General Terms and Conditions

General Terms and Conditions

of Food Essentials e.U.
(hereinafter referred to as Food Essentials)

1. Validity

Contractual basis. Food Essentials enters into contracts and provides services exclusively on the basis of written offers prepared by Food Essentials and the currently valid version of any descriptions of services (e.g. individual documents or general folders), price lists included in the offer, as well as these General Terms and Conditions.

The descriptions of services, price lists and general terms and conditions apply, insofar as they are not merely project-specific (e.g. individual documents), to all legal relationships between Food Essentials and the client[1] and are therefore automatically the basis for all further contracts between Food Essentials and the respective client in the most current version from the first conclusion of the contract, even if these price lists, product descriptions and terms and conditions are no longer expressly referred to.

Future changes. The client will be notified in writing of any changes to the descriptions of services, price lists and terms and conditions of Food Essentials. These changes will be deemed to have been agreed if consumers do not object within four weeks or entrepreneurs do not object within two weeks.

Once the new agreement is valid, the changes to the terms and conditions will also apply to all other current contracts.

Additional agreements. All forms of additional agreements, both before and during the term of the contract, must be in writing to be valid. For entrepreneurs, this also applies to any deviation from the written form requirement.

Contractual components from the client. Specifications from the client regarding the content of the service will only become a component of the contract if they are integrated into the offer by Food Essentials or explicitly accepted by Food Essentials, for example, by referring to these specifications, even if Food Essentials is aware of them.

Even if Food Essentials is aware of them, legally formative elements originating from the client, such as general terms and conditions or contractual clauses, only become effective if they are accepted by Food Essentials with an additional note that expressly includes these legal texts (e.g. ‘T&Cs accepted’). Otherwise, Food Essentials expressly objects to the inclusion of legally binding elements, such as general terms and conditions or contractual clauses, of the client.

The mere acceptance of specifications regarding the client's service content by Food Essentials therefore does not constitute acceptance of the client's legal texts, even if these specifications contain legally binding elements (such as ‘Our terms and conditions apply’).

Procedure in the event of contradictions. In the event of contradictions between the offer, any descriptions of services (project-specific documents, general documents), any price lists and the general terms and conditions of Food Essentials, these shall apply in the order in which they are listed. The more specific elements of the contract therefore automatically amend the more general elements of the contract.

In the event of contradictions between the contractual elements of Food Essentials and the contractual elements of the client, all contractual elements of Food Essentials shall take precedence.

Procedure in the event of ineffectiveness for companies. Should individual provisions of the contract be ineffective or unenforceable, the ineffective provision shall be replaced by an effective provision that most closely approximates the economic purpose of the ineffective provision in contracts with companies.

2. Conclusion of contract

Offer by Food Essentials. Offers made by Food Essentials to the client, e.g. in the form of an individual offer to the client or a non-individualised offer such as a purchase order, catalogue or web shop, are without exception subject to change and non-binding.

Offers from the client. If the client places an order based on an offer or without being asked to do so, i.e. without a prior offer from Food Essentials, e.g. in the case of additional orders in ongoing business relationships, the client, as a business owner, is bound by this for two weeks or, as a consumer, for one week from the time of its receipt by Food Essentials.

Acceptance by Food Essentials. The contract is therefore only ever concluded when the order is accepted by Food Essentials.

Acceptance must generally be made by means of an order confirmation, unless Food Essentials indicates that it accepts the order, e.g. by becoming visibly active on behalf of the client as a result of the order.

A mere confirmation of receipt of the order does not constitute acceptance of the order.

Access. If electronic means of communication or an electronic order management system, to which both parties have access, is used for the submission and acceptance of offers, declarations made on working days, i.e. Monday to Friday, excluding Austrian public holidays, between 8:00 a.m. and 4:00 p.m., shall be deemed to have been received on the same day, and declarations made outside these hours shall be deemed to have been received at 8:00 a.m. on the next working day.
 

3. Scope of services, order processing and customer's obligations to co-operate

Place of performance for entrepreneurs. The place of performance for contracts with entrepreneurs is the registered office of Food Essentials.

Scope of services. The scope of services to be provided is set out in the written service description of Food Essentials, which is derived from all parts of the contract.

Information from other sources not included in the offer (e.g. presentation documents, websites or catalogues) do not form part of the service description.

The client is obliged to check the service description for compliance with his requirements. After the order has been placed, changes to the service description are only possible by mutual agreement and can in particular lead to changes in prices, deadlines and dates.

Agile working method. If the contract is performed in an agile manner, the agile cooperation method and, in any case, the detailed services to be provided as part of the project implementation shall be determined by mutual agreement, unless already included in the offer.

Professional service. Unless the written service description provides otherwise, Food Essentials shall provide professional services in accordance with the time of the offer. Within the framework of the written service description, Food Essentials has freedom of design when performing the services, provided that there are several professional options for performance.

Exchangeable services for companies. Insofar as this is in line with the objectives of the order, Food Essentials is entitled to deviate from the service description and replace services with other equivalent services in contracts with companies.

Third-party services. Food Essentials is entitled to provide the services itself or to use the services of knowledgeable third parties to provide the services (third-party services).

Agreed third-party services. If, as agreed, the services of Food Essentials are based on specifically defined services, components or rights of third parties, these services, components or rights constitute an agreed third-party service.

In this case, the contractual obligation of Food Essentials consists exclusively of the professional commissioning, coordination and processing of such services, but not of the professional performance of the agreed third-party services.

Divisible services. In the case of divisible services, Food Essentials is entitled to make partial deliveries.

Dates and deadlines. Dates or deadlines stated by Food Essentials are non-binding unless they are expressly marked as binding.

Contract duration. Contracts for an indefinite period can be terminated at the end of the month, subject to a notice period of 30 days and provided that any applicable minimum contract duration has been served.

Unforeseeable or unavoidable events. Unforeseeable or unavoidable events – in particular, default on the part of the client in the fulfilment of its obligations and unforeseeable and unavoidable delays for Food Essentials at Food Essentials or its contractors – shall extend deadlines or postpone dates by the duration of the unforeseeable and unavoidable event plus the duration of the organisational measures necessary in such a case. Food Essentials must notify the client of this in writing.

Client's duty to cooperate. The client must provide Food Essentials with all information and services that are necessary for Food Essentials to provide its services, in writing, without delay, without being requested to do so and in a form that can be processed further.

This includes, in particular, the provision of a contact person for the purpose of contract execution, the provision of documents, recipes, materials and equipment, the coordination of order details and the acceptance (release) of partial services and services.

If the necessity for the client to provide information or services only becomes apparent during the provision of the services by Food Essentials, the client must provide these immediately.

The client is responsible for checking the information and services provided by them for suitability, correctness and legality.

The client is liable for all damages resulting from inadequate, delayed or omitted cooperation by the client, and in particular for any additional expenses incurred by Food Essentials as a result. If Food Essentials is unable to provide the services as agreed due to inadequate, delayed or omitted cooperation by the client, Food Essentials is also entitled, without prejudice to other rights, to interrupt the provision of the service, to insert other services for other clients and only to continue the provision of the services for the client, insofar as the client has fulfilled his obligations to cooperate by then, after these services have been completed, thereby postponing all dates and deadlines.

If a third party takes action against Food Essentials for infringement of rights in connection with information or services provided by the client, the client shall also indemnify and hold Food Essentials harmless and assist in the defence against any third-party claims.

Scope of Food Essentials's inspection obligations. Food Essentials shall perform the services in such a way that the services provided by Food Essentials are not unlawful in themselves.

However, Food Essentials is not obliged to legally review the services provided by Food Essentials for any infringement of third-party rights or for any legal infringements that may arise from the type of use planned by the client.

Scope of the client's inspection obligations. The client must carry out the legal inspections themselves, or have them carried out by a suitably trained legal expert, to ensure that the services provided by Food Essentials legally meet all of the client's requirements, in particular with regard to administrative, criminal, competition, trademark, labelling, design protection, copyright, personal and data protection law.

Rights to the services. In principle, all rights to the agreed services are the property of Food Essentials or its licensors. The client receives the right to use the services after full payment of the agreed fee to the extent agreed with Food Essentials or predefined by the licensors.

If no licence scope has been agreed, it shall include non-exclusive use for the client's own purposes within the company, excluding the right to sub-licence or transfer to third parties (or affiliated companies), with the right to edit being restricted to the minimum necessary under the law. Reproduction of Food Essentials services in part is not permitted.

Right to the end product. The client is only entitled to use the service in the agreed form as an end product, but not to receive the basic information, tools, intermediate results, etc. needed to create the services. Unless otherwise agreed, Food Essentials is not obliged to store this basic information, tools, intermediate results, etc. after completion of the work.

Reference. In the case of contracts with companies, Food Essentials is entitled to refer to all services provided by Food Essentials for the client and, if applicable, to another author and, subject to written revocation at any time, to use data such as the name and logo of the client, project description, project images and the like as a reference or as an indication of the business relationship with the client, without the client being entitled to any remuneration for this.

Loyalty obligations. The contracting parties are obliged to promote the reputation of the other contracting party and, in particular, not to criticise the other contracting party to third parties. This obligation shall continue to apply beyond the termination of the contract.

4. Remuneration

Prices. All prices are quoted in euros from the registered office or branch office of Food Essentials for contracts with companies, plus VAT; for contracts with consumers, they are quoted including VAT at the statutory rate.

Cost estimates. Cost estimates provided by Food Essentials to companies are non-binding. The same applies to consumers if the non-binding nature of the cost estimate has been expressly pointed out before it is provided. A cost estimate is deemed to have been provided if the estimate of the expected expense is designated as a cost estimate.

If, after a non-binding cost estimate has been provided, it becomes apparent that the actual costs will exceed the costs estimated in writing by more than 15%, Food Essentials must notify the client of the higher costs in writing. The cost overrun shall be deemed approved by the client if the client does not object in writing within one week of this notification and at the same time as the objection a less expensive alternative is announced in writing. In the event of a cost overrun of up to 15%, no separate notification is required. This cost overrun shall be deemed approved by the client from the outset.

Invoicing on a flat-rate basis. In the event of invoicing in the form of a flat rate, this shall cover all services necessary for the performance of the agreed services. This does not include the costs of unforeseeable events, additional costs resulting from the client's non-contractual cooperation, or additional costs due to hidden defects in services provided.

Invoicing based on time and materials. In the case of invoicing based on time and materials, invoicing is based on the actual time and materials. Invoicing based on time and materials applies if the estimated time and materials are indicated as approximate, provisional or estimated.

Additional services. All services provided by Food Essentials that are not expressly covered by the agreed fee, in particular additional services agreed at a later date, will be remunerated separately.

Settlement terms. The client shall pay 50% of the agreed fee when the order is placed and the remaining 50% of the agreed fee upon completion of the overall project.

Partial services. In addition, Food Essentials is entitled to charge for partial services. Partial services are deemed to be the individual items in the service description and, in the case of an agile approach, the services provided in the context of the individual sections.

Advance on costs. In addition, Food Essentials is entitled to demand advance payments in full to cover its costs from new customers in the event of agreed third-party services being calculated and in the event of an appearance of economic problems, in the event of a past default in payment and in the event of an appearance of the customer's unwillingness to pay.

Price adjustment. In the case of contracts for an indefinite period and contracts with automatic renewal of the contract period, Food Essentials is entitled to make a reasonable price adjustment each year, taking into account the consumer price index.

Food Essentials is also entitled to make a reasonable price adjustment after the contract has been concluded if the costs of the services increase by more than 3% and this increase is beyond the control of Food Essentials. Food Essentials must provide evidence of the cost increase and must credibly demonstrate that it is unable to influence it. Consumers are also entitled to a reduction in the fee if the opposite conditions apply.

Unjustified cancellation by companies. In the event that the client, as a company, cancels all or part of its order without Food Essentials having acted with blatant gross negligence or intent, Food Essentials is still entitled to the agreed fee. In this case, Food Essentials is only required to take into account savings from purchases that have not yet been made. The same applies if Food Essentials withdraws from the contract for an important reason within the client's sphere of influence.

5. Payment

Due date. Food Essentials‘ invoices are due without any deductions from the invoice date. In principle, services are only provided after full payment has been received.

Payability. Food Essentials’ invoices are to be paid within 10 days of receipt of the invoice.

Transfer. In principle, payment must be made by transfer to the bank account. Cash payments are not accepted. The client is obliged to reimburse any bank charges incurred in connection with the transfer.

Other payment methods. The client is also entitled to use all other means of payment offered by Food Essentials. In this case, the amount is debited at the moment of payment by the client.

Contracted third-party services. Food Essentials is entitled to commission third-party services at its own discretion, both in its own name or in the name of the client and for its own account or for the account of the client.

If Food Essentials concludes the contract in its own name and/or for its own account, this is done exclusively in the interest of the client for the purpose of simplified contract and payment processing.

Prohibition of offsetting and retention. The client is not entitled, even in the case of related claims, to offset its own claims against claims of Food Essentials, unless the claim of the client has been recognised by Food Essentials in writing or established by a court of law. Any right of retention in favour of the client is excluded.

Instalment payments. If Food Essentials and the client agree on an instalment payment plan, it is agreed that if even a single instalment is not paid on time, the entire amount will become due immediately.

Late payment. In the event of late payment, the statutory interest rates applicable between companies, but at least 9% per annum, shall apply to contracts with companies, and interest at 9% per annum shall apply to contracts with consumers. The client shall bear all costs and expenses associated with the collection of the claim, in particular collection charges or other costs necessary for appropriate legal action.

Continued default of payment. If a written warning to the client setting a period of grace of at least seven days is unsuccessful, Food Essentials is entitled to issue an immediate invoice for all services and partial services provided, including those provided under other contracts concluded with the client, and to make them due for payment, and to temporarily suspend the provision of unpaid services until all outstanding fees have been paid in full.

After a further unsuccessful reminder sent directly to the client's management and setting a further extension period of at least seven days, Food Essentials is entitled to withdraw from all contracts and to demand compensation for lost profits. Food Essentials is also entitled to cease providing services that have already been paid for.

In addition to these options, Food Essentials is of course entitled to take legal action immediately after the due date for payment has passed.

6. Liability

Traditional contract for work and services. In the case of a traditional contract for work and services, Food Essentials is liable for the achievement of objectives.

Agile approach. In the case of an agile approach, Food Essentials is only liable for the achievement of objectives in contracts with companies if the objective has been clearly defined before the contract is signed. Otherwise, Food Essentials is only liable for the execution of the detailed services defined in the respective project phases together with the client.

Intervention by the client. If the client intervenes in an unauthorised manner in a way not agreed upon in the services provided by Food Essentials or makes undocumented changes or changes that are no longer easily traceable for Food Essentials, the client is liable for the resulting additional costs incurred by Food Essentials, e.g. for completion, verification, documentation, defect identification, defect assignment, defect rectification.

Warranty. The statutory provisions of warranty law apply to consumers. In addition, consumers may be entitled to any guarantees or customer services provided in the product description.

The right to a warranty and the right of recourse for a warranty are limited to six months from delivery for companies. The right to a warranty is completely excluded for companies in the case of used goods.

The client as a business has the right to improvement or exchange or, in the case of minor defects, also to a price reduction or, in the case of major defects, also to cancellation at the discretion of Food Essentials. The rectification of the defect does not extend the warranty period for businesses, nor does it restart for the part of the service affected by the rectification of the defect.

Error, laesio enormis (lesion beyond moiety) in the case of entrepreneurs. The right to contest on the grounds of error and laesio enormis (lesion beyond moiety) is excluded.

Compensation and other claims. Claims for damages and claims based on other liability provisions, in particular recourse claims, by the client are excluded, unless they are based on blatant gross negligence or intent in the case of contracts with entrepreneurs or on gross negligence or intent by Food Essentials in the case of contracts with consumers.

Claims of this kind by companies shall lapse six months after knowledge of the damage and the damaging party; but in any case after three years from the infringing act.

Claims for personal injury and claims based on other non-disposable liability provisions are excluded from this exclusion of liability.

Protective effect in favour of third parties. It is expressly agreed that this contract does not have a protective effect in favour of third parties.

Liability for agreed third-party services. Third parties who provide the agreed third-party services are not vicarious agents of Food Essentials in contracts with companies, do not work for Food Essentials in pursuing its interests and are therefore not included in Food Essentials' area of risk.

For contracts with companies, any fault-based liability of Food Essentials for the agreed third-party services themselves, but not for the professional commissioning, coordination and processing of the same, is thus additionally reduced to fault in selecting the service provider and any no-fault liability of Food Essentials is excluded.

If, in the case of contracts with companies, the third-party services are used on the instructions of the client, i.e. selected by the client, then any liability on the part of Food Essentials is excluded.

Liability for free services. Insofar as Food Essentials provides services or parts of services free of charge, any liability for these parts of services is excluded in the case of contracts with companies.

Burden of proof for companies. A reversal of the burden of proof to the detriment of Food Essentials is excluded. In particular, the customer must prove the existence of the defect at the time of delivery, the time of discovery of the defect, the timeliness of the notification of defects and the existence and degree of fault.

Grace period for entrepreneurs. In the event of non-performance of the contract in accordance with the agreement, the client shall only be entitled to assert claims if it has granted Food Essentials a reasonable grace period of at least fourteen days in writing. This shall also apply to the termination of the contract for good cause.

Withdrawal from the contract for entrepreneurs. The client shall declare its withdrawal from the contract in writing by registered letter.
 

7. Final provisions

Governing law. All legal relationships and matters between Food Essentials and the client shall be governed exclusively by Austrian law, excluding the international conflict of laws rules.

Mandatory consumer law. If, in the case of contracts with consumers, the professional or commercial activity of Food Essentials is directed towards the consumer's home country, the protection afforded to the consumer by the mandatory legal provisions of the country of residence shall remain unaffected by the agreed applicable law.

ÖNORM. Insofar as ÖNORMEN have not been explicitly agreed, they shall not apply.

Place of jurisdiction for entrepreneurs. The place of jurisdiction for all disputes between Food Essentials and the client as an entrepreneur shall be the competent Austrian court for 4052 Ansfelden. However, Food Essentials is also entitled to take legal action at the general place of jurisdiction of Food Essentials and the client.
Languages: The German version of these General Terms and Conditions (GTC) is the legally binding version. The English translation is provided for information purposes only. In the event of contradictions or questions of interpretation, only the German version is binding.

[1] The term ‘Client’ as used in these GTC refers to clients of any gender (m/f/d). As of 03.02.2025 (v1)