General Terms and Conditions of Business
Article 1 General
1. The following General Terms and Conditions of Business form the exclusive basis for all of our deliveries and services - including future deliveries and services. The customer declares that they agree to our terms and conditions when issuing us an order.
2. Exclusively our conditions set out below apply for all of our deliveries and services, to the extent that a different agreement has not previously expressly been reached in writing. Our terms and conditions of business also apply exclusively if the contradictory foundations for the transaction are not expressly rejected.
3. Any changes, incidental agreements and additions to the general terms and conditions must be confirmed in writing by us.
Article 2 Offers
1. Our offers are non-binding. Our written order confirmation applies with regard to the content and scope of the agreement. Incidental agreements, changes, supplements, etc. must be confirmed by us in writing. An agreement is only reached when we confirm the order, however at the latest when we perform the services within the meaning of Item 5 of these conditions.
2. The documents which form part of the offers, such as images, drawings, etc. including details of weights or dimensions or other technical data continue to be owned by us. They must be returned immediately if it is ascertained that the order has not been placed. Use of these documents by third parties is only permitted with our consent.
3. The details of weights or dimensions included in the documents mentioned above and other technical data as well as any DIN or other operating or pan-company standards that are referred to only refer to the contractual item and only constitute an assured characteristic if these are listed in the order confirmation.
Article 3 Payment conditions
1. Invoices are issued on the date the item is sent. Customers default on payment within 8 days of receiving the invoice without this requiring a separate payment reminder. In the event of a payment default, the respective open amount bears interest of the Bundesbank’s base rate plus 5% for non-merchants and 8% for non-consumers. The customer will be charged lump-sum fees of EUR 5.00 for each reminder sent as a result of a payment backlog. These fees will be charged for each payment reminder. In addition, we are also authorised to assert any damages against the customer that exceed this amount resulting from the default.
2. To the extent that this concerns invoices for rent, the rent is calculated monthly in advance, any fractions of months are invoiced depending on the number of calendar days in line with the rent for the respective month. The minimum rental period is one month.
3. If bills of exchange or cheques are accepted as a result of an express agreement in individual cases, these are only accepted in fulfilment with a credit on the value date, subject to receipt of the amount of the receivable. We are not liable for bills of exchange being presented on time or protestation. The customer bears the costs of discounting and collection. In the event of default, the customer must pay us interest in the amount charged by our bank. If we have several receivables from the customer, we determine the receivable against which the payment is to be netted (including with additions to ongoing invoices).
4. If, after concluding the contract, we become aware of circumstances which could significantly reduce the customer’s creditworthiness, or if the agreed payment conditions are not met, we are authorised to assert that all of our receivables from the customer from the business relationship become due immediately, or to demand that collateral is provided. If we receive bills of exchange, we can make these due immediately without reason or return them and demand immediate payment. In addition, we are also authorised to withdraw from the part of the contract not already fulfilled, or to demand advance payment or collateral for additional deliveries.
Item 4 Settlement and right of retention
1. Settlement is only permitted for our receivable if the customer can settle against ta legally ascertained receivable or a receivable which we have expressly recognised.
2. This also applies vis-a-vis merchants for asserting rights of retention to the amounts named in our invoices. The customer is only authorised to execute a right of retention to the extent that the receivable is based on the same contractual relationship.
Article 5 Delivery conditions
1. The delivery deadlines commence with the clear clarification of all of the technical and commercial details and, if necessary, the provision in good time of the specifications to be provided by the customer, or the documents, licenses, releases, etc. to be procured, as well as procurement of the requisite other conditions and, if necessary, receipt of the contractually agreed advance payment. Deliveries and services that are not provided as a result of circumstances that are beyond our control, or which are delayed, including by disruptions to operations, strikes, lock-outs or traffic, or other concretely foreseeable obstacles that occur for us or our pre-suppliers, authorise us to deliver at a corresponding later date. To the extent that these events make performing the transaction permanently unprofitable, substantially change the content of the delivery or have a major impact on our operations, we are authorised to withdraw from the agreement in whole or in part, without the customer thus having a claim to compensation for damages as a result. The customer must be notified of the obstacles immediately with an explanation of the withdrawal without any culpable delay after the impact of the force majeure has been recognised. This is also the case of the circumstances named occur when we are in default.
2. After the expiration of the agreed delivery period, the customer is only entitled to withdraw after a subsequent deadline of at least two weeks, to be set for us, has expired without fruition, and also if a delay in delivery or performance is unreasonable for him.
3. We are entitled to make partial deliveries and also to make delivery prematurely if this is correspondingly notified in advance.
4. If we have concluded a rental agreement with the customer for the rental of a container, the agreed rental period commences with the delivery of the rented item at the location agreed. It is possible for both parties to cancel the rental agreement with 14 days notice. The cancellation must be issued in writing. If the rental agreement has been concluded for a fixed minimum rental period, it is not possible to cancel the agreement during this period. This does not affect the right to extraordinary cancellation. The rental agreement extends beyond the minimum rental period for an unlimited time if it is not terminated with notice of 14 working days. In the event of a premature return of the rental item by the customer, we reserve the right to charge the rent for the entire agreed minimum rental period.
5. If our service obligation comprises renting items, the delivery and return of the items is performed at the customers expense and risk. We are not liable for delayed delivery or collection of the rental items by a transport company, even if we have engaged this company. We herewith assign any corresponding claims for damages against the transport company to the customer.
6. The customer must ensure the proper and professional unloading of the rented items when these are delivered, and also for proper and professional loading upon their return and collection after the end of the rental period at his expense.
Article 6 Withdrawal
1. Withdrawal from the agreement is only possible subject to the statutory pre-requisites, to the extent that this is not expressly precluded according to the regulations in these terms and conditions. In the case of customised items, withdrawal is excluded from the start of their manufacture. In any event the withdrawal must be declared in writing.
2. If the agreement is cancelled as a result of the deadline for part of the delivery or services being exceeded by an unreasonable period, the right of withdrawal is restricted to the respective portion if any such restriction to the right of withdrawal does not affect the remainder of the agreement in an objective assessment.
3. In the event of a withdrawal from a contract to deliver a container, the customer must pay us lump-sum compensation for use, irrespective of any possible additional damage. This applies for each container irrespective of its size and fittings and totals EUR 50.00 plus VAT per calendar day from the date of delivery to collection.
Article 7 Execution of the contract/transfer of risk
1. Risk is transferred to the customer when the purchased or rented item is transferred to the person engaged with transporting it, however at the latest when it leaves our operating premises. This also applies if and to the extent that the shipping is performed using our means of transport or for our account. If shipment is delayed due to the customer’s fault, or if an activity to be performed by him is not performed, risk is already transferred on the date the customer is notified that the item is ready to ship. We are authorised to store the rental item at the customer’s expense and risk, or to charge our own warehousing costs.
2. If the agreed item is delivered or rented later than 6 months after conclusion of the agreement, or if the rental of an item has already lasted for more than 6 months and if the wage, material or financing costs increase after the agreement is reached, or if our suppliers’ prices increase, we are entitled to increase the contractual price or the agreed rent by a corresponding amount while upholding the principle of good faith.
3. If, when concluding a rental agreement, the customer defaults by more than eight days for one month’s rent or another agreed payment, or if he violates his obligations in the rental agreement in another way that is unreasonable for us, or if use violates the contract, we are authorised, after issuing a reasonable reminder, to make all of the rent due for the agreed rental period due immediately, to terminate the agreement without notice and to have the rental item collected immediately at the customer’s expense, and also to assert all of the other claims that we have as a result of the contract or by law immediately.
4. Any objections to our deliveries or services must be notified to us within one week of receipt of the goods or provision of the services, or in the event of a hidden defect, within one week of discovering the defect. This notification must be provided in writing to the extent that the customer is a merchant. If the defect is not notified to us in good time, we are authorised to reject the fulfilment of warranty claims. If the difference to the contractual characteristic is not material or if the restriction to use is only minor, a withdrawal due to a defect is not permitted.
5. In the event of justified complaints with the exception of the lack of assured characteristics, we must rework the defective delivery or service within a reasonable period. If necessary, we can make a replacement delivery and take back the item objected to, excluding the costs of de-installation and installation, or assembly costs. The customer undertakes to offer us the possibility of a rework within the standard working period after previously discussing the issue.
6. Asserting warranty claims does not influence payment obligations and deadlines. Non-merchants can only assert objections under warranty to a reasonable extent while considering the defect. If the customer does not comply with his payment obligations, or if he does not comply with these in good time, our above obligations lapse until the payment obligations have been met.
7. As soon as the customer has started to use a delivered container this purchased or rented item is deemed to have been accepted without defects.
8. The customer must use the rented item carefully, protect it from being over used, and ensure that all of the legal requirements, in particular to observe the statutory provisions set out in Sections 553 ff. of the BGB and ensure maintenance and good care. In addition he must keep the item in proper condition and, in particular, to procure and exchange all of the replacement parts required at his expense. Changes, additional fittings, etc. may only be made to the rented item with our written consent.
9. The company details which we attach to the rented item in a visible location and which show our ownership may not be removed or hidden.
10. The rented item must be installed at the agreed location. It may only be relocated with our written consent. The customer bears the risk of a change of location.
11. We are authorised to view the rented item during normal business hours and to review its use and suitability for use. If the rented item is joined to the land or with a building or plant, this is only performed for a temporary purpose in line with Section 95 of the BGB. The rented item does not become part of the plot of land and must be separated from the plot of land after the end of the rental agreement. If the rented item is destined to serve a principle item owned by a third party, the customer must declare to the respective owner that the rented item is only allocated for a temporary purpose.
12. The customer must protect the rented item from being accessed by third parties at his expense. The customer must inform us immediately of any such access and send us all of the necessary documents immediately. He must also inform us without delay of any applications for forced auctions or forced administration with regard to the plot of land on which the rented item is located.
13. The customer bears the risk of accidental damage, loss and theft, damage to and premature wear and tear for the rented item. Any such events do not release him from the obligation to pay the agreed rent and incidental costs. In addition, in this case, the customer undertakes to either repair the rented item at his expense in a reasonable period to be set by us, and to return it to its contractual condition, or to replace the rented item with another item of equivalent value.
In addition, the customer undertakes to conclude reasonable insurance against fire, burglary, and theft for the container provided. The customer already transfers to us as fulfilment all of the claims resulting from the insurance agreement, we herewith accept this assignment. The customer must provide us with proof of the insurance concluded immediately after delivery of the rented item, and also make the ongoing payments of the insurance premiums.
14. Sub-letting is only permitted with our written consent, however rental payments from the sub-tenant are already assigned to us by the customer. We herewith accept the assignment.
15. After the end of the rental agreement the customer must return the rented item to our nearest rental warehouse, with transport insurance. If the customer has failed to perform repair work, deliveries of replacement parts or cleaning or renovation work in violation of this contract, we will have this work performed at the customer’s expense. It is the customer’s duty to prove that the rented item was return properly and in a usable condition.
Article 8 Reservation of ownership
1. In the event that goods are delivered, we reserve ownership of these goods through to full payment of all of the receivables due from the business relationship, including future receivables (for whatever legal reason, also including any possible claims from bills of exchange and receivables acquired from third parties). In the case of a current account, our security is deemed to be security for the current open balance.
2. If the customer obtains sole or joint ownership as a result of connecting, processing or working on our delivery (with other deliveries), we are entitled to ownership in the proportionate amount in line with the proportion of our delivery to the other connected items. Processing or working on the items in line with Section 950 of the BGB is performed for us without this resulting in an obligation for us. The customer has a revocable authorisation to sell the goods to which we have reserved ownership as part of ordinary business operations on his own behalf, to the extent that the receivable resulting from this sale can be assigned. In this case, the customer assigns the receivable resulting from selling the items to us in the full amount of the goods subject to reserved ownership and supplied by us, together with all incidental rights. We herewith accept this assignment. The value of our goods subject to reservation of ownership is valued by the price of our delivery including VAT and without discounts. Taking back the goods subject to reservation of ownership is not to be regarded as a withdrawal from the agreement. The latter only applies if we expressly declare this in writing. We are not obliged to set a subsequent deadline prior to taking the goods back.
Article 9 Compensation for damage and reimbursement of expenses
1. If we negligently violate a major contractual obligation, we are only liable for compensating the damage that could typically have been foreseen when the agreement was concluded. In addition, we are liable for negligible violations of life, the body and health.
2. If we or our vicarious agents violate other (non-material) contractual obligations or statutory obligations, the contractual partner can only demand compensation for damages if we are guilt of wilfulness or gross negligence. This also applies to all claims from faults during contractual negotiations, the violation of incidental obligations and from unauthorised activities. If we have not fulfilled the contract either in full or in part, we are only liable for direct damages according to Number 1 above, for indirect damage and for consequential damage if we have acted wilfully or with gross negligence, unless this liability is based on a guarantee which results in us also taking over the risk from this type of damage. Our liability for wilfulness and fraudulent behaviour remains unaffected. In the event of a grossly negligent violation of contractual obligations by our non-executive employees, we are only liable of this relates to a material contractual obligation. In this case liability is limited to the typical damage which could also be foreseen when the contract was concluded.
3. These exclusions of and restrictions to liability according to Number 2 above do not affect our liability from the German Product Liability Act or other entitlements resulting from the manufacturer’s liability. To all other extents these exclusions of and restrictions to liability do not apply if and to the extent that the damage is covered by any liability insurance which we hold. The above regulations also apply to claims for the compensation for expenses.
Article 10 Place of jurisdiction, choice of law, place of fulfilment
1. The place of fulfilment for all deliveries and payments is Bad Sobernheim. The place of jurisdiction for merchants for statutory payment reminders is the court of law responsible for our registered office. In business between merchants, the place of jurisdiction is the court of law which is responsible for us. However, we are also entitled to file suit at the customer’s registered office.
To the extent that these General Terms and Conditions of Business do not include any regulations to the contrary, the statutory regulations apply. The legal relationship between us and the purchaser is based exclusively on the laws of the Federal Republic of Germany.
2. If we grant deviations from these conditions, either tacitly or after agreement, for a shorter or longer period, this does not affect our right to demand that our General Terms and Conditions of Business are upheld immediately and strictly. The purchaser cannot derive any rights for himself at any time resulting from the fact that we differ from these General Terms and Conditions of Business in a reciprocal manner in individual cases.
3. If individual provisions of these General Terms and Conditions of Business should be invalid or if they cannot be applied in individual cases, this does not affect the other regulations. The invalid provision will be replaced by a provision which is equivalent to or most closely approximates the economic purpose and spirit of the invalid condition.