General Terms and Conditions of Business
1 General
1.1 All deliveries, services and offers of German Container Houses, Sallauminer Straße 68, 09385 Lugau (hereinafter referred to as the “Seller”) shall be made exclusively on the basis of these General Terms and Conditions of Sale. These shall form an integral part of all contracts concluded by the Seller with its contractual partners (hereinafter also referred to as the “Client”) for the deliveries or services offered by it. They shall also apply to all future deliveries, services or offers to the Principal, even if they are not separately agreed again.
1.2 The terms and conditions of business of the Client or third parties shall not apply, even if the Vendor does not separately object to their validity in individual cases. Even if the Vendor refers to a letter which contains or refers to the terms and conditions of business of the Customer or a third party, this shall not constitute an agreement to the validity of those terms and conditions of business.
2 Conclusion and content of the purchase contract
2.1 All offers made by the Vendor are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period. Subject to any express declarations to the contrary, the Seller shall only make binding offers within the framework of the conclusion of a written purchase contract. The contract shall be concluded by the signing of the purchase contract by the Seller and the Client.
2.2 The legal relationship between the Seller and the Client shall be governed solely by the written purchase contract, including these General Terms and Conditions of Sale and any other annexes to the written purchase contract. This contract fully reflects all agreements between the contracting parties on the subject matter of the contract. Oral promises made by the seller prior to the conclusion of the purchase contract are not legally binding and oral agreements between the contracting parties are replaced by the written contract.
2.3 Additions and amendments to the agreements made, including these General Terms and Conditions of Sale, shall be made in writing for reasons of evidence. Telecommunication, in particular by e-mail, shall be sufficient to comply with the written form, provided that a copy of the signed declaration is transmitted. With the exception of managing directors and authorised signatories, the Seller’s employees are not entitled to make deviating oral agreements.
2.4 Information provided by the Seller on the subject matter of the delivery or services (e.g. technical data, dimensions, consumption values) as well as representations of the same (e.g. drawings and illustrations) are only approximately authoritative, unless usability for the contractually intended purpose requires exact conformity. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical or structural 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.
2.5 The Vendor retains ownership or copyright of all offers and cost estimates submitted by it as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Client. Without the express consent of the Vendor, the Customer may not make these items available to third parties, either as such or in terms of content, disclose them, use them himself or through third parties or reproduce them. At the request of the Vendor, he shall return these items to the Vendor in full or destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a purchase contract. This does not apply to the storage of electronically provided data for the purpose of normal data backup.
2.6 Other support, planning and consulting services of the Seller are not owed subject to an express provision in the purchase contract. The production of connections that may be required for use is not owed. In particular, it shall also remain the Client’s responsibility to obtain and secure any public-law approvals that may be required for the use of the object of purchase.
3 Delivery and transfer of risk
3.1 Delivery of the object of purchase shall take place at the registered office of the Vendor German Container Houses, Sallauminer Straße 68, 09385 Lugau. Delivery periods and delivery dates refer to provision at the Vendor’s works. The risk of accidental loss or deterioration of the object of purchase shall pass to the client upon collection. If the Client does not collect the object of purchase within 14 working days of being informed by the Seller that the object of purchase is ready for collection, the Client shall be in default of acceptance and shall bear the additional expenses incurred for the storage and preservation of the object of purchase.
3.2 Upon collection of the object of purchase, a handover protocol shall be drawn up by the Seller and the Client in which the parties shall document in particular the condition and any defects of the object of purchase. The handover report shall be signed by both parties and each party shall receive a copy of the handover report. If the Client is not present at the time of collection of the object of purchase, the Seller shall itself prepare a handover report and send it to the Client. If the Client does not object to the handover report within three working days, the handover report shall be deemed approved.
3.3 If the collection of the object of purchase is delayed, in particular because the construction site is not ready for delivery by the Principal or for assembly, the Principal shall notify the Vendor of this in writing at the earliest possible time. In this case, the risk shall pass to the Client on the day on which the object of purchase should have been collected at the latest in accordance with the contractual agreement. From this day onwards, he shall be in default of acceptance and he shall bear the additional expenses incurred for the storage and preservation of the object of purchase.
3.4 If the Client requests the dispatch of the object of purchase without specifying a means of transport, the choice of the means of transport and transport route shall be made by the Seller, taking into account the interests of the Client. In this case, the place of performance for the delivery shall be the registered office of the Vendor. The risk for the delivery of the object of purchase shall pass at the latest when the goods are made available at the Vendor’s registered office. The Vendor shall not be obliged to conclude a transport insurance contract with the Customer.
3.5 Any storage costs in the event of default of acceptance shall be borne by the Customer. The Seller’s storage costs shall amount to 1.5% of the purchase price of the object of purchase to be stored per expired week. The right to claim and prove further additional expenses shall be reserved.
3.6 The Seller shall be entitled to make partial deliveries of objects of purchase insofar as – this is reasonable for the Client, – the delivery of the remaining objects of purchase is ensured and – the Client does not incur any additional costs as a result (unless the Seller agrees to bear these costs).
3.7 The Seller shall not be liable for impossibility or for delays in delivery if these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded. These include, for example, fire damage, floods, strikes and lawful lockouts as well as operational disruptions or official decrees for which the Seller is not responsible. Supply difficulties and other performance disruptions on the part of the Seller’s upstream suppliers shall only be deemed to be force majeure if the upstream supplier, for its part, is prevented from providing the service incumbent upon it due to an event pursuant to sentence 2. The delivery and performance deadlines shall be extended or the delivery and performance deadlines shall be postponed in this case by the period of the hindrance plus a reasonable start-up period. If the impediment is permanent and makes delivery impossible or unreasonable for the Vendor, the Vendor shall be entitled to withdraw from the purchase contract in whole or in part. Insofar as the client cannot reasonably be expected to accept the delivery as a result of the delay, he may withdraw from the purchase contract by means of an immediate written declaration to the seller.
4 Prices and payment
4.1 The prices shall apply to the scope of performance and delivery specified in the order confirmations or in the purchase contract. Additional or special services shall be charged separately.
4.2 All prices are in EURO plus the statutory value added tax.
4.3 The Vendor shall be entitled to carry out or provide outstanding performance steps only against advance payment or provision of security if, after conclusion of the contract, circumstances become known to the Vendor which are likely to substantially reduce the creditworthiness of the Customer and as a result of which payment of the Vendor’s outstanding claims by the Customer under the respective contractual relationship (including under other individual orders to which the same framework agreement applies) is jeopardised.
4.4 Offsetting against counterclaims of the Client or the retention of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established.
5 Termination / Cancellation by the Client
5.1 If the Client terminates or cancels the contract, the Vendor may demand the agreed order sum, but must allow itself to be credited for any costs saved as a result of the cancellation of the contract or acquired or maliciously refrained from acquiring as a result of the alternative use of its labour or its business.
5.2 Instead of substantiating this claim in detail, the seller may demand a lump-sum compensation amounting to 5% of the order sum.
6. retention of title
6.1 The object of purchase, including all its components and accessories, shall remain the property of the Vendor until the purchase price has been paid in full.
6.2 In the event of access by third parties to the object of purchase, including all its components and accessories, or compulsory execution measures against the property on which the object of purchase is located, the Customer shall draw attention to the Vendor’s ownership and notify the Vendor without delay.
7. defect rights
7.1 Subject to the following provisions, the Customer shall be entitled to the statutory rights in respect of defects. The Seller shall have the right to choose between repair and new delivery. The fact that the object of purchase complies with the regulations applicable outside the EU for use for the purpose intended by the Customer shall not be the subject of the quality of the object of purchase. Guarantees regarding the quality, usability or durability of the object of purchase must be expressly identified as such in the purchase contract, otherwise the Seller shall not assume any guarantees.
7.2 Claims for damages, on whatever legal grounds, are excluded. The Seller shall only be liable for damages in the event of intent or gross negligence, culpable injury to life, limb or health, in the event of defects which the Seller has fraudulently concealed, within the scope of any guarantee promise or assumption of a procurement risk, in the event of delay, insofar as a fixed delivery date was agreed and in the event of liability under the Product Liability Act. In the event of culpable breach of material contractual obligations (the fulfilment of which is essential to the proper performance of the contract and on the observance of which the customer may regularly rely), the Seller shall also be liable in the event of a slightly negligent breach, but then limited to the reasonably foreseeable damage typical for the contract. The limitation of liability applies equally to claims for reimbursement of expenses in accordance with § 284 BGB.
8. final provisions
8.1 The business relations between the Vendor and the Customer shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
8.2 The place of jurisdiction for any disputes arising out of or in connection with the business relationship between the Vendor and the Customer shall be, at the Vendor’s option, Aue or the Customer’s place of business, for actions brought by the Customer exclusively Aue. Statutory provisions on exclusive jurisdiction shall remain unaffected.
8.3 Should one or more provisions of these General Terms and Conditions of Sale be or become invalid in whole or in part, or should these General Terms and Conditions of Sale contain a loophole, the validity of the remaining provisions shall not be affected thereby and, in order to fill the loophole, the legally valid provisions shall be deemed to have been agreed which the contracting parties would have agreed in accordance with the economic objectives and the purpose of the contract and these General Terms and Conditions of Sale if they had known of the invalidity or loophole.