TERMS AND CONDITIONS
I. General information
1. Our General Terms and Conditions (GTC) apply exclusively. We do not recognise any terms and conditions of the customer that conflict with or deviate from our GTC or the "General German Freight Forwarders' Terms and Conditions" (ADSp) or the "General Terms and Conditions for Local Freight Transport" (AGNV), unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our General Terms and Conditions.
2. All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
3. Our General Terms and Conditions apply exclusively to companies within the meaning of Section 310 (1) BGB.
II. Offers and conclusion of contract
1. Our offers are subject to change and non-binding unless they are expressly designated as binding.
2. Our offers as well as offers of the customer according to §145 BGB can be accepted within one week.
3. The quality standards customary on the market at the time of order fulfilment in accordance with EPAL / UIC are binding for both parties. We explain the quality standard on the corresponding information sheets, which become part of the general terms and conditions.
4. Technical documentation from the manufacturers of the load carriers (e.g. drawings, plans, calculations, costings, references to DIN standards) and other product descriptions or documents (including in electronic form) shall only form part of the contract if they are agreed in writing or refer to generally recognised national or international standards (EPAL / UIC).
III. Prices and terms of payment
1. Unless otherwise agreed in writing in individual cases, our current prices at the time of conclusion of the contract shall apply ex warehouse, excluding packaging, expenses, tolls and fees, etc. and plus VAT, which shall be shown separately on the invoice at the statutory rate on the day of invoicing.
2. Unless otherwise agreed, all invoice amounts are due immediately without any deductions.
3. Unless otherwise agreed, the net purchase price is due for payment within 30 days of the invoice date. The statutory provisions regarding the consequences of default in payment shall apply.
4. We are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.
5. In the case of a sale by despatch, the customer shall bear the transport costs ex warehouse. In the event that Inter.PAL does not invoice the transport costs incurred in the individual case, a flat-rate transport fee will be charged.
6. Part deliveries shall be invoiced immediately and shall be due for payment separately, irrespective of the time of the total delivery.
7. If the customer is in default of payment to Inter.PAL GmbH, all existing claims shall become due immediately.
8. The customer shall only be entitled to set-off rights and rights of retention if his counterclaims have been legally established, are undisputed or have been recognised by us and his counterclaim is based on the same contractual relationship.
9. Cheques, bills of exchange and pallet notes shall not be considered as payment and shall only be accepted on account of performance.
IV. Processing, delivery and performance time
1. The delivery periods and dates for deliveries and services stated by us are always non-binding, unless a fixed period or a fixed date has been expressly agreed in writing.
2. Delivery shall be ex warehouse, unless expressly agreed otherwise.
3. Transport insurance and other insurances of the goods delivered by us are the responsibility of the customer.
4. Compliance with our delivery obligation further presupposes the timely and proper fulfilment of the customer's obligation. The defence of non-performance of the contract remains reserved.
5. If the customer is in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights are reserved.
6. If the conditions of paragraph 5 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
7. If the loading and unloading time is unreasonably delayed by the customer in accordance with the quantity of load carriers, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Reasonable according to § 412 para. 2 HGB is a maximum of 120 minutes. Longer loading and unloading times will be charged additionally at EUR 60.00 per hour, unless the customer can prove that no damage has been incurred at all or that the damage is significantly lower than this flat rate.
8. We shall be liable in accordance with the statutory provisions insofar as the underlying contract is a fixed-date transaction within the meaning of § 323 para. 2 no. 2 BGB or § 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfilment of the contract has ceased to exist.
9. We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
10. We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
11. Further legal claims and rights of the customer remain reserved.
12. If a customer cancels an order confirmed by us with our consent before delivery of the load carriers, we shall be entitled to claim a lump sum for loss of profit in the amount of 15% of the order value, unless the customer proves that no damage has occurred at all or that the damage is significantly lower than this lump sum.
13. 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, pandemics or similar, even if they occur at our suppliers or the companies commissioned by us to fulfil the obligation).
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. Whether Inter.PAL GmbH is in default of delivery is determined in accordance with the statutory provisions. However, the prerequisite for a delay in delivery is a reminder from the customer.
V. Conditions for the rental/pooling of load carriers
A. Receipt of load carriers
Upon delivery or receipt of the load carriers, the customer must duly fulfil his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). An inspection must be carried out immediately upon delivery in the presence of the deliverer and must be reported immediately in text form, e.g. by e-mail, and supplemented with informative images.
B. Return of load carriers
1. The load carriers must be returned to Inter.PAL by the customer or his vicarious agents in an exchangeable condition in accordance with the current UIC standard at a location to be agreed.
2. If load carriers do not comply with the UIC standard, i.e. are not exchangeable, or are missing in total, they will be charged at the current purchase price which can be viewed in the inter.PAL online portal.
3. If the loading point designated by the customer does not provide the notified load carriers or does not provide them in the form owed despite prior, uncontradicted notification by Inter.PAL and an empty journey or diversion to another loading point becomes necessary as a result, Inter.PAL is entitled to charge the customer for the costs incurred as a result.
4. We are entitled to charge a rental fee as compensation for use until the load carriers have been returned in full, even after the end of the scheduled rental period.
VI. Conditions for the purchase of load carriers
A. Retention of title
1. We reserve title to the purchased item until receipt of all payments from the delivery contract. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a cancellation of the contract. After taking back the purchased item, we shall be authorised to sell it; the proceeds from the sale shall be offset against the customer's liabilities - less reasonable selling costs.
2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
3. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can bring an action in accordance with § 771 ZPO. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the customer shall be liable for the loss incurred by us.
4. The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfils his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
5. The processing or transformation (repair and/or quality upgrading) of the purchased item by the customer shall always be carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
6. If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us.
7. We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.
B. Claims for defects
1. Claims for defects by the customer presuppose that the customer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). An inspection must be carried out immediately upon delivery in the presence of the supplier and must be reported immediately in text form, e.g. by e-mail, and supplemented with informative images.
2. If there is a defect, we shall be entitled, at our discretion, to subsequent fulfilment in the form of rectification of the defect or delivery of a defect-free item. In the event of rectification of the defect or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.
3. Insofar as the customer has incurred expenses in the course of subsequent fulfilment, we are obliged to reimburse the customer for the expenses incurred in this respect. However, this shall only apply if the defect was not yet obvious at that time or was not discovered as a result of gross negligence on the part of the customer.
4. If the subsequent fulfilment fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price.
5. We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of wilful breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
6. We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case too, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
7. Insofar as the customer is otherwise entitled to compensation for damage instead of performance due to a negligent breach of duty, our liability shall be limited to compensation for foreseeable, typically occurring damage.
8. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
9. Liability is excluded unless otherwise stipulated above.
10. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
11. The statutory rule regarding the limitation period in the event of a delivery recourse according to § 445b BGB remains unaffected.
VII. Liability
1. Unless otherwise stated in these General Terms and Conditions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
2. Within the scope of fault-based liability, Inter.PAL is only liable for damages in the event of intent and gross negligence. In the event of simple negligence, we are only liable, subject to statutory limitations of liability:
a) for damages resulting from injury to life, limb or health,
b) for damages resulting from the breach of a material contractual obligation. In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.
3. The resulting limitations of liability also apply to third parties and in the event of breaches of duty by persons whose fault Inter.PAL is responsible for in accordance with statutory provisions.
VIII. Place of jurisdiction, applicable law and place of fulfilment
1. Place of jurisdiction is our place of business, currently Möhnesee-Delecke. However, we are also entitled to sue the customer at the court of his place of residence.
2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
3. Unless otherwise stated in the order confirmation, our registered office is the place of fulfilment.