General Terms and Conditions of Sale and Delivery of Behälter KG Bremen GmbH & Co.
- Basis of Contract
1.1 The contracts between Behälter KG Bremen GmbH & Co. (hereinafter referred to as the „Seller“) and its client are exclusively for the sale of brand new and used containers and agitators.
1.2 The Seller’s offer is geared towards commercial operators only.
1.3 These General Terms and Conditions shall apply exclusively for all contracts closed between the client and the Seller. By submitting an order, the customer explicitly recognizes these terms. Any deviating and conflicting or supplementary General Terms and Conditions of the customer shall, even with knowledge thereof, not become part of the contract, even if they are not explicitly contradicted by the Seller.
1.4 A consumer is defined as any natural person who concludes a legal transaction for purposes which are outside his commercial- or self employed occupational activity.
1.5 A commercial operator means a natural person or legal entity or a legal partnership that in concluding a legal transaction is acting in the execution of its commercial- or self employed professional activity.
- Condition of the Goods and Technical Modifications
2.1 The qualities and characteristics specified in the Seller‘s offer, order confirmation as well as in its brochures and catalogues shall constitute the agreed quality of the goods. Different or additional conditions and characteristic features shall not constitute a contractually agreed condition unless they have been explicitly agreed upon. Such agreement has to be made in writing.
2.2 Any declarations made by the Seller regarding the condition of the goods shall not constitute a guarantee of condition and durability, unless the Seller has explicitly identified such declarations as a guarantee of condition and durability.
- Conclusion of Contract and Obligations to Provide Information
3.1 The presentation of goods, particularly on the internet, does not constitute a binding offer by the Seller.
3.2 The customer has the option to place an order by phone, email or by using the contact form on the website of the Seller.
3.2.1 If orders are placed by phone, the customer submits a binding order by means of telephone. The Seller may accept the offer of the customer by a written order confirmation. The contract shall be deemed concluded by the Seller’s written order confirmation. In the event that the order confirmation contains extensions, restrictions or other modifications, the contract shall be deemed concluded if the customer does not contradict the contract in written form within 2 days. Payment of the purchase price shall constitute acceptance.
3.2.2 If orders are placed using the contact form on the Seller’s website or via email, the customer submits a binding order by sending the message. The Seller may also accept the offer of the customer by a written order confirmation. The contract shall be deemed concluded by the Seller’s written order confirmation. In the event that the order confirmation contains extensions, restrictions or other modifications, the contract shall be deemed concluded if the customer does not contradict the contract in written form within 2 days. Payment of the purchase price shall constitute acceptance.
3.3 After placing its order, the customer shall not have the option to change the order unless the Seller expressly acknowledges such change or in the event that the customer contradicts an order confirmation that does not correspond with the order. In the case of orders via contact form or email, prior to placing its order by means of electronic transmission the customer may change it by clicking the „back“-button on the browser or by deleting the unsent mail.
3.4 The Seller will save the text of the respective contracts concluded between the Seller and the customer. The text of the contract will be saved on the Seller’s internal IT systems. The customer may view, at any time, the General Terms and Conditions on this website. Together with the order confirmation, the customer will be sent the details of the order as well as the General Terms and Conditions. After completion of the order, for security reasons the text of the contract will no longer be accessible via the internet.
3.5 The contract language shall be German and English.
4.1 Unless otherwise stipulated in writing, deliveries shall be affected ex warehouse or ex works.
4.2 In the event that due to a wrong address of delivery or wrong recipient the Seller incurs additional forwarding costs, the customer shall reimburse the Seller for such costs unless provision of these wrong details are not attributable to the customer.
4.3 Deliveries shall be made to destinations within the Federal Republic of Germany and to countries of the European Union only. Deliveries outside the EU shall take place only upon consultation.
4.4 The Supplier shall be entitled to make partial deliveries, insofar as these are deemed reasonable by the customer.
4.5 Subject to the delivery instructions given by the customer in its order, deliveries from own or external stock shall be made at the expense of the customer. Any insurance of the goods against transport damage shall be provided only upon express request and at the expense of the customer.
4.6 The risk of loss or damage of the goods shall in all cases pass to the customer as soon as Seller has passed on the goods to a forwarding agent or carrier, at the latest however upon leaving the warehouse/factory.
4.7 The start of the delivery period as defined by the Seller shall start only after all technical questions have been settled. The delivery period shall not be binding, unless the parties have expressly agreed upon a transaction for delivery by a fixed date. The delivery date refers to dispatch ex works or ex warehouse. Deliveries shall be subject to supplies being made to us, covering for events where despite congruent transactions and without any fault on the part of the Seller, deliveries are not received or arrive late.
- Terms of Payment
5.1 The purchase price shall be due immediately upon conclusion of the contract. Payments by the customer shall be made “net cash“ within 8 days from the date of invoice. Payment shall be deemed as completed at that time when the amount is unconditionally at the disposal of the Seller. Unless otherwise agreed upon, for new customers advance payment obligation shall apply.
By accepting payments by cheque, the Seller shall not assume any responsibility regarding protest or due presentation. All fees and all other costs arising from processing of cheques shall be at the expense of the customer.
5.2 Unless otherwise agreed upon, all shipping costs, in particular packaging, transport and delivery costs shall be borne by the customer.
5.3 In case of late payment, the customer shall be obliged to pay to the Seller default interest at a rate of 8 per cent above the base interest rate.
- Terms of Payment - continued
5.4 Notwithstanding the provisions of 5.3, the Seller shall have the right to prove higher damages caused by delay as well as other damages.
5.5 In case of contracts with an agreed delivery period of more than four months, the Seller reserves the right to increase the prices in accordance with cost increases incurred, in particular due to changes in collective labour agreements or material costs. If such an increase exceeds 5 % of the agreed price, the customer shall have the right to rescind the contract.
- Retention of Title
6.1 The Seller shall reserve the right to the supplied items until all outstanding receivables arising from the delivery contract have been paid (including all – even not yet accepted ones – current account surplus claims). The Seller shall have the right to take back the sold goods in cases if the customer acts in violation of the contract.
6.2 Until ownership has transferred to the customer, the customer shall be obliged to handle the goods with care. In particular the customer shall be obliged to insure the goods at his own expense against theft, fire and water, with the insured sum being adequate to cover the replacement value (Note: shall be permitted only for the sale of high value goods). In cases where maintenance and inspection work are required, the customer shall be obliged to carry this out in good time and at its own expense. As long as the ownership has not yet been officially transferred, the customer shall be obliged to inform the Seller immediately in writing if the delivered item is subject to distraint or any other invention by a third party. In cases where such third party is not in a position the reimburse the Seller the court- and extrajudicial costs of a litigation action pursuant to § 771 Code of Civil Proceedings (ZPO), the customer shall be liable to the Seller for the deficient amount.
6.3 The customer shall be entitled to resell the reserved goods in the course of normal business. The customer herewith assigns all claims resulting from the resale of the reserved goods to the Seller, in the amount of the final invoice amount agreed with the Seller (including VAT). This transfer applies irrespective of whether the goods are sold without or after being processed. The Seller shall remain entitled to collect the receivables even after assignment. The Seller’s entitlement to collect the receivables itself shall remain unaffected thereby. The Seller may, however, not collect the receivables as long as the customer meets its payment obligations arising from the proceeds collected, and if he is not in default of payment and in particular if no petition has been filed for the opening of insolvency proceedings or payments have not been suspended.
6.4 The processing, reworking or remodeling of the purchase item by the customer shall always be conducted on behalf and by order of the Seller. In this case, any expectancy right of the customer to the purchase item shall continue to exist for the altered item. In cases where the purchase item is processed with objects that are not the Seller’s property, the Seller shall acquire joint title to the new item in the ratio of the objective value of its purchase item to the other processed items at the time of processing. The same shall apply in cases where items are mixed. If the items are combined or mixed in a way that the item of the Seller is to be regarded as the principle item, it shall be understood as agreed that the customer shall assign to the Seller co-ownership proportionally and that the resulting sole- or co-ownership shall be kept for the Seller. In order to secure the entitlements of the Seller towards the customer, the customer shall also assign to the Seller any receivables from third parties that arise for the customer as a result of incorporation of the retained goods in real property; the Seller accepts such assignment effective immediately.
6.5 On the customer’s request, the Seller undertakes to release the securities to which it is entitled, insofar as their value exceeds the receivables secured by more than 20 %.
7.1 For warranties, the legal provisions shall apply, unless other provisions have been made pursuant to 7.2 - 7.3.
7.2 For brand new products the expiry period for claims arising from liability for defects in quality shall be 12 months from the time of delivery of the item. For used products no warranty applies. This reduced warranty period shall not apply to any culpably caused damages attributable to the Seller, such as damages to life, body and health, or in cases of damages caused deliberately or due to gross negligence, or in cases of malice on the part of the Seller, and neither to any claims pursuant to §§ 478, 479 German Civil Code (BGB).
7.3 To commercial operators, the legal provisions, examination and reprimand obligations of the German Commercial Code (HGB) shall apply. Any complaints for obvious defects have to be made immediately in writing, at the latest within 10 business days after delivery (dispatch of the notice suffices).
The notice of defects must be sent to the seller by fax or email on the same date it is sent by post.
- Limitation of liability
8.1 With the exception of injury to life, body and health and the breach of essential contractual duties (cardinal duties), the Seller is liable only for damages that can be attributed to intentional or grossly negligent conduct.
This also applies for indirect consequential damages particularly such as loss of profits.
An essential contractual duty is one of which the fulfilment facilitates the performance of the agreement at all and on the fulfilment of which the contracting partner regularly depends and can be expected to depend.
8.2 Liability is limited to the damages typically foreseeable on formation of the agreement and otherwise to the sum of the average damage typical for the agreement other than in the case of intentional or grossly negligent conduct or in the case of damages as a result of injury to life, body and health and the breach of essential contractual duties (cardinal duties). This also applies for indirect consequential damages particularly such as loss of profits.
8.3 The liability from paragraphs 1 and 2 also applies accordingly in favour of the employees and vicarious agents of the Seller.
8.4 Claims for liability on the basis of German product liability law are not affected.
- Final provisions
9.1 The law of the Federal Republic of Germany applies to the exclusion of UN sale of goods law. Mandatory provisions of the state in which the customer is habitually resident are not affected.
9.2 The place of fulfilment is the head office of the seller.
9.3 If the customer is a trader, legal entity under public law or special fund under public law or if the customer has no general place of jurisdiction within Germany or if the residence of the customer moves abroad or is unknown at the time when the legal proceedings commence then the place of jurisdiction is the head office of the Seller.
9.4 Should individual terms and conditions of this agreement be invalid or contravene statutory regulations then this shall not affect the remainder of the agreement.
- End of the General Terms & Conditions - (Date: May 2019)
Standard Business Terms and customer information for online sales
- Basic provisions
1.1 The following terms and conditions shall apply to all contracts that you, as the supplier (Behälter KG), have concluded with us via the website www.behaelter-kg.de, unless otherwise agreed upon in writing by the parties. Deviations or conflicting terms and conditions shall be applicable only upon our express consent.
We shall only offer our goods for sale if you are a natural or legal person or a legal private company, who, when concluding a legal transaction, is running its commercial or independent business (entrepreneur). Conclusion of a purchase contract with the consumers shall be excluded.
- Conclusion of the contract
2.1 The subject-matter of the contract is the selling of products.The key features of the goods;can be found in the respective quote.We sell the product under our own name on behalf of others, i.e. for an external party that owns the product in question. In this regard, we play the role of a partial or total commission agent. In spite of that, we are a contractual partner who enjoys all the respective rights and is subject to all the respective responsibilities.
2.2 On placing the product in question on our website, we provide you with a binding offer to conclude an agreement on the online shopping cart system subject to the conditions specified in the item description.
2.3 The purchase agreement takes place via the online shopping cart system as follows:
The products intended for purchase are moved to the "shopping cart". You can select the shopping cart using the appropriate buttons on the navigation bar and make changes there at any time.
After calling up the “Checkout” page and entering the required personal data and payment and shipping conditions, all order information is then displayed again on the order summary page.
If you used an instant payment system (e.g. PayPal / PayPal Express, Amazon-Payments, Sofort) to receive payments, you will either be guided to our online shop on the order summary page or forwarded to the web page of the instant payment provider.
If you are forwarded to the instant payment system, choose and enter your details as appropriate. You will then be returned to the order summary page in our online shop.
Before the order is sent, you can re-check all the data, change it (which can also be done via the internet browser’s ‘back’ function) or cancel the purchase transaction.
By clicking the appropriate button to submit the order, you declare acceptance of the order in a legally binding way by which the agreement takes place.
2.4 Furthermore, you can submit a binding offer (order) by telephone, email, fax or post.
The offer is accepted (and the contract therefore concluded) after ordering by telephone immediately or at the latest within 5 days by a confirmation in written form (e.g. email), which confirms implementation of the order or delivery of the goods (order confirmation).
Should you not receive corresponding notification within this time, you are no longer bound to your order. Services, if any, already provided shall in this case be reimbursed immediately.
2.5 We submit individual offers upon request, which shall be sent to you as a hard copy and which we shall be binding for us for a period of 5 days. You can accept the offer by sending us a written confirmation.
2.6 The execution of the order and the sending of all the details necessitated by the conclusion of the contract take place via e-mail, in a partially-automated manner. Consequently, you have to ensure that the e-mail address that you have deposited with us is the correct one, and that the receipt of the respective e-mails is guaranteed. In particular, you have to ensure that the respective e-mails are not blocked by a SPAM filter.
- Prices, payment terms and shipping costs
3.1 The prices stated in the respective offers are net prices. They do not include the statutory VAT.
3.2 The dispatch expenses incurred are not included in the purchase price; they are separately accounted unless the delivery is promised to be free of cost. You can find more details under a correspondingly designated button on our Internet website or in the relevant offer.
3.3 If delivery is made to countries outside of the European Union, we may incur unreasonable additional costs, such as duties, taxes or money transfer fees (transfer or foreign exchange fees charged by the banks), which you must bear.
3.4 You must also bear the costs arising from money transfers in cases in which the delivery is made to an EU Member State, but the payment is initiated outside of the European Union.
3.5 Payment options are displayed using a correspondingly designated button on our Internet website or in the relevant offer. If no other payment period is stated on the invoice or in case of individual payment types, the payment claims from the signed contract are immediately due for payment. Discount deduction is permissible only if it expressly stated in the relevant offer or in the invoice.
- Delivery conditions
4.1 The probable delivery date is stated in the respective offer. Delivery dates and terms of delivery are binding only if they have been confirmed by us in writing. With the prepayment method via transfer, the dispatch of the goods does not take place until after our receipt of the full purchase price and the dispatch costs.
4.2 If a product ordered by you is not available, contrary to expectations despite a timely completion of the relevant covering transaction, for reasons for which we are not responsible, you shall be informed about the non-availability without delay and in case of a withdrawal, the payments that have already been made by you shall be reimbursed immediately.
4.3 The shipping shall take place at your risk. If you wish, the goods shall be shipped with a suitable transport insurance and the costs arising from the same shall be borne by you.
4.4 Part deliveries shall be permissible and can be independently specified by you, provided this does not incur additional shipping costs for you.
5.1 The warranty period shall last for one year from the delivery of the goods. The reduction in time-limit does not apply:
- to damages culpably attributable to us arising from injury to life, limb or health and for other damages caused by wilful intent or gross negligence;
- insofar as we have wilfully concealed the defect or accepted a warranty for the quality of the goods;
- to goods which are used for a building in accordance with their normal use instructions and whose defects were caused by this;
- for statutory recourse claims, which you have against us in connection with warranty rights.
5.2 In terms of the quality of the goods, only our own information and the product description of the manufacturer shall be deemed to have been agreed, and not other advertising, public promotions and statements made by the manufacturer.
5.3 In case of defects, we provide guarantee through repair or replacement at our own discretion. If the defect is not removed, you can demand a reduction in the price or withdraw from the contract at your discretion. The defect removal is applicable after a failed second attempt, unless the circumstances prove otherwise, in particular due to the nature of the object and/or defect or other conditions. In case of repair, we must not bear the additional costs, which arise from the transfer of the item to a place other than the place of fulfilment, as far as the transfer does not correspond to the intended use of the item.
- Right of retention, retention of title
6.1 You can exercise the right of retention only if it concerns claims from the same contract relationship.
6.2 The goods shall remain our property until the full settlement of all claims from the ongoing business relation. Pledging or assigning the goods as security before the transfer of property of the reserved goods is not permitted.
6.3 You can resell the goods in the proper course of business. For this, all claims that arise from the resale in the amount of the invoice price shall be assigned to us already now; we shall receive the assignment. You shall be further authorised to collect the claim. If you do not properly meet your payment obligations, we shall reserve the right to collect the claim.
6.4 In the event of connecting and blending goods that are subject to retention of title, we shall acquire co-ownership in the proportion of the goods’ invoice value in relation to other processed items at the time of processing.
6.5 We shall be under obligation to release securities that are due to you if and when the feasible value of our securities exceeds the claims that are to be secured by more than 10%. The choice of the securities to be released shall reside with us.
- Choice of law, place of fulfilment, jurisdiction
The German law shall apply with the exclusion of the UN purchasing law. The place of fulfilment as well the court of jurisdiction shall be our headquarters.
7.1 The place of performance and place of jurisdiction shall be our registered office, insofar as you are an agent, legal entity under public law or a special fund under public law. The same shall apply if you have no general jurisdiction in Germany or the EU.
- Customer information
8.1.Identity of the seller
Theodor Barth Str. 25
Telephone number: 0421348510
8.2. Information regarding the conclusion of the contract
The technical steps for forming the contract and the formation of the contract, as well as the scope for correction are carried out as per the stipulation of § 2 of our General Terms and Conditions (part 1).
8.3. Contractual language, saving the text of the contract
- 8.3.1 Contract language shall be English.
- 8.3.2 The entire contract wording shall not be saved by us. Before the order or request is submitted the contract information can be printed using the print function on the browser or saved electronically.
These SBTs and customer details were created by the lawyers specialising in IT law who work for the Händlerbund, and are constantly checked for legal conformity. Händlerbund Management AG guarantees the legal security of the texts and assumes liability in case warnings are issued. More detailed information can be found on the following website: http://www.haendlerbund.de/agb-service.
Last updated: 23.10.2019