§ 1 Scope of Application
(1) These General Terms and Conditions apply to all deliveries, services, brokerage, rentals, financing, leasing models, installations, maintenance services, and other business relationships of Confi-Vend UG (haftungsbeschränkt) (hereinafter "Confi-Vend") with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.
(2) Conflicting or deviating terms and conditions of the customer shall not be recognized unless Confi-Vend expressly agrees to their application in writing.
(3) Individual agreements shall take precedence over these GTC.
§ 2 Conclusion of Contract
(1) All offers from Confi-Vend are subject to change and non-binding.
(2) Product presentations on websites, platforms, catalogs, or configurators do not constitute a legally binding offer.
(3) A contract is formed only upon written order confirmation, issuance of an invoice, delivery of the goods, or express acceptance by Confi-Vend.
(4) Technical changes, model changes, and production-related adjustments remain reserved, insofar as these are reasonable for the customer.
§ 3 Prices and Payment Terms
(1) All prices are net prices plus the applicable statutory value added tax.
(2) Invoices are payable within 14 calendar days of the invoice date without deduction, unless otherwise agreed.
(3) In the event of late payment, Confi-Vend is entitled to claim default interest at the statutory rate as well as reminder and collection costs.
(4) Set-off or retention is permitted only with undisputed or legally established claims.
§ 4 Retention of Title
(1) All delivered goods shall remain the property of Confi-Vend until full payment of all claims arising from the business relationship.
(2) The customer is obliged to handle the goods subject to retention of title with care and to secure them appropriately against damage, loss, and theft.
(3) In the event of third-party access to the goods subject to retention of title, the customer must inform Confi-Vend without delay.
§ 5 Delivery and Transfer of Risk
(1) Delivery dates and delivery periods are non-binding unless expressly agreed in writing as binding.
(2) Risk of accidental loss and accidental deterioration shall pass to the customer upon handover of the goods to the customer, its agents, a freight forwarder, carrier, or other transport service provider.
(3) Delays due to force majeure, official measures, strikes, natural events, supply bottlenecks, or other circumstances not attributable to Confi-Vend shall extend agreed delivery periods appropriately.
(4) Partial deliveries are permitted insofar as this is reasonable for the customer.
§ 6 Installation and Operating Conditions
6.1 Intended Use
Unless expressly agreed otherwise in writing, vending machines supplied by Confi-Vend shall be operated exclusively under indoor climate conditions.
The operator is obliged to comply with all manufacturer specifications as well as the following operating conditions.
6.2 Definition of Indoor Climate
An indoor climate exists only if the installation site permanently meets the following conditions:
- ambient temperature between 10 °C and 30 °C;
- short-term temperature fluctuations of no more than between 5 °C and 35 °C;
- relative humidity between 30 % and 70 %;
- no permanent or recurring condensation;
- no direct or indirect influence of rain, snow, hail, fog, dew, spray water, or flooding;
- no permanent direct sunlight or increased UV exposure;
- no increased exposure to dust, smoke, chemicals, salts, fertilizers, solvents, or corrosive substances.
Only the actual environmental conditions at the installation site are decisive, and not its structural designation or use.
6.3 Outdoor Operation
Outdoor operation exists in particular if the requirements pursuant to Section 6.2 are not met.
This applies in particular to open halls, carports, loading ramps, petrol station areas, platforms, container facilities, construction sites, terraces, garden areas, open sales stands, and other areas exposed to weather or environmental stress.
The list is not exhaustive.
6.4 Obligation to Provide Evidence
Confi-Vend is entitled to request evidence of compliance with the operating conditions at any time.
Upon request, the customer must provide suitable evidence, in particular photos, videos, temperature or climate data.
§ 7 Installation, Assembly, and Commissioning
(1) If unloading, transport, installation, assembly, connection, or commissioning is carried out by the customer or by third parties commissioned by the customer, all work shall be performed at the customer's own risk.
(2) The customer must ensure that:
- suitable lifting and transport equipment is used;
- sufficiently qualified personnel is employed;
- all manufacturer specifications are complied with;
- electrical connections are made professionally;
- the machine is installed in a stable and level position.
(3) Damage caused by tipping over, falling, impact loads, incorrect load handling, improper storage, faulty assembly, or faulty connection is not covered by the warranty.
(4) Before commissioning, all transport securing devices must be removed in accordance with the operating instructions.
§ 8 Operator Obligations
The operator is obliged to:
- use the machine exclusively for its intended purpose;
- comply with the operating and maintenance instructions;
- carry out regular cleaning and maintenance work;
- keep ventilation openings clear;
- install required software updates;
- protect the machine against damage, moisture, vandalism, and unauthorized interference;
- comply with all statutory hygiene, safety, and operating regulations.
§ 9 Warranty
(1) Statutory warranty rights shall apply unless otherwise provided below.
(2) Warranty claims shall not exist for damage caused by:
- improper use;
- failure to observe the operating instructions;
- faulty installation or commissioning;
- operation outside permitted climate conditions;
- inadequate maintenance;
- interference by unauthorized persons;
- force majeure;
- vandalism;
- theft;
- fire;
- lightning strike;
- power surges;
- frost;
- moisture;
- corrosion.
(3) If the operating conditions pursuant to § 6 are not complied with, the warranty shall be excluded for damage caused thereby.
§ 10 Brokerage Services
(1) Confi-Vend may broker financing, leasing contracts, installation sites, machines, payment service providers, or other third-party services.
(2) Insofar as Confi-Vend acts exclusively as a broker, the respective contract shall be concluded solely between the customer and the respective third-party provider.
(3) Confi-Vend shall not be liable for services, deliveries, breaches of contract, credit decisions, or other actions of third parties.
§ 11 Economic Viability and Forecasts
(1) Economic viability calculations, revenue forecasts, visitor frequency analyses, amortization calculations, or other calculations constitute non-binding estimates only.
(2) Confi-Vend does not provide any guarantee or assurance regarding:
- revenue levels;
- profit development;
- customer frequency;
- sales volumes;
- amortization periods;
- location success.
(3) The economic risk of operating the machine shall be borne exclusively by the operator.
§ 12 Limitation of Liability
(1) Confi-Vend shall be liable without limitation in cases of intent, gross negligence, damage arising from injury to life, body, or health, and in all cases of mandatory statutory liability.
(2) In cases of simple negligence, Confi-Vend shall be liable only for breach of essential contractual obligations and limited to the foreseeable, typical contractual damage.
(3) To the extent permitted by law, liability for indirect damage, consequential damage, loss of profit, production outages, business interruption, data loss, or other financial loss is excluded.
(4) Confi-Vend shall not be liable in particular for damage resulting from vandalism, theft, fire, flooding, storms, lightning strikes, official measures, failures of power, internet, or mobile communications connections, or other circumstances outside the control of Confi-Vend.
§ 13 Rental and Leasing Conditions
(1) Where machines are provided under a rental, leasing, or comparable usage arrangement, ownership of the machine shall remain with the respective owner or lessor.
(2) The customer is obliged to handle the machine with care and to use it exclusively for its intended purpose.
(3) Modifications, conversions, technical interventions, or relocation may only take place with prior written consent.
(4) The customer shall be liable for all damage exceeding ordinary contractual use.
(5) Loss, theft, total loss, or significant damage must be reported in writing without delay.
(6) The customer bears the risk of damage caused by its own employees, customers, visitors, suppliers, or other third parties.
§ 14 Food, Beverage, and Hygiene Vending Machines
(1) The operator is responsible for compliance with all food law regulations.
(2) This includes in particular:
- compliance with prescribed storage temperatures;
- regular cleaning;
- monitoring of best-before dates;
- compliance with statutory hygiene regulations;
- documentation of required inspections.
(3) Confi-Vend shall not be liable for damage, complaints, or official measures attributable to faulty filling, storage, cleaning, or monitoring by the operator.
(4) Responsibility for the content, quality, and marketability of products filled into the machine lies exclusively with the operator.
§ 15 Cashless Payment Systems and Cash Register Systems
(1) Machines may depend on external payment service providers, banks, mobile networks, Wi-Fi connections, or cloud services.
(2) Confi-Vend does not warrant the permanent availability of these services.
(3) Confi-Vend shall not be liable for:
- payment failures;
- network disruptions;
- server outages;
- mobile communications problems;
- card rejections;
- bank disruptions;
- failures of third-party providers.
(4) Revenue losses resulting from such disruptions shall not be borne by Confi-Vend.
§ 16 Service, Maintenance, and Repair Visits
(1) The customer must ensure unrestricted access to the machine at the agreed appointment.
(2) If a visit cannot be carried out due to lack of access, lack of power supply, lack of contact persons, or other circumstances attributable to the customer, Confi-Vend is entitled to charge travel, waiting, and downtime costs.
(3) For service visits at locations with special security requirements, the customer must provide the necessary access authorizations in good time.
(4) Spare parts may be replaced with technically equivalent components.
§ 17 Software, Telemetry, and Remote Maintenance
(1) Machines may be equipped with software, telemetry, cloud, or remote maintenance systems.
(2) Confi-Vend is entitled to process technical operating data for fault diagnosis, maintenance, optimization, and contract performance.
(3) Uninterrupted availability of software, cloud, or remote maintenance services is not owed.
(4) Software updates may be required to ensure the functionality or security of the systems.
(5) The customer may not alter, decompile, manipulate, or circumvent software.
§ 18 Insurance Obligations
(1) The customer is expressly advised to insure the machine against the following risks:
- theft;
- burglary;
- vandalism;
- fire;
- escape of water from pipes;
- storms;
- power surges;
- natural hazards.
(2) If the customer does not take out appropriate insurance, it shall bear the resulting damage itself.
§ 19 Acceptance and Notice of Defects
(1) The customer must inspect the machine without delay after delivery.
(2) Obvious defects, damage, or short deliveries must be reported in writing within five working days at the latest.
(3) Hidden defects must be reported in writing without delay after discovery.
(4) If notice is not given in due time, the performance shall be deemed approved, to the extent permitted by law.
§ 20 Force Majeure
(1) Confi-Vend shall not be liable for performance disruptions due to force majeure.
(2) This includes in particular:
- natural disasters;
- flooding;
- fire;
- war;
- terrorist attacks;
- pandemics;
- strikes;
- lockouts;
- official measures;
- supply chain disruptions;
- energy shortages.
(3) Delivery and performance periods shall be extended for the duration of the disruption plus a reasonable restart period.
§ 21 Indemnification
(1) The customer shall indemnify Confi-Vend against all third-party claims based on use of the machine in breach of contract.
(2) This applies in particular to claims arising from:
- faulty product dispensing;
- violations of hygiene regulations;
- breaches of official requirements;
- operation outside permitted climate conditions;
- improper filling;
- modifications to the machine.
§ 22 Data Protection
(1) Personal data shall be processed exclusively within the framework of applicable data protection laws.
(2) The current privacy policy of Confi-Vend forms part of the business relationship.
(3) If the customer processes personal data of third parties, it is itself responsible for compliance with data protection regulations.
§ 23 Place of Jurisdiction and Applicable Law
(1) The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be, to the extent permitted by law, the registered office of Confi-Vend UG.
§ 24 Severability Clause
Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
In place of the invalid provision, a legally permissible regulation shall be deemed agreed that comes closest to the economic purpose of the original provision.
