for dispatch and have notified you of this.

(5) Storage costs after the transfer of risk shall be borne by you.

In the case of storage by us, the storage costs shall amount to 0.5% of the invoice amount of the delivery items to be stored per week elapsed. You reserve the right to claim and prove further or lower storage costs.

(6) We will only insure the shipment for you against theft, breakage, transport, fire and water damage or other insurable risks at your express request and at your expense.

7. Warranty

(1) The warranty period shall be 12 months from delivery or, if acceptance is required, from acceptance.

(2) The items handed over must be carefully inspected upon collection from the warehouse immediately after handover to you, to the transport company commissioned by you or to the third party designated by you.

Defects shall be deemed to have been approved if we have not received a written notice of defects with regard to obvious defects or other defects that were recognizable during an immediate, careful inspection within two working days after handover of the goods, or otherwise within two working days after discovery of the fault or the time at which the fault was recognizable to you during normal use of the delivery item without closer inspection (transmission by fax or email is sufficient to comply with the written form requirement).

(3) Insofar as acceptance of the purchased item is to take place, the purchased item shall be deemed to have been accepted when:

• the handover has taken place;
• and we have requested you to accept the goods and two working days have passed since handover;
• or you have started to use the purchase item(e.g. have put the delivered devices into operation) and two working days have passed since delivery or installation;
• or you have already resold the devices;
  or you have failed to take delivery for a reason other than a defect notified to us which makes the use of the purchased item impossible or significantly impairs it.

(4) In the event of material defects in the items handed over, we shall initially be obliged and entitled to rectify the defect or make a replacement delivery at our discretion within a reasonable period of time.

In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, you may withdraw from the contract or reduce the purchase price appropriately.

(5) If a fault is due to our fault, you can demand compensation under the conditions specified in clause 9 of these B2B T&Cs.

(6) In the event of faults in components from other manufacturers which we are unable to remedy for licensing or factual reasons, we shall, at our discretion, assert our warranty claims against the manufacturers and suppliers for your account or assign them to you.

Warranty claims against us for such faults shall only exist under the conditions and in accordance with these B2B T&Cs if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency.

For the duration of the legal dispute, the limitation period for your relevant warranty claims against us shall be suspended.

(7) The warranty shall not apply if you modify the object of purchase or have it modified by a third party without our consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, you shall bear the additional costs of remedying the defect resulting from the modification.

(8) Any purchase of used items agreed with you in individual cases shall be made to the exclusion of any warranty.

(9) If delivery is expressly made by agreement to you or a third parfty designated by you by a transport company commissioned by us on our behalf, the delivered items must also be carefully inspected for any transport damage immediately after handover to you or to the third party designated by you.

In the event of recognizable and obvious transport damage, you are entitled and obliged to refuse acceptance. You must notify us and the carrier immediately of any transport damage.

If the packaging or the goods are obviously damaged, you are obliged to refuse acceptance upon delivery or to note the damage accordingly on the receipt upon acceptance and to notify us by e-mail or fax within two days (assertion of obvious transport damage).

Unrecognizable transport damage must be reported to us and the carrier in writing immediately, but at the latest within a period of two workings days after acceptance.

8. Property rights

(1) In accordance with clause 9, we guarantee that the delivery item is free from the infringement of industrial property rights or copyrights of third parties.

Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.

(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, we shall, at our discretion and at our expense, modify or replace the delivery item in such a way that no rights of third parties are infringed, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for you by concluding a license agreement.

If we do not succeed in doing so within a reasonable period of time, you are entitled to withdraw from the contract or to reduce the purchase price appropriately.

Any claims for damages on the part of the client are subject to the limitations of clause 9 of these B2B T&Cs.

(3) In the event of infringements of rights by products of other manufacturers supplied by us, we shall, at our discretion, assert our claims against the manufacturers and upstream suppliers for your account or assign them to you.

In these cases, claims against us shall only exist in accordance with clause 9 if the judicial enforcement of the aforementioned claims against the manufacturers and suppliers was unsuccessful or is futile, for example due to insolvency.

9. Liability for damages

(1) We shall only be liable for damages caused intentionally or by gross negligence or for the breach of such essential contractual obligations, the fulfillment of which is essential for the proper execution of the contract, the breach of which jeopardizes the achievement of the purpose of the contract and on the observance of which the customer regularly relies due to the special features of this contract (so-called cardinal obligations)

Liability for slightly negligent breach of other contractual obligations is generally excluded.

(2) As a party is liable for negligently caused damages, our liability of this party is limited to the contractually typical foreseeable damage.

Contractually typical foreseeable damage is to be assessed on a case-by-case basis.

However, a maximum amount of 100,000 euros per individual case (in line with the current sum insured under product liability insurance) is to be regarded as contractually foreseeable damage.

Liability for consequential or indirect damages (including, but not limited to lost profits, lost savings and other indirect damages) is excluded, unless the damage was caused intentionally.

(3) The above limitations of liability shall also apply in favor of the employees of the parties, all companies of the parties involved in the performance of this contract and their respective employees.

(4) The above limitations of liability shall not apply if one of the parties is liable under the Spain Product Liability Act or in the event of personal injury.

10. Final provisions / choice of law / jurisdiction

(1) The following applies with regard to the written form: changes or additions to these B2B T&Cs must be made in writing (this also includes fax or e-mail).

This also applies to the cancellation of this written form requirement.

(2) The law of Spain shall apply, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.

Mandatory provisions of the state in which your company headquarters or the headquarters of the branch placing the order is located shall remain unaffected.

(3) The place of jurisdiction for all disputes – provided you are a merchant – is Palma de Mallorca.
 Mandatory statutory provisions regarding exclusive places of jurisdiction shall remain unaffected by this regulation.

(4) Should any individual provisions of this contract be ineffective or contradict statutory regulations, the remaining contract shall not be affected thereby.
Date: 19.11.2025