§ 1 Validity
1. our terms and conditions of delivery and payment, with which our customer declares his agreement when placing the order, shall apply exclusively, also for future transactions, even if no express reference is made to them, but they have been received by the customer with an order confirmed by us. If the order is placed in deviation from our Terms and Conditions of Delivery and Payment, only our Terms and Conditions of Delivery and Payment shall apply, even if we do not object. Deviations shall therefore only apply if they have been expressly recognised by us in writing.
recognised by us in writing. We are authorised to assign the claims arising from our business relations. The contractual relationship shall be governed exclusively by German law, in particular the German Civil Code and the German Commercial Code. The place of jurisdiction is the registered office of the company.
§ 2 Offer and conclusion of contract
1. all offers made by us directly or by our representatives and travellers are subject to change and non-binding. Declarations of acceptance and all orders require our written confirmation to be legally valid. The same applies to supplements, amendments or collateral agreements.
2 Drawings, illustrations, dimensions, weights or other performance data are only binding if these are expressly agreed in writing or if a nationally or internationally recognised standard exists to which reference is made.
§ 3 Time of delivery and performance
1. delivery dates or deadlines, which can be agreed as binding and non-binding, must also be in writing.
2. we are not responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us – this includes in particular strikes, lockouts, official orders, etc., even if they occur at our suppliers or their subcontractors – even in the case of bindingly agreed deadlines and dates.They authorise us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
3. if the hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if we are released from our obligation, the buyer cannot derive any claims for damages from this.The buyer can only invoke the aforementioned circumstances if he notifies us immediately.
4. if the buyer suffers damage as a result of non-compliance with bindingly agreed deadlines and dates or in the event of our delay, he shall be entitled, to the exclusion of further claims, to demand compensation for delay insofar as he has demonstrably suffered damage as a result of the delay. The compensation for delay shall amount to 0.5 % for each completed week of delay, but shall not exceed a total of 5 % of the invoice value of the deliveries and services affected by the delay. 5.
5 We are entitled to make partial deliveries and render partial services at any time.
6. A freight charge of EUR 3.07 to EUR 7.67 per pallet cage and EUR 0.70 per EURO pallet shall be charged for the delivery.
§ 4 Transfer of risk
The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transport and/or has left our warehouse or the warehouse of a subcontractor commissioned by us for the purpose of despatch. If dispatch becomes impossible through no fault of our own, the risk shall pass to the Buyer upon notification of readiness for dispatch. Transport insurance shall only be taken out at the express request of the buyer and at the buyer’s expense.
§ 5 Warranty
1. in the case of unused, new goods, we guarantee that the products are free from manufacturing and material defects. The statutory warranty period shall apply.
2. the warranty period begins on the date of delivery. If changes are made to the products, parts are replaced or consumables are used that do not correspond to the original specifications, all warranties are cancelled.
3. the delivered goods must be inspected by the buyer without delay. Our head office (not the representative or traveller) must also be informed immediately of any complaints and the goods must be kept ready for our inspection. §Section 377 of the German Commercial Code (HGB) shall also apply in the case of minor merchants. In the case of obvious defects, short deliveries or incorrect deliveries, no rights can be asserted after 3 days from delivery. The same applies if the goods are processed or resold. In the case of hidden defects that cannot be detected even with the most careful professional inspection of the goods, the follow-up period is 2 months. In the event of a justified complaint, the defect shall be remedied by us or our authorised representative free of charge by rectification or subsequent performance. Only in cases in which we fail to rectify the defect or provide subsequent fulfilment within a reasonable period of time or fail to do so shall the purchaser be entitled, at his discretion, to claim a reduction in price or withdraw from the contract.
4. warranty claims against us are only available to our contractual partner and are not assignable to third parties. Further claims of the customer – irrespective of the legal grounds – are excluded. We are therefore not liable for damage that has not occurred to the delivery item itself. In particular, we are not liable for loss of profit or other financial losses of the customer.
§ 6 Retention of title
1. the goods shall remain our property until all claims (including all current account balance claims) to which we are entitled against the buyer now or in the future for any legal reason have been settled.
2. the purchaser is authorised to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security are not permitted. The purchaser hereby assigns to us in full by way of security all claims arising from the resale or any other legal grounds (insurance, unauthorised action) in respect of the reserved goods (including all current account balance claims). The purchaser is hereby revocably authorised to collect the claims assigned to us for our account in his own name. This direct debit authorisation can only be revoked if the purchaser does not properly meet his payment obligations to us.
3. in the event of access by third parties to the reserved goods, the buyer shall draw attention to our ownership and inform us immediately.
4. in the event of breach of contract by the buyer – in particular default of payment – we shall be entitled to take back the reserved goods or, if necessary, to demand assignment of the buyer’s claims for restitution against third parties. If we take back or seize the goods subject to retention of title, this shall not constitute a cancellation of the contract, unless the German Instalment Purchase Act applies.
§ 7 Price and terms of payment
1. unless otherwise stated in the order confirmation, our prices are ‘ex works’ excluding packaging; this will be invoiced separately.
2. the statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
3. the deduction of a discount requires a special written agreement.
4. unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 14 days of the invoice date. If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 5% above the respective base rate of the German Federal Bank per annum. If we are able to prove a higher damage caused by default, we shall be entitled to claim this. However, the customer shall be entitled to prove to us that we have suffered no or significantly less damage as a result of the delay in payment.
has been incurred.
5. Partial deliveries shall be invoiced immediately and shall each be due for payment separately, irrespective of the completion of the overall delivery; in the absence of any other agreement, advance payments for contracts shall be offset against the individual partial deliveries on a pro rata basis.
6. the customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed and have been recognised by us. In addition, he is authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. The pallet current accounts of the established current account balances are partially excluded for any existing set-off claims.
7. if the customer/buyer is in arrears with payment obligations to us, all existing claims shall become due immediately.
8. our claims are assigned to SüdFactoring GmbH, Stuttgart. Payments can only be made to SüdFactoring GmbH with debt-discharging effect. The bank details can be found on the invoice.
The balance claims from the current account relationships are excluded from the assignment to SüdFactoring GmbH.
§ 8 Conditions for the hire and exchange of pallets and pallet cages in the case of a permanent business relationship
1. exchange
a) An exchange fee of EUR 3.07 per pallet cage and EUR 0.51 per Euro pallet shall be charged for used, exchangeable pallet cages/Euro pallets.
b) The exchange period may not exceed 30 calendar days.
c) From the 31st calendar day onwards, a delay compensation of 0.02 euros per pallet and 0.15 euros per pallet cage will be charged per day.
d) The pallet cages/flat pallets must be returned to our company headquarters in an exchangeable condition that complies with the latest UIC standard after being released by you or your partner.
e) If pallet cages/Euro pallets are missing or are no longer exchangeable, they will be charged at the respective market/daily price.
f) As long as the exchange relationship exists, the pallet cages/Euro pallets remain the property of Deutsche Paletten Logistik GmbH.
g) For the collection of small quantities, we charge 1.53 euros per item for up to 50 Euro pallets and 7.67 euros per item for up to 10 pallet cages. For longer-term business relationships, we maintain a pallet account as a current account analogue to § 355 HGB. The account balance shall be communicated to the customer in writing on a monthly basis. The business partner is obliged to check the account balance and to notify Deutsche Paletten Logistik GmbH immediately of any objections within 5 days (received by us). After expiry of this period, the balance shall be deemed recognised. The recognised balance must be settled within a period of 5 calendar days. After expiry of this period, a compensation for use per Euro pallet of 0.51 Euro/month and per pallet cage of 5.11 Euro/month (plus VAT) will be charged for default and overdue payments in line with standard industry rents. The above compensation shall also be charged in the event of non-realisation or delayed realisation of releases from the time of notification by us. For reasons of cost, we cannot issue a credit note for releases of less than 10 units (for Euro pallets) which are not to be collected by our permanent business partners. Such pallet notes will not be accepted by us as a credit unless the additional costs actually incurred as a result are paid. For unsuccessful collection attempts in the local area up to a distance of 50 km, we charge EUR 1.12 per kilometre driven in vain. Pallet releases that are charged with costs for which the customer is responsible will not be accepted and will be charged back.
2. Rental
Euro flat pallets, pallet cages, plastic pallets and one-way pallets are rented for a minimum term of one month. Rental charges are to be agreed separately according to standard market conditions.
a) Rental contracts with a term of more than 3 months must be cancelled with a notice period of one month before expiry. If notice of cancellation is not given in due time, the tenancy shall be extended by a further two months in each case.
b) Upon expiry of the rental agreement, the tenant must return the rented property clean and undamaged to the location specified by us at his own expense.
c) The calculation of the rent begins on the day of delivery.
d) Delivery shall be at the expense of the hirer.
e) If the rental object is not returned to the specified location after expiry of the rental contract and after a request has been made, compensation for use will be charged in accordance with the aforementioned rental interest.
f) If the tenant declares himself unable to return the property after the expiry of one month and after having been requested to do so, or if he does not make a declaration in response to the request to return the property, we shall refuse to return the property and shall charge the respective market price as compensation.
g) The rents must be paid monthly in advance, for the current month by the 3rd of each month at the latest.
h) Complaints about the rented property must be made by the tenant immediately upon acceptance. Complaints are excluded after three days from delivery of the rental property.
i) The Hirer shall be liable for damage and loss of the rental object, irrespective of the reason for the loss or damage.
§ 9 Limitation of liability
Our liability for injury to life, body or health is excluded unless it is based on a negligent breach of duty by us or an intentional or negligent breach of duty by our legal representative or vicarious agent. Our liability for other damages is excluded unless they are based on a grossly negligent breach of duty by us or an intentional or grossly negligent breach of duty by our legal representative or vicarious agent.
§ 10 Jurisdiction agreements and severability clause
1. the law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship, including with customers who have their registered office outside the Federal Republic of Germany.
2. insofar as our customer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, Soest is agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The customer may also be sued at his registered office.
3. should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. The invalid provision shall be replaced by another valid provision that comes as close as possible to what would have been agreed between the parties if they had known in advance that the invalid provision was invalid.