General terms and conditions (Status: October 2020)

General information

1. Our General Terms and Conditions (GTC) apply to entrepreneurs within the meaning of § 310 para. 1 in conjunction with § 14 of the German Civil Code (hereinafter referred to as “BGB”); entrepreneurs in this sense are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the exercise of a commercial or independent professional activity.

2. The following terms and conditions apply to all our business activities. They shall apply to all current and future business relationships, even if they are not expressly agreed again.

3. Our General Terms and Conditions shall apply exclusively; our customer’s General Terms and Conditions shall not become part of the contract. They shall not be recognised even if we do not expressly object to them upon receipt. Deviating agreements are only binding if they are confirmed by us in writing.

Conclusion of contract; subject matter of contract; place of performance; sample;
Information obligations of the client

1. Offers to conclude a contract are always made solely by us and are confirmed by the client. We shall be bound by our offers for four weeks. Amendments and/or additions to our offer by the client shall only be deemed to have been legally agreed between the parties after they have been expressly accepted by us. We shall be entitled to accept an order or an order from a client that is submitted to us without a prior offer within four weeks. Acceptance shall be effected by a written declaration on our part or by the performance of the services ordered or the execution of the order. If we do not respond, this shall expressly not be deemed tacit acceptance.

2. We shall carry out quality checks on the customer’s goods and, where possible, rectify quality defects in the inspected goods or their packaging in individual cases. The order is always executed at our company location. We reserve the right to commission specialised subcontractors with the execution of the order or parts of the execution of the order. Execution shall then take place at the subcontractor’s location.

3. In the event that the order includes the reduction of harmful substances and/or the treatment and/or cleaning of goods, e.g. goods infested with mould or contaminated with harmful substances, the client is obliged to provide us with timely and accurate information on the condition of the goods and the scope and extent of any contamination or pollution of the goods. The client must provide all information required to draw up a suitable treatment concept in full and in good time. If this takes the form of sending a sample and/or providing an expert opinion or a (laboratory) analysis on the condition of the goods and/or the suitable treatment concept (by us or the customer), the sample and/or the expert opinion or the (laboratory) analysis shall be representative and binding for the entire batch of goods sent to us and their treatment by us. We are not obliged to take (random) samples for any deviations. Such deviations shall be borne by the customer. The performance of random samples by us shall only be owed if this has been expressly agreed separately in writing with remuneration corresponding to the additional expense.

4. The client is obliged to inform us completely and accurately about the material properties of the goods to be treated. If the client does not inform us expressly, completely and in good time about any treatment of the goods that has already taken place (e.g. to eliminate or reduce harmful substances) and/or the introduction of or contact of the goods with chemicals or other substances, we shall assume that no pre-treatment of the goods has taken place and that the goods have not been in contact with chemicals or other substances when developing a suitable treatment concept and its implementation. Should it transpire that treatment measures have already been carried out
and/or the goods have already been in contact with chemicals or other substances about which we were not informed in good time or in full, this shall be borne by the client.


1. Our prices are – unless otherwise stated in our offer or our order confirmation – exclusive of packaging, shipping and transport costs and duty unpaid (abroad). Any packaging materials required shall be invoiced at cost price. We will not take back the packaging. Price lists, catalogue or internet prices are subject to change. Fixed price agreements require a written agreement.

2. If the prices of our suppliers, our costs (e.g. wage and raw material price increases etc.) or our duties increase or are newly introduced between conclusion of the contract and delivery or performance, we shall be entitled to increase the price accordingly, unless the price has been expressly confirmed as a fixed price.

3. If we take the client’s change requests into account, we shall be entitled to charge the client for the additional costs incurred.

4. In the case of invoicing according to prices per sales unit, we shall invoice the total number of sales units made available to us for processing and/or testing, but at least the sales units ordered.

5. The statutory value added tax is not included in our prices; this will be invoiced in accordance with the statutory provisions. Any increases in the VAT rate between order and delivery shall be borne by the customer.

Terms of payment

1. Unless otherwise stated on the invoice itself, our invoices are payable within ten days of the invoice date, free of postage and charges and without deductions, to our account details stated on the invoice. After expiry of this period, the customer shall be in default of payment, for which we shall charge an additional 3% of the net amount.

2. The granting of discounts requires, in addition to an express individual contractual agreement, the further condition that all previous invoices have been settled by then. The net invoice amount after deduction of discounts etc. shall be decisive for calculating the discount.

3. We are not obliged to accept bills of exchange and cheques. We only accept bills of exchange subject to the possibility of discounting. Cheques and bills of exchange shall only be credited after they have been honoured, assignments of claims only after payment. The claim and its due date remain unaffected until then. We accept no liability for timely honouring and protesting. Protest and collection charges shall be borne by the customer.

4. We are entitled, despite any provisions of the client to the contrary, to offset payments first against the client’s older debts.

5. The retention of payments or offsetting due to any counterclaims of the client that are disputed by us and have not been legally established shall not be permitted. Furthermore, the client is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

6. In the event of non-compliance with the terms of payment by the client (payer), all outstanding claims shall become due immediately. Subject to the provisions set out in § 8 below, default in payment by the customer shall result in the retention of the goods provided to us for the fulfillment of the order.

Default of payment and credit unworthiness

1. If the agreed payment deadlines are exceeded (default) or if a cheque and/or bill of exchange protest becomes known, we are entitled to
withdraw from all contracts and claim damages for non-performance;
o to make use of our right of lien and to realise the client’s goods in accordance with the following § 8;
o to demand securities and to realise securities provided;
o to declare all outstanding payments due and to fulfil outstanding
services only against advance payment;
o to charge interest on arrears from the due date at a rate of nine percentage points above
the base interest rate of the European Central Bank plus the value added tax
value added tax applicable at the time;
o if necessary, to assert further damages caused by default against the
to assert claims against the client.

2. In the event of judicial enforcement or the opening of insolvency proceedings against the client’s assets, all rebates, bonuses and discounts granted on unpaid invoices shall lapse.

Fumigation/degassing of containers, gas and pollutant contamination

1. The customer is obliged to submit a gas-out certificate for each container delivered to us for which fumigation to kill vermin, pests, etc. has been ordered (from third parties) in good time – at the latest upon delivery of the container(s). In the event that goods are delivered to us for processing/inspection in containers without a gas-out certificate, where it is already known (e.g. on the basis of a corresponding gas-out certificate) that the container(s) has/have been treated with gas, but has/have not been securely degassed, or if there are suspicious facts that suggest such a gas-out (e.g. traces of sticking on the decks, etc.), we shall be entitled to demand that the container(s) be degassed. Traces of sticking on the ventilation slots and/or doors of the container(s)), we are obliged for reasons of occupational health and safety law and due to our duty of care towards our employees to open such containers and, if necessary, to carry out the necessary measurements and degassing.
To call in a specialised company for the necessary measurements and, if necessary, degassing(s). The resulting costs shall be borne by the client without the need for a separate order.

2. The client is also obliged to inform us in good time before the delivery of containers that are to be opened by us or our employees or by a company commissioned by us whether the container(s) has/have been fumigated. If the customer fails to fulfil this obligation, he must compensate us, our employees or third parties for any damage incurred as a result and indemnify us against any corresponding claims for damages.

3. If it is suspected that hazardous gases or other pollutants have been released in the container(s) due to vapours from the goods delivered to us, we shall be entitled to have the gas or pollutant concentration in the container(s) tested by a specialist company before opening. The resulting costs shall be borne by the client without the need for a separate agreement.

Dates; collection

1. The (execution) dates stated by us are always only approximate and are generally non-binding. Execution dates that are to be agreed as binding must be in writing.

2. A bindingly agreed execution deadline shall be deemed to have been met if we have notified the customer of the completion of the order by the expiry of the agreed deadline or if the goods have been loaded at our company location by the expiry of the deadline or cannot be loaded in good time due to the lack of timely provision of a means of transport by the customer.

3. If non-compliance with the execution deadline is due to force majeure (e.g. war, riots, forces of nature, etc.) or similar events such as strikes, lockouts, etc., the execution deadline shall be extended accordingly. The execution period shall also be extended appropriately if unforeseeable or unusual circumstances occur (e.g. operational disruption, official sanctions
etc.) which could not be prevented by us despite reasonable care.

4. The client must collect his goods no later than ten days after notification from us that the order has been completed. If return transport of the goods is contractually owed, the client must inform us of the name and address of the recipient in full in writing or by e-mail within ten days of our notification of completion of the order.

5. After expiry of the period specified in clause 4 above, we shall be entitled, but not obliged, to store the goods at our discretion at the expense and risk of the customer and to the exclusion of our liability, to take all measures deemed appropriate for the preservation of the goods and to settle our order. Furthermore, after expiry of the period specified in clause 4, we shall be entitled to charge a flat-rate storage fee of 16 cents per day and pallet and – if the pallets are provided by us – an additional rent per pallet of 5 cents per day. We reserve the right to assert further claims.

6. Until full payment of the costs incurred in accordance with clause 5 above, we shall have a right of retention to the customer’s goods – without prejudice to further contractual or statutory claims.

Dispatch; transfer of risk

1. Unless otherwise agreed in writing, we are not obliged to transport the client’s goods from or to our company location or to another place of performance. If we are commissioned by the customer to transport the goods, the German Freight Forwarders’ Standard Terms and Conditions (ADSp) shall apply as agreed. We are entitled to commission a transport company to transport the goods in the name and for the account of the customer.
the goods. Without specific instructions for the transport, this shall be carried out to the best of our judgement, but without any obligation for the cheapest mode of dispatch. The conclusion of transport insurance is the responsibility of the customer. At the request of the customer, we shall take out transport insurance in our own name and at our own expense.
transport insurance at the customer’s expense. We estimate the costs to be borne by the customer at a flat rate of 2 % of the value of the goods.

2. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon notification by us of the completion of the order, but at the latest upon handover of the goods to the customer, in the case of dispatch of the goods upon handover of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the dispatch.

3. It shall be deemed equivalent to handover if the client is in default of acceptance.

Right of lien; realisation

1. We shall have a contractual lien and right of retention on all goods of the client which come into our power of disposal in the course of the execution of the order due to all due and not yet due claims to which we are entitled from the contracts concluded with the client. These rights shall continue to apply to such claims of the customer against third parties which take the place of the goods encumbered with the right of lien and retention as a result of the sale, resale, processing, mixing or for other reasons. The client assigns these claims to us when they arise.

2. In the event of default of payment by the client, we shall be entitled to realise the goods and/or demand payment from a third-party debtor. Realisation shall take place by public auction or private sale. A waiting period of two weeks shall replace the one-month period of § 1234 BGB. The realisation proceeds shall be offset against the liabilities less reasonable costs for the realisation in accordance with § 367 BGB.

3. Further statutory rights of lien and retention shall remain unaffected.

§ 10

1. Our warranty refers to the operational and contractual fulfilment of the order and to the use of faultless materials. We do not owe or guarantee the success of the inspection and/or processing of the customer’s goods. Warranty is excluded in the case of defects which are already present in the goods themselves at the time of acceptance of the goods by us and which cannot be remedied within the scope of a quality control to be carried out by us.

2. We do not assume any warranty or liability for damage resulting from any deviations of the goods treated by us from the sample provided to us and/or an expert opinion or (laboratory) analysis obtained on the condition and/or suitable treatment concept of the goods. The risk of such deviations shall be borne by the customer.

3. We also accept no warranty or liability for damage resulting from a failure to provide information about the material properties of the goods to be treated, about treatments already carried out on the goods and/or the introduction of or contact of the goods with chemicals or other substances. The risk of failure to provide information, or failure to provide information in good time, or incomplete or inaccurate information, shall be borne by the client.

4. Warranty claims of the client presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB. The client is obliged to formally accept the goods. For this purpose, he shall inspect the goods on site immediately after receiving notification from us that the order has been completed. If a defect becomes apparent in the execution of the order or if missing quantities etc. can be identified, the customer must notify us of this immediately in writing or by e-mail. If the client fails to notify us, the fulfillment of the order shall be deemed approved. The client is then excluded from all warranty rights. If a defect is discovered later in the execution of the order, the client must notify us in writing or by e-mail immediately after discovery; otherwise the goods or the execution of the order shall be deemed to have been approved even in view of this defect and the client shall be excluded from all warranty rights.
The client is excluded from all warranty rights. The client shall bear the full burden of proof for all claim prerequisites, in particular for the defective execution of the order itself, for the time of discovery of the defect and for the timeliness of the notification of defects. This also applies to complaints regarding missing quantities etc.

5. Recognisable damage that occurs in the course of delivery of the goods by a forwarding agent must be noted on the delivery note and consignment note and confirmed by the driver’s signature. The client must ensure that we are able to ascertain the defect, if necessary also at an end customer of the client.

6. We provide a warranty for defective order fulfillment at our discretion by repair or replacement.

7. If the subsequent performance fails, the client may, in principle, demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the case of only insignificant defects, the warranty shall be limited to subsequent fulfillment. The client shall not be entitled to any further warranty claims. An insignificant defect is deemed to be, in particular:
o goods incorrectly sorted as good or bad goods to an extent of up to 3% of the total goods to be sorted, if the content of the order is the sorting of the client’s goods;
o a failure to rectify defects in an amount of up to 3% of the goods actually processed, if the content of the order is the processing and rectification of defects in the client’s goods.

8. The warranty period is one year from the date of our notification of completion of the order, but no later than one year from the transfer of the goods to the client or a transportation company commissioned by the client. If the subject of the order is the sorting of goods, only the transfer of the sorted goods is relevant. The sorted-out goods are not considered for the start of the limitation period.

9. We do not provide any guarantees in the legal sense, neither expressly nor implicitly. Our liability is not extended or otherwise modified by any guarantees given by the client with regard to the goods.


§ 11
Limitation of Liability

1. We are liable for damages arising from the violation of life, body, or health only to a limited extent. The same applies to intent and gross negligence.

2. We are only liable for ordinary negligence if essential contractual obligations are violated, which result from the nature of the contract and are of particular importance for the achievement of the purpose of the contract. In the event of a breach of such essential contractual obligations (including damages due to delay or impossibility), our liability is limited to:

o (a) such damages that must typically be expected to occur within the scope of the contract, and
o (b) excluding indirect or consequential damages, including (but not limited to) lost sales, profits, production failures, and/or business interruptions to the client or their customers.

3. To the extent that, pursuant to the above provisions or mandatory legal regulations, we are liable in principle for damage incurred and do not have unlimited liability, our liability is limited in amount to the difference between the value of the goods due to the defective execution of the order and the value of the goods in the event of a defect-free execution of the order.

4. Claims of the client against us due to breach of duty, especially claims for damages, shall expire one year from the date of our notification of completion of the order, but no later than one year from the transfer of the goods to the client or a transportation company commissioned by the client. This does not apply if we are guilty of gross negligence or intent, as well as for damages resulting from the violation of life, body, or health and in the event of a breach of essential contractual obligations.

5. Any mandatory legal liability remains unaffected.


§ 12
Final Provisions

1. The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with a contract between us and the client is Herzlake.

2. For these terms and conditions and all legal relationships between us and our clients, the law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

3. Should individual provisions of the contract with the client, including these terms and conditions, be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision that comes as close as possible to the economic success of the invalid provision.