B2B General Terms and Conditions of Sale (GTC)

B2B General Terms and Conditions of Sale of CrackersCompany (Hasan Lombardi-Yoksulabakan, Stuttgarter Straße 106, 70736 Fellbach, Germany) — hereinafter the "Seller". Version: June 2026.
These GTC apply exclusively to B2B relationships; consumers within the meaning of § 13 BGB / Art. 3 of the Italian Consumer Code are expressly excluded.

§ 1 — Scope

1.1 These GTC govern all sales contracts concluded through the Aperigusto store (aperigusto.it / aperigusto.com) between the Seller and the Customer acting in the course of their commercial, industrial, craft or professional activity.

1.2 The Customer's terms and conditions apply only with the Seller's express written consent. Silence does not constitute acceptance.

1.3 The GTC also apply to future relationships with the same Customer without the need for further agreements.

§ 2 — B2B access and eligibility

2.1 The store is reserved for operators in the HoReCa sector (Hotels, Restaurants, Catering), resellers and businesses with an active EU VAT number.

2.2 By registering, the Customer declares that they are acting as a business and not as an end consumer.

2.3 The Seller may reject orders from parties that do not meet the B2B requirements.

§ 3 — Conclusion of the contract

3.1 The online catalogue constitutes an invitation to make an offer (invitatio ad offerendum), not a binding offer.

3.2 The contract is concluded when the written order confirmation (email) is sent or, failing that, when the goods are dispatched.

3.3 The Seller may decline an order in the event of manifest pricing errors or unavailability of the goods.

§ 4 — Prices, VAT and reverse charge

4.1 Prices are in euros, excluding VAT (net). Shipping costs are stated separately.

4.2 For B2B sales to Customers in other EU Member States with a valid VAT number, the VAT exemption with reverse charge applies pursuant to Art. 196 of Directive 2006/112/EC / § 13b UStG. The invoice is issued without German VAT; the Customer accounts for VAT in their own country.

4.3 The Customer provides their EU VAT number during registration. The Seller verifies it through VIES. If the VAT number is invalid, the applicable German VAT rate (19%) is charged.

4.4 Prices are ex warehouse Fellbach (EXW — ICC Incoterms® 2020), unless otherwise agreed.

§ 5 — Payment terms

5.1 Unless agreed in writing, payment is due within 14 days of the invoice date, without deductions.

5.2 In the event of late payment, interest applies pursuant to § 288 Abs. 2 BGB (9 percentage points above the ECB rate), together with reimbursement of debt collection costs.

5.3 Set-off is permitted only for uncontested claims or claims established by a final court judgment.

§ 6 — Delivery

6.1 The goods are dispatched from the warehouse in Fellbach, Germany.

6.2 Delivery times stated in the store are estimates and are not binding unless agreed in writing.

6.3 In the event of force majeure or disruption of the supply chain, the period is extended proportionally. The Customer may withdraw if the extension exceeds 6 weeks.

6.4 Partial deliveries are permitted if reasonable for the Customer.

§ 7 — Transfer of risk

7.1 Unless otherwise agreed, risk passes to the Customer when the goods are handed over to the carrier (FCA Fellbach — ICC Incoterms® 2020).

§ 8 — Retention of title

8.1 The goods remain the property of the Seller until all outstanding claims have been paid in full (extended retention of title).

8.2 The Customer may resell the goods in the ordinary course of business; the Customer hereby assigns to the Seller the claims arising from resale up to the value of the goods.

8.3 In the event of seizure or other third-party intervention concerning the goods, the Customer shall immediately inform the Seller in writing.

§ 9 — Warranty (§§ 434 et seq. BGB, § 377 HGB)

9.1 The Customer shall inspect the goods upon delivery and report defects in writing within 8 business days of receipt (apparent defects) or discovery (hidden defects). Late notification excludes warranty rights (§ 377 HGB).

9.2 In the event of a defect, the Seller shall choose between replacement and repair. If supplementary performance fails twice or is impossible, the Customer is entitled to a price reduction or termination.

9.3 The limitation period for the warranty is 12 months from delivery (§ 438 Abs. 1 No. 3 BGB), except in cases of intent.

9.4 The warranty does not cover defects caused by normal wear and tear, improper storage or tampering by the Customer.

9.5 For food products, the Customer shall comply with the storage instructions on the label. The warranty does not cover damage caused by failure to maintain the cold chain.

§ 10 — Limitation of liability

10.1 The Seller has unlimited liability for intent, gross negligence and injury to life, limb or health.

10.2 In cases of slight negligence, the Seller is liable only for breach of essential contractual obligations (Kardinalpflichten), limited to foreseeable damage.

10.3 Liability under the Produkthaftungsgesetz remains unaffected.

§ 11 — Food information obligations (EU Regulation 1169/2011)

11.1 Allergens, ingredients and nutritional values are stated on the product pages and labels. In the event of a discrepancy, the label prevails.

11.2 The Customer (food business operator) is responsible for information obligations towards their own end consumers.

§ 12 — Personal data

Data is processed in accordance with our Privacy Policy (GDPR).

§ 13 — Applicable law (exclusion of CISG)

13.1 The relationships are governed exclusively by German law (BGB, HGB). The CISG (Vienna, 1980) is expressly excluded.

13.2 The choice of law is valid for B2B relationships pursuant to Art. 3 of Regulation (EC) 593/2008 ("Rome I").

§ 14 — Place of jurisdiction

14.1 For disputes with Customers who are merchants within the meaning of the HGB, the exclusive place of jurisdiction is Stuttgart (Germany).

14.2 The Seller may also bring proceedings in the courts at the Customer's registered office.

§ 15 — Final provisions

15.1 Severability clause: the invalidity of individual clauses does not affect the validity of the remaining GTC.

15.2 The Seller reserves the right to amend the GTC upon 30 days' written notice. Failure to object within this period constitutes acceptance.

15.3 Contractual communications shall be made in writing; email is deemed equivalent to written form.