1. These General Terms and Conditions apply to companies pursuant to Section 14 of the German Civil Code (BGB), legal entities under public law as well as special assets under public law (hereinafter: “Client”).
2. Our General Terms and Conditions of Interseroh+ GmbH (“Interseroh+”) that are set out below apply exclusively; contrary provisions of the Client or those that deviate from these General Terms and Conditions are not recognised by Interseroh+ – unless Interseroh+ explicitly agrees to the validity of the deviating provisions in written or text form. These General Terms and Conditions also apply if Interseroh+ makes the delivery or renders services without reservation, fully aware of contrary provisions of the Client or such provisions that deviate from these General Terms and Conditions.
3. Individual agreements made on a case by case basis with the Client (including subsidiary agreements, supplements and amendments) have precedence over these General Terms and Conditions in all cases.
4. These General Terms and Conditions can be changed by Interseroh+ if the balance existing when the contract was concluded is significantly disrupted by changes or developments that Interseroh+ had not initiated and did not have any influence over either, and the Client is not disadvantaged in bad faith as a result of the change(s). This authorisation to make amendments does not apply for amendments to fundamental regulations of the contractual relationship (e.g. agreements regarding the services of both parties or the length of the contractual term). Amendments to these General Terms and Conditions will be notified to the Client in written or text form and are deemed to be approved if the Client does not object to the amended General Terms and Conditions within six weeks after notification in writing or in text form (e.g. by e-mail or by fax). Interseroh+will refer to this separately when the amendments are announced. In the event of a timely objection, the originally incorporated General Terms and Conditions shall continue to apply.
1. Offers from Interseroh+ are subject to change and non-binding unless we have
explicitly described them as binding.
2. We can accept an order or request from the Client that is to be qualified as an offer
for the conclusion of a contract within two weeks by sending a confirmation in
written or text form or by implementing the contractual service within the same
period of time.
1. Unless otherwise agreed with the Client, information about the delivery times of
Interseroh+ is approximate.
2. Interseroh+ is not responsible for any delays in delivery and performance of the
services owed as the result of force majeure, i.e. circumstances that do not lie in
the area of influence of Interseroh+ or its vicarious agents. These include in
particular natural and environmental disasters, strikes, lock-outs, regulatory
orders. These circumstances entitle Interseroh+ at its fair discretion to postpone
delivery or performance by the duration of the obstacle plus an appropriate startup
period or to withdraw from the contract in its entirety or partially due to the
part that has not yet been fulfilled. Interseroh+ may only invoke the circumstances
listed above if it has notified the CLIENT immediately of these circumstances.
3. If the obstacle, in the meaning of paragraph 2, lasts longer than 3 months, each
Party shall be entitled to withdraw from the contract with regard to the part not
yet fulfilled, after setting an appropriate grace period. If the delivery or
performance period is extended, or Interseroh+ is released from its obligation to
deliver or perform, the Client cannot derive any compensation claims from this.
This regulation does not affect the right of extraordinary termination.
4. Interseroh+ is only entitled to make partial deliveries and partial services if these
are of interest to the Client according to the contractual purpose and the Client
does not incur any considerable additional expense as a result.
1. The prices of Interseroh+ “ex warehouse” plus statutory VAT apply.
2. Our invoices are due for payment immediately and without deduction. The
deduction of a cash discount is only permissible based on an explicit agreement.
3. If the Client is in arrears with more than one liability, the total receivables will
become due immediately.
4. If invoices for deliveries and services are paid via the SEPA basic direct debit
procedure / company direct debit procedure, the Client will receive prior
information regarding the collection of the direct debit at the latest one day before
the due date. This prior information can be provided when the invoice to be
collected is sent.
5. Interseroh+ is entitled to normal securities, in terms of their nature and scope, even
if they are conditional or limited.
deterioration of the goods is transferred to the Client when they are sent to him,
at the latest when they leave the plant/warehouse, unless otherwise contractually
agreed. This applies irrespective of who has to pay the freight costs.
2. At the Client’s request, Interseroh+ will take out a transport insurance or other
suitable insurance at the Client’s expense, in order to protect the contractual
performance as much as possible.
1. If a contractual obligation is breached, the Client can assert the following legal
rights against Interseroh+.
2. The Client is only entitled to warranty claims under sales law for the goods if it has
complied with its obligations to examine the goods and give notice of defects
pursuant to Section 377 of the Commercial Code (HGB).
3. If there is a justified and possibly timely deficiency claim, the Client has a right to
claim supplementary service during the warranty period; Interseroh+ has the right
to choose the type of supplementary service to render - elimination of the defect
or delivery of a defect-free item. If the supplementary service fails or if any further
attempts at rendering supplementary service are not acceptable to the Client, the
Client is entitled to reduction of or withdrawal from the contact.
4. If reclamations are made against the Client by his buyer or a consumer due to a
defect in the goods supplied that already existed at the time of transfer of risk, or
which was the subject of a complaint by a consumer as the end user, the Client’s
statutory recourse claims against Interseroh+ pursuant to Sections 445a, 445b, 478
of the German Civil Code (BGB) shall remain unaffected.
5. The Client can only assert his claims to compensation due to a defect in accordance
with the terms stipulated in Section 7, if the delivery of supplementary service has
failed or if we reject the supplementary service. This does not affect the Client’s
right to file further claims for compensation in accordance with the terms
stipulated in Section 7.
6. The limitation period for claims due to defects is one year from the time of risk
transfer or acceptance. This does not apply if the law pursuant to Section 438
paragraph 1 no. 2 (Buildings and items used for building), 445a, 445b, 478 (Supplier
recourse) and 634a paragraph 1 no. 2 of the German Civil Code (BGB) specifies
longer deadlines, and also in cases of injury to life, body or health, in the event of
a wilful or grossly negligent breach of obligation by Interseroh+ and in the event of
malicious concealment of a defect.
1. Unless otherwise regulated in these terms and conditions or contractually between
the Parties, Interseroh+ is liable as follows:
a. For each wilful or grossly negligent cause of damage by Interseroh+, its
respective statutory representatives or vicarious agents;
b. For wilful or negligent injury to life, body or health by Interseroh+, its respective
statutory representatives or vicarious agents;
c. If Interseroh+, its respective statutory representatives or vicarious agents have
maliciously concealed the defect in an item or have accepted an explicit guarantee;
d. for claims under product liability law up to the statutory maximum liability
amount;
e. If a case under Section 7 Clause 1 a. – d. does not exist, Interseroh+ is liable in
the case of simple negligence only in the event of a breach of fundamental
contractual obligations by NTERSEROH, its respective legal representatives or
vicarious agents and the liability shall be limited to the typically foreseeable
damage. Fundamental contractual obligations here are those contractual
obligations, the fulfilment of which makes the correct implementation of the
contract possible in the first place and in whose compliance the other Party
regularly trusts and may trust. The Parties agree that the typically foreseeable
damages are limited to a maximum of
€5,000,000 for material damages and a maximum of €250,000 for other pecuniary
damages.
2. Any other liability over and above this on the part of Interseroh+ is excluded.
1. The goods supplied (reserved goods) remain the property of Interseroh+ until all
receivables owed to us by the Client now or in the future have been met; this
includes all balance claims from the current account. If the Client behaves in a
manner contrary to the contract, in particular if he is in arrears with the payment
of the claim to remuneration, we have the right to withdraw from the contract after
we have set an appropriate deadline for payment. The Client will pay the transport
costs incurred for returned goods. If we take back reserved goods, this shall already
constitute a withdrawal from the contract. We shall also consider it a withdrawal
from the contract, if we seize the reserved goods. We are free to utilise reserved
goods that have been returned to us. The proceeds of the utilisation will be offset
with the amounts owed to us by the Client after we have deducted an appropriate
amount for the costs of utilisation.
2. The Client must handle the reserved goods with care. He must take out sufficient
insurance for them against damage caused by fire, water and theft at his own
expense. If maintenance and inspection work becomes necessary, the Client must
carry them out at his own expense and in a timely manner.
3. The Client may use the reserved goods and resell them in the ordinary course of
business as long as he is not in arrears with payment. He may not, however, pledge
the reserved goods or transfer them as security. The Client shall already assign to
us now in full, for security purposes, all his claims to remuneration against his
Clients from a resale of the reserved goods and the receivables of the Client with
regard to the reserved goods that arise from other legal grounds against his buyers
or third parties (in particular receivables from unauthorised action and claims to
insurance benefits) and including all balance claims from the current account. We
shall accept this assignment. The Client may collect the receivables assigned to us
at his expense and in his own name as long as we do not revoke this authorisation.
This does not affect our right to collect these receivables ourselves; however, we
shall not assert the claims ourselves and not revoke the collection authorisation as
long as the Client duly complies with his payment obligations. If the Client,
however, acts in a manner contrary to the contract, in particular if it is in arrears
with the payment of a claim for remuneration, we can request from the Client that
it notifies to us the assigned receivables and the respective debtors, notifies the
respective debtors of the assignment and hands over to us all the documents and
provides us with all the information that we require to file the claims.
Processing or transformation of the reserved goods by the Client shall always be
done on our behalf. If the reserved goods are inseparably combined or mixed with
other items not belonging to us, we acquire co- ownership of the new item in the
ratio of the value of the reserved goods (final invoice amount including VAT) to
the other combined or mixed items at the time of combination or mixing.
Otherwise, the same shall apply for the new item created through this processing
as for the reserved goods. If the reserved goods are inseparably combined or
mixed with other items not belonging to us, we acquire co-ownership of the new
item in the ratio of the value of the reserved goods (final invoice amount
including VAT) to the other combined or mixed items at the time of combination
or mixing. If the reserved goods are combined or mixed in such a way that the
item of the Client is to be seen as the primary item, the Client and ourselves are
already in agreement now that the Client will assign proportionate co- ownership
of this item to us. We shall accept this assignment. The Client shall safeguard the
sole or co-ownership of an item created in this way on our behalf.
4. In the event of attachment of reserved goods by third parties or in the event of other
interventions by third parties, the Client must point out our ownership and inform
us immediately, so that we can enforce our ownership rights. If the third party is
unable to reimburse the judicial and extrajudicial costs incurred by us in this
connection, the Client shall be liable for these.
5. If the Client so requests, we are obligated to release the securities to which we are
entitled if their realisable value exceeds the value of the outstanding receivables
owed to us by the Client by more than 10%. We may, however, select the securities
to be released.
The Client can only offset against receivables of Interseroh+ with undisputed receivables
recognised by us or established in a legally binding manner, or with receivables that are
in a mutual relationship with our receivables. The Client is only authorised to exercise a
right of retention if his counter claim is based on the same contractual relationship.
1. Interseroh+ is entitled to assign claims from the business relationship to third
parties.
2. Interseroh+ is entitled to engage a suitable subcontractor to render the services
that were supposed to be rendered by it in their entirety or in part. In this regard,
references to Interseroh+ in these General Terms and Conditions shall apply to this
third party accordingly.
. The Client is obligated to treat all non-public commercial and technical information
and/or knowledge that becomes known through the business relationship between
Interseroh+ and the Client as a business secret.
2. The Client may only advertise the joint business relationship after prior written
consent from Interseroh+.
collect Client’s data. In the process, Interseroh+ shall comply with the German Federal
Data Protection Act and the EU General Data Protection Regulation. Without consent of
the Client, Interseroh+ shall only collect, process and use Client’s data if required for
performance of the agreement(s).
1. The place of jurisdiction and place of performance for all rights and obligations
arising from and/or in connection with this contract and any disputes arising in the
future between the Parties to the contract shall be Cologne. Irrespective of the
regulation pursuant to Clause 1, Interseroh+ is also entitled to file claims against
the Client before the courts with general and special jurisdiction for the Client.
2. The laws of the Federal Republic of Germany shall apply exclusively; the UN
Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. The language of the contract and business is German.
If one or more of the provisions of these General Terms and Conditions should be or
become void or invalid or unenforceable, this will not affect the validity of the rest of
these General Terms and Conditions.
Version 1.0 08/21