Preliminary provisions
The following General Terms and Conditions of Sale and Delivery are issued by All-Container GmbH (brand All-Container), registered in the commercial register of the Local Court of Tostedt under HRB 207188, VAT ID DE 322971638, with its registered office at Kirchenstraße 11, 21244 Buchholz in der Nordheide, Germany (hereinafter “All-Container” or “we”).
These General Terms and Conditions of Sale and Delivery apply to all our deliveries and contracts with customers, whether natural persons, legal entities or public administration bodies, in accordance with the commercial legislation in force.
By using our services or placing orders for containers or other products, the customer accepts and acknowledges these terms and conditions.
In the absence of a written agreement amending the contractual terms, these terms and conditions shall also apply to subsequent transactions and shall supersede any divergent terms of purchase proposed by the customer.
1. Conclusion of the contract, offers and documentation, scope of delivery
1.1. Our offers may be amended unilaterally until the contract is signed or acceptance of the order is confirmed, and are deemed to be invitations to place orders. Sales contracts are concluded exclusively in writing and comprise our offer to the customer and our acceptance of the customer’s order. Any arrangements made prior to the conclusion of the contract that are not included in the contractual documentation or in the accompanying documents shall not be deemed valid and shall be neither accepted nor enforceable, unless they have been laid down and accepted in writing. Supplementary agreements and subsequent amendments, in particular those relating to delivery dates and prices, must be confirmed in writing by both parties and retained as evidence.
1.2. Technical documents, such as plans, designs, estimates, samples and catalogues used, shall remain the property of the supplier as an integral part of the offer. Any use, replication, reproduction, distribution, transfer to third parties, publication or modification of these documents is strictly prohibited without the prior written consent of All-Container.
1.3. Drawings and sketches provided to customers are schematic representations for illustrative purposes only and should not be used as a basis, in particular for technical designs.
1.4. A special quality of our materials and goods is guaranteed only where we have expressly declared and confirmed it in writing. Technical specifications, including standards and regulations, as well as descriptions in offers and brochures, technical application information and recommendations, are merely indications based on our knowledge and understanding of the goods that are the subject of the contract and do not constitute a guarantee of quality.
2. Delivery conditions
2.1. Delivery periods: Delivery periods begin on the date on which All-Container sends the order confirmation to the customer.
2.2. Terms of delivery: Delivery is deemed to be Ex Works, at the indicated location or at the All-Container depot.
2.3. Transfer of ownership: Ownership of the goods shall not pass to the customer until the customer has paid the purchase price in full and has fulfilled all other obligations arising from the business relationship with All-Container. The customer is entitled to continue using the goods in the ordinary course of business for as long as it duly fulfils its obligations towards us.
2.4. Delays and force majeure: If deliveries or services from our suppliers are not received, are not received on time or are received improperly, without our being at fault for the non-delivery, delay or defects, or in the event of force majeure, we are entitled to postpone delivery for the duration of the respective impediment or to withdraw from the contract in whole or in part, depending on the part of the contract not yet performed. Force majeure includes strikes, military conflicts involving the country, lock-outs or lockdowns, official intervention, shortages of energy and raw materials, transport blockages, operational impediments not attributable to us, such as fire, flooding and machine breakdowns, as well as other impediments which, objectively speaking, have not been culpably caused by us.
2.5. Transport and risk: Delivery is made at the customer’s expense. The risks associated with transport from our distribution point indicated to the customer are borne by the customer, regardless of whether we bear the transport costs or use our own vehicles. Unloading and installation are in all cases the responsibility of the customer. Our employees do not act as our vicarious agents when providing assistance with these activities.
2.6. Right of termination: If a binding delivery date is exceeded by more than 60 days as a result of the events referred to in clause 2.4, the customer is entitled to terminate the contract.
2.7. Compensation for delay: We are obliged to compensate the customer only if the delay results from intent or gross negligence on our part or on the part of our vicarious agents.
2.8. Collection of goods by the customer: If the customer chooses to collect the goods from our depot by its own means or through third parties, the customer is responsible for ensuring that the goods are properly delivered and loaded in accordance with the applicable statutory transport regulations.
2.9. Delivery by third parties: If delivery is carried out by third parties, the provisions of clause 2.8 apply accordingly, insofar as the conduct of the third party could give rise to liability on our part, independently of the third party’s own liability.
2.10. Partial and early deliveries: All-Container is entitled to make partial and early deliveries. If the buyer refuses to accept goods delivered in accordance with the agreement on the agreed place and dates of delivery, and the delay is not caused by an act or omission on our part, All-Container may demand performance by setting an additional period or may terminate the contract. If the goods are refused, All-Container is entitled to load the goods at the buyer’s expense and risk and may also claim compensation for justified expenses incurred in performing the contract that are not covered by payments received.
3. Acceptance, inspection and time limits for notification of defects
3.1. Inspection on receipt: The customer is obliged to inspect the goods delivered by us without delay, in accordance with customary commercial practice, in order to verify their conformity as regards type, quantity and quality.
3.2. Notification of defects: Any defects detected during a careful inspection must be reported in writing immediately or, if this is not possible for clear and indisputable reasons, no later than fourteen days after receipt of the goods. Transport damage must be noted in the delivery documents and reported by the customer directly to the carrier, within the special time limits provided for this purpose, or to us in the case of deliveries made with our own means of transport or commissioned by us. Taking out transport insurance and other insurance policies is at the customer’s discretion.
3.3. Verification of complaints: In the event of complaints concerning defects, the customer must give us the opportunity to verify such complaints and must make the goods complained of available for inspection at their location, in accordance with the contractual terms. The associated costs shall be borne by the customer if the complaint proves to be unfounded.
4. Prices
4.1. Determination of prices: Unless expressly stated otherwise, our prices are net prices ex depot, to which transport costs and transport insurance are added, plus VAT at the applicable statutory rate. Prices are based on our current price lists. The current price lists form the basis of our offers, unless we expressly depart from them by means of a specific offer in individual cases. Any increase in customs duties, taxes or other charges occurring after the conclusion of the contract shall be borne by the customer. This also applies to increases in transport prices and to additional costs due to transport obstacles or delays or other circumstances for which we are not responsible.
4.2. Price changes: If our prices are reduced or increased between the conclusion of the contract and actual delivery, the price valid on the day of delivery shall apply. If the price is higher at the time of delivery, the customer is entitled to withdraw from the contract by written notice addressed to us within fourteen calendar days.
5. Terms of payment
5.1. Payment terms: Our invoices are payable immediately upon receipt, unless specific payment terms have been agreed. We also offer the option of delivery against cash on delivery or against advance payment, where this has been expressly agreed. If the customer does not pay within ten calendar days of the due date, we are entitled to charge default interest at a rate of 7.5 percentage points above the base rate of the National Bank, from the due date. Other claims arising from non-payment remain unaffected.
5.2. Fulfilment of payment obligations: If the customer fails to fulfil its payment obligations as agreed, we are entitled, after granting a reasonable grace period, to demand full payment of all claims arising from the business relationship, including those that have been deferred or for which we have accepted payment in instalments. In such cases, we reserve the right to carry out outstanding deliveries or services only after receipt of adequate security. If the customer does not comply with the grace period set by us for fulfilling its payment obligations and does not provide adequate security, we reserve the right to refuse deliveries or services and to claim damages for non-performance or to terminate the contract.
5.3. Rights of set-off and retention: The customer may exercise rights of set-off and retention only if its counterclaims have been confirmed by a final court judgment or are not disputed by us.
5.4. Payment by commercial paper, promissory notes and cheques: Commercial paper, promissory notes and cheques are deemed to constitute fulfilment of the payment obligation only once they have been unconditionally cashed. Until they are cashed, they are accepted only on account of performance. Costs associated with commercial paper, including the costs of the letter of guarantee, are borne by the customer.
6. Warranty, exclusion and limitation of liability
6.1. Our warranty is specified in the offers and in the contract. No warranty is granted, or the warranty becomes void, in the following situations:
- improper use of our goods by the customer, including failure to observe the assembly and operating instructions and safety regulations;
- improper storage of our goods by the customer;
- normal wear and tear, environmental influences during transport or at the customer’s location;
- failure to submit complaints in accordance with clauses 3.1 and 3.2, or failure to allow us to verify complaints immediately in accordance with clause 3.3.
6.2. In the case of justified complaints, even in the absence of an express warranty, we assume the following obligations:
- delivery of defect-free replacement goods;
- granting a reasonable price reduction;
- accepting the return of the goods against reimbursement of the purchase price.
6.3. If we opt to deliver replacement goods and fail to fulfil this obligation within a reasonable period, despite a written request, for reasons attributable to us, or if such delivery is impossible, the customer may:
- withdraw from the contract;
- demand an appropriate reduction of the purchase price.
6.4. We are liable for damage suffered by the customer as a result of defects in the goods delivered or in their packaging, or as a result of incorrect delivery, only in the event of gross negligence or intent on our part or on the part of our auxiliary agents or legal representatives. This liability is limited to compensation for damage typical of the activity that caused the loss. The limitation of our liability also covers concurrent contractual and statutory claims, and excludes indirect damage, loss of profit, other financial loss and claims independent of defects, except where such exclusion is prohibited by law. If the customer fails to fulfil its obligations under clauses 3.1, 3.2 and 3.3 and the damage could have been avoided by complying with them, our liability lapses.
6.5. The customer’s claims for delivery of replacement goods, price reduction, cancellation of the contract and damages become time-barred twelve months after delivery.
6.6. In exceptional cases where we accept the return of goods without being legally obliged to do so, we charge a flat-rate handling fee amounting to 10% of the purchase price. This amount will be deducted from the purchase price to be refunded.
7. Place of performance, place of jurisdiction, applicable law
7.1. The place of performance for all contractual obligations is our registered office.
7.2. The exclusive place of jurisdiction for all disputes, including actions relating to bills of exchange and cheques, is the competent court in Tostedt.
7.3. All legal relations between the customer and us are governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
8. Severability clause
Should any of the above provisions be or become void or legally unenforceable, the remaining provisions shall remain in force. Void or unenforceable provisions shall be replaced by the provisions that come closest to them in economic terms or, alternatively, by the applicable statutory provisions.