General terms and conditions of purchase
1. Contracting party, scope, general information,
1.1 The contractual partner of the Supplier is Gebrüder Fabian GmbH ("Gebrüder Fabian"), registered in the Commercial Register of the Hamburg District Court under the number HRB 92568.
1.2 These General terms and conditions of purchase shall apply exclusively. General terms and conditions of the Supplier that contradict or supplement these General terms and conditions shall not apply, even if Gebrüder Fabian do not explicitly contradict such Supplier’s General terms and conditions. These General terms and conditions of purchase shall also apply exclusively if the performance of the Supplier is accepted without reservation in the knowledge of conflicting or supplementary contractual terms and conditions of the Supplier. Any previously agreed contractual terms and conditions of the Supplier that contradict or supplement these General terms and conditions of purchase shall no longer be acknowledged. If the Supplier does not agree to the exclusive application of these General terms and conditions of purchase, it must inform Gebrüder Fabian immediately in a separate letter. In this case Gebrüder Fabian reserves the right to refuse acceptance of the delivery.
1.3 For purchases of non-ferrous metals, the “Usancen des Metallhandels” (Trade customs in metal trading), published by the Verein Deutscher Metallhändler e.V. (Association of German Metal Traders) in its relevant valid version shall also. In the event of contradictions, these General terms and conditions shall take precedence.
2. Orders, form
2.1 Orders placed by Gebrüder Fabian for deliveries by the Supplier shall only be binding if they are made in writing, in text form or by fax or if they are confirmed again in writing, in text form or by fax following an order by Gebrüder Fabian made verbally or by telephone.
2.2 Only the order confirmation issued by Gebrüder Fabian shall be decisive for the scope and type of services.
2.3 If orders from Gebrüder Fabian contain deviations from these General terms and conditions, then the conditions and provisions contained in the order shall take precedence over these General terms and conditions.
2.4 Calls, cancellations, declarations of withdrawal, contract amendments or supplements or other declarations must be made either in writing, in text form or by fax.
3. Changes to the object of the service, quality
3.1 The Supplier shall check whether the performance specification contained in an order confirmation issued by Gebrüder Fabian for a delivery by the Supplier or other instructions issued by Gebrüder Fabian relating to the delivery are faulty, incomplete, unclear or otherwise unsuitable for the proper execution of the delivery and shall notify Gebrüder Fabian of this circumstance and the consequences thereof without delay in writing, in text form or by fax, stating a proposal for amendment.
3.2 The Supplier shall assume the full procurement risk for the delivered goods and the guarantee that these have the contractually guaranteed properties. If deliveries to Gebrüder Fabian are based on samples and specimens, the qualities of these samples and specimens shall be deemed to be guaranteed by the Supplier.
3.3 If deliveries to Gebrüder Fabian are made on the basis of previous deliveries or within the framework of a long-term business relationship, the Supplier is obliged to inform Gebrüder Fabian of any changes in the composition and ingredients of the goods before delivery.
3.4 All deliveries must be free of ionising radiation that exceeds natural inherent radiation, as well as free of explosive devices, objects suspected of being explosive and closed hollow containers. If the Supplier is a company, the relevant provisions of the "Commercial Terms and Conditions for the Supply of Unalloyed Steel Scrap", the "Usual Commercial Terms and Conditions for the Supply of Alloyed Iron and Steel Scrap" and the "Usual Commercial Terms and Conditions for the Supply of Cast Iron Scrap and Foundry Steel Scrap" (hereinafter referred to collectively as "Usual Commercial Terms and Conditions") shall also apply.
3.5 Deliveries shall be accompanied by proper shipping documents containing information on the customary material designation, quantity or weight, receiving point and order number. The same applies to compliance with environmental law requirements for monitoring in accordance with the Recycling Act, the Ordinance on Waste Recovery and Disposal Records, the Hazardous Goods Act, the Waste Transfer Act, etc. If various materials are delivered, a loading list must be enclosed. Unless otherwise agreed, there shall be no mixing of several varieties. Any sorting costs resulting from defective deliveries shall be borne by the Supplier.
3.6 The Supplier warrants that no third-party rights are infringed by either its delivery or performance. The Supplier assures that it is the owner of the delivered goods and that they do not originate from a criminal offence nor are they subject to seizure or transfer by way of security.
4. Delivery times and delays in delivery
4.1 The agreed delivery times shall be binding. Delivery periods shall commence from the date of the order confirmation. The date of receipt at Gebrüder Fabian's premises or at the receiving point specified by Gebrüder Fabian shall be decisive for compliance with the delivery period.
4.2 If delays are anticipated, the Supplier must notify us in writing immediately after becoming aware of them. In the event of force majeure, Gebrüder Fabian shall be entitled to withdraw from the contract if the delay in delivery is not just temporary.
4.3 In the event of a delay in delivery, Gebrüder Fabian shall be entitled to all statutory claims, notwithstanding clause 4.2 above. In particular, Gebrüder Fabian shall be entitled to claim damages instead of performance and/or to withdraw from the contract after the unsuccessful expiry of a reasonable period.
5. Acceptance and transfer of risk
5.1 Suppliers of scrap and metals must accept suspensions. Suspensions are always pronounced in advance by telephone and confirmed in text form by Gebrüder Fabian.
5.2 Unless otherwise agreed, the risk shall be transferred to Gebrüder Fabian as soon as the goods have reached its premises, warehouse or any other place of delivery specified by Gebrüder Fabian in the order. If unloading at the place of delivery is not carried out by Gebrüder Fabian, the transfer of risk shall be postponed until when the goods are completely unloaded.
5.3 Delays in acceptance due to force majeure and similar events that were unforeseeable at the time of conclusion of the contract and whose causes are beyond the control of Gebrüder Fabian shall entitle Gebrüder Fabian to postpone acceptance for the duration of the hindrance plus a reasonable start-up period, without the price risk being transferred to same. If the hindrance lasts longer than three months, both parties to the contract are entitled to withdraw from the contract with regard to the part not yet performed. Gebrüder Fabian shall inform the Supplier of the beginning and end of such hindrances as soon as possible.
5.4 Persons working on Gebrüder Fabian’s premises in order to perform Supplier's obligations shall comply with Gebrüder Fabian’s internal rules and instructions, in addition to any accident prevention, occupational safety, environmental and other regulations applicable at Gebrüder Fabian
6. Weight, quantity and statement
6.1 The weight received as determined by Gebrüder Fabian shall be decisive for invoicing. In addition, the relevant provisions of the standard trade commercial terms and conditions shall apply.
6.2 Gebrüder Fabian is not obliged to accept additional quantities. Gebrüder Fabian may, at its discretion, accept delivery of the goods at the contract price or the current price, or refuse to accept delivery of same. In the latter case, the Supplier is obliged to bear all costs for outward and return transport.
6.3 In the event of deviations in material and quality from the agreed specifications, the material and quality statement submitted by Gebrüder Fabian upon receipt of the goods shall apply to companies notwithstanding Gebrüder Fabian’s rights pursuant to clause 9 below, unless the Supplier objects to such statement in writing within one working day of receiving notification of same from Gebrüder Fabian. If no such objection is made, the Supplier declares that it agrees with the statement as notified.
7. Prices, payments, payment terms, offsetting
7.1 Unless explicitly agreed otherwise, the agreed price includes delivery “carriage free”. The price shall cover all transport, insurance, packaging and other ancillary costs as well as fees for delivery and unloading to the delivery address specified by Gebrüder Fabian and, in the case of imports, also customs duties and other import charges, unless otherwise explicitly agreed.
7.2 Unconditional payment of an invoice amount by Gebrüder Fabian does not imply recognition of the Supplier's performance as being in accordance with the contract.
7.3 Payments to be made by Gebrüder Fabian are due 14 days after receipt of the Supplier's invoice, unless otherwise explicitly agreed.
7.4 Gebrüder Fabian shall be entitled to set-off and retention rights to the extent permitted by law.
7.5 With the exception of advance assignments to sub-Suppliers within the framework of retention of title agreements, assignments of Supplier’s claims against Gebrüder Fabian the explicit prior consent of same.
8. Data protection
8.1 For the purpose of fulfilling and implementing the contractual relationship, Gebrüder Fabian will, in accordance with Art. 6 para. 1 b) and f) EU-GDPR, collect personal data of the respective contact persons of the Seller and, if applicable, of the Seller's contractual partners (drop-off points) and process them in accordance with the provisions of the European General Data Protection Regulation and the German Federal Data Protection Act.
8.2 Inter alia, the personal data provided to Gebrüder Fabian will be transmitted by contact persons of the Seller and, if applicable, by the Seller's contractual partners (drop-off points) to the forwarding agents used by Gebrüder Fabian as subcontractors for the purpose of fulfilling and implementing the contractual relationship in accordance with Art. 6 para. 1 b) and f) EU-GDPR. Gebrüder Fabian has contractually obliged the subcontractors to process this data exclusively for the purpose of fulfilling and implementing the respective subcontract in accordance with the provisions of the European General Data Protection Regulation and the German Federal Data Protection Act as the persons responsible in accordance with Art. 4 No. 7 EU-GDPR. The data subject may exercise his/her data subject rights, as set out below, in relation to such data transmitted to subcontractors, both with respect to ourselves and to the subcontractors. The Seller is also obliged to provide the relevant information to its contractual partners in the supply chain in an orderly manner, insofar as corresponding personal data of contact persons of these contractual partners are passed on to the Seller and transmitted to Gebrüder Fabian. The Seller shall indemnify Gebrüder Fabian against all claims based on a violation of data protection regulations by the Seller, whether by private third parties or by the authorities.
8.3 The data shall be stored for the duration of the business relationship as well as for the period of commercial and tax retention periods, usually ten years from the end of the calendar year in which the respective exchange of services took place. After the expiry of this period, Gebrüder Fabian will immediately destroy or delete the data.
8.4 For the period of storage, the respective data suject is entitled to request information about his/her data and photocopies stored at Gebrüder Fabian at any time.
8.5 Furthermore, the data subject may at any time request the correction or deletion of individual personal data as well as a restriction of data processing or object to data processing, provided that this does not conflict with Gebrüder Fabian’s legitimate interest in continuing data processing, especially in view of performance of the agreement and the above-mentioned commercial and fiscal retention periods. The data subject also has a right to data transferability. The further rights of the data subject are derived from Art. 15-23 EU-GDPR (see in detail at www.gebrueder-fabian.de).
8.6 The data subject is entitled to complain to the competent supervisory authority if he/she considers that his/her personal data are being processed unlawfully. The address of the supervisory authority responsible for Gebrüder Fabian is: Der Hamburgische Beauftragte für Datenschutz und Informationsfreiheit, Ludwig-Erhard-Str 22, 7th floor, 20459 Hamburg, phone: +49 40/428 54 40 40, fax: +49 40/42 79 11 811, e-mail: mailbox@datenschutz.hamburg.de.
8.7 When accepting goods which may contain personal data of third parties (e.g. address labels on waste paper and cardboard, data on old electrical equipment), the Seller is obliged to explicitly and transparently point out the respective personal responsibility of the data subjects with regard to the independent deletion, obliteration or other destruction of personal data. If the Seller itself is a data subject in terms of data protection, it shall be notified thereof accordingly by Gebrüder Fabian. Insofar as the Seller does not obtain such goods in the supply chain directly from data subjects under data-protection law, it shall also oblige its Suppliers to provide relevant information in a corresponding manner. If the Seller has not (also) explicitly and legally commissioned Gebrüder Fabian to process the order within the meaning of Art. 28 EU-GDPR, Gebrüder Fabian shall not be liable for any infringements of data protection regulations, neither towards the data subjects nor towards the Seller. The Seller shall indemnify Gebrüder Fabian against all claims, whether from private third parties or from official authorities.
9. Warranty and liability
9.1 Gebrüder Fabian shall be fully entitled to all statutory claims with respect to defects.
9.2 Gebrüder Fabian comply with the statutory periods for inspection and notification of defects by notifying obvious defects or incompleteness of the goods within 3 working days after arrival of the goods at its premises or, in the case of drop shipments, within 6 working days after arrival of the goods at the respective destination. For deliveries of alloyed ferrous and non-ferrous scrap, the period for lodging a complaint is 10 working days.
9.3 Complaints concerning non-visible defects shall be made within 10 working days of discovery thereof.
9.4 Gebrüder Fabian shall be entitled to exercise its right to withdraw from the contract and to claim damages instead of performance even in the event of only minor deviations from the agreed quality or only minor impairment of the usability of the goods.
9.5 In the event of a defective delivery, Gebrüder Fabian reserve the right to demand at its discretion either the removal of the defect or a new delivery. Subsequent performance shall be deemed to have failed after the first unsuccessful attempt.
9.6 In the event that goods are returned for quality reasons, the Supplier is obliged to immediately repay Gebrüder Fabian any payments already made to same for these goods, including interest. If this does not occur, Gebrüder Fabian has the right to retain the goods until the refunds are received.
9.7 The period of limitation for claims of Gebrüder Fabian due to defects of the delivery is 36 months - irrespective of the legal basis thereof. Longer statutory periods of limitation shall remain unaffected.
9.8 Supplier's liability is determined by statutory provisions. The Supplier shall indemnify Gebrüder Fabian on first demand against third-party claims which are based on a defect in performance or for which the delivery or the behaviour of the Supplier was in any other way the cause.
9.9 The Supplier shall also be personally liable for any fault committed by its vicarious agents and assistants in its employ as if it were its own.
9.10 Claims against Gebrüder Fabian for damages, irrespective of the legal basis for same, are excluded unless Gebrüder Fabian or their legal representatives or vicarious agents act with intent or gross negligence or the claim for damages results from the violation of essential contractual obligations. If Gebrüder Fabian is liable in cases of slight negligence due to the violation of essential contractual obligations, the liability is limited to the compensation of the typical foreseeable damage. The liability for damages resulting from injury to life, body or health as well as the liability according to the product liability law and other mandatory legal regulations shall remain unaffected.
10. Retention of title
A prolonged or extended retention of title by the Supplier shall only be binding on Gebrüder Fabian if it has been agreed separately in writing.
11. Final provisions
11.1 Gebrüder Fabian shall be entitled to transfer to third parties any claims and rights Gebrüder Fabian may have against the Supplier without the Supplier's consent.
11.2 The contractual relationship shall be governed by German law, excluding the provisions of international private law and internationally standardised purchase laws, in particular the UN Convention on Contracts for the International Sale of Goods.
11.3 Should any provision of these General terms and conditions of purchase be or become invalid or void, the validity of the remaining provisions of these General terms and conditions of purchase shall not be affected thereby. The ineffective or void provision shall be replaced by the effective provision which the parties would have agreed upon at the time of the conclusion of the contract had they been aware of the ineffectiveness or invalidity in order to achieve the same economic result.
11.4 If the Supplier is a tradesperson, a legal entity under public law or a special fund under public law, Hamburg shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship and its existence. However, Gebrüder Fabian are also entitled to sue the Supplier at his general place of jurisdiction. This does not apply if and insofar as there is an exclusive legal venue for a dispute in an individual case.
Hamburg 26.01.2019
General terms and conditions of sale and delivery
1. Contracting party, scope, general information
1.1 The contractual partner of the Customer is Gebrüder Fabian GmbH ("Gebrüder Fabian"), registered in the Commercial Register of the Hamburg District Court under the number HRB 92568.
1.2 These General terms and conditions of sale and delivery shall apply exclusively. General terms and conditions of the Customer that contradict or supplement these General terms and conditions shall not apply, even if Gebrüder Fabian do not explicitly contradict such Customer’s General terms and conditions. These General terms and conditions of sale and delivery shall also apply exclusively if the performance of the Customer is accepted without reservation in the knowledge of conflicting or supplementary contractual terms and conditions of the Customer. Any previously agreed contractual terms and conditions of the Customer that contradict or supplement these General terms and conditions of purchase shall no longer be acknowledged. If the Customer does not agree to the exclusive application of these General terms and conditions of sale and delivery, it must inform Gebrüder Fabian immediately in a separate letter.
1.3 In their respective areas of application, the relevant, valid provisions of the "Handelsüblichen Bedingungen für die Lieferung von unlegiertem Stahlschrott” (Commercial Terms and Conditions for the Supply of Unalloyed Steel Scrap), the "Handelsüblichen Bedingung für die Lieferung von unlegiertem Eisen- und Stahlschrott” (Usual Commercial Terms and Conditions for the Supply of Alloyed Iron and Steel Scrap) and the "Handelsüblichen Bedingungen für die Lieferung von Gussbruch und Gießereistahlschrott” Usual Commercial Terms and Conditions for the Supply of Cast Iron Scrap and Foundry Steel Scrap (hereinafter referred to collectively as "Usual Commercial Terms and Conditions") in addition to the “Usancen des Metallhandels” (Trade customs in the metal trading) of the Verein Deutscher Metallhändler e.V. (Association of German metal traders) shall also apply. In the event of contradictions, these General terms and conditions shall take precedence.
2. Orders and specifications
2.1 Orders placed by the Customer shall only be deemed to have been accepted if they are confirmed by Gebrüder Fabian in writing, in text form or by fax to the Customer. Only the customer's order as stated in the order confirmation issued by Gebrüder Fabian shall be decisive for the scope and type of performance, unless the Customer objects to the order contained in the order confirmation immediately after receipt of same.
2.2 Orders, order confirmations, call-offs, cancellations, declarations of withdrawal, contract amendments or additions or other declarations must be made in writing, in text form or by fax.
2.3 Scrap is a secondary raw material. The purity in terms of material and quality of a purchased item designated as a scrap delivery is limited to the possibility of sorting the material according to appearance and origin, which is carried out with customary professional care. Any further agreement on the quality of the product in terms of type or alloy unit is not part of the contract.
2.4 The dimensions, weights, descriptions, illustrations or other information contained in price lists, offers, on the website or in other materials of Gebrüder Fabian shall therefore only serve as guidelines and shall only become a binding part of the agreement if Gebrüder Fabian explicitly agrees to this in writing. Samples and specimens shall also be deemed to be approximate illustrative pieces for quality and other specifications.
2.5 Guarantees shall be given by Gebrüder Fabian exclusively within the scope of the usual commercial terms and conditions or customs of the metal trade in accordance with clause 1.3 above, insofar as these provide for giving such a guarantee. In all other respects, promises concerning quality made by Gebrüder Fabian upon conclusion of the contract shall only be deemed guarantees if they are explicitly designated as "guaranteed" by Gebrüder Fabian upon conclusion of the contract. The same applies to any transfer of risk as to specifications.
2.6 In the event of any deviations in quantity, the special provisions of the usual commercial terms and conditions of trade and the customs of the metal trade in their respective area of application shall apply.
3. Performance, delivery time
3.1 Performance periods and dates are always non-binding, unless the binding nature thereof has been explicitly agreed. The right to precise and self-delivery shall remain reserved, whereby Gebrüder Fabian shall immediately inform the Purchaser of the non-availability of the goods and, in the event of withdrawal from the contract, shall immediately refund the Purchaser any consideration already received.
3.2 If a fixed delivery time or date is explicitly agreed in writing, the following shall apply: The delivery period begins as soon as all details of performance have been clarified and both parties agree on all conditions of the transaction. Compliance with same presupposes performance of Purchaser’s contractual obligations of the purchaser, in particular the agreed terms of payment. In the case of dispatch of goods, the time of handover to the carrier shall be decisive.
4. Delays in performance, partial performance, default on acceptance
4.1 Delays in performance due to force majeure, which were unforeseeable at the time of conclusion of the contract and whose causes are beyond the control of Gebrüder Fabian, shall entitle Gebrüder Fabian to postpone performance for the duration of the hindrance. The Customer shall be informed immediately of the beginning and end of such hindrances. If the hindrance lasts longer than three months, the Customer and Gebrüder Fabian shall both be entitled to withdraw from the contract with regard to the part not yet performed at the time of the declaration. With regard to the unperformed part of the contract, any consideration already received must be refunded immediately in the event of withdrawal.
4.2 Gebrüder Fabian is entitled to make partial deliveries, insofar as these are reasonable for the Customer.
4.3 If the Customer defaults on acceptance or if it culpably violates other obligations to cooperate, Gebrüder Fabian is entitled to demand compensation for the damage incurred. We reserve the right to assert further claims.
4.4 There shall be no contractual penalties or lump-sum damages in the event of delayed performance.
5. Dispatch and transfer of risk
5.1 Gebrüder Fabian always delivers ex works, all shipping costs, customs duties, etc. are borne by the Customer. The transfer of risk takes place upon transfer to the carrier.
5.2 Upon customer’s request, goods shall be shipped to another destination at its expense and risk (sale to destination). The risk of accidental deterioration of the goods shall be transferred to the Customer, even in the case of partial performance, at the latest upon handover of the goods to the Customer or, in the case of default of acceptance, upon notification of readiness for delivery. Storage costs incurred after the transfer of risk shall be borne by the Customer. All legal requirements associated with the transport of goods must be ensured by the Customer after the transfer of risk; the Customer shall indemnify Gebrüder Fabian in this respect against any and all claims made against Gebrüder Fabian.
5.3 The route and means of transport as well as the type of shipment shall be determined by Gebrüder Fabian, unless otherwise explicitly agreed in writing.
6. Payments, offsetting, right of retention
6.1 Unless otherwise explicitly agreed, invoice amounts are due for payment without deduction upon delivery and receipt of the invoice by the Customer.
6.2 A payment shall only be deemed to have been made when Gebrüder Fabian may dispose of the amount. In the case of cheques, payment shall only deemed to have been made when the cheque has been unconditionally and finally cashed.
6.3 In the event that payment deadlines are exceeded, default interest shall be charged at the statutory rate. Gebrüder Fabian explicitly reserves the right to assert further damage caused by delay.
6.4 If the Customer is more than two weeks in arrears with a payment, Gebrüder Fabian is entitled to make further deliveries only against advance payment.
6.5 A set-off by the Customer or the retention of payments is only permissible with undisputed or legally established claims.
6.6 Clause 6.5 does not apply to claims which serve to establish the equivalence ratio of performance and consideration created by the supply contract.
6.7 Gebrüder Fabian shall be entitled to set off any existing claims of the Customer against any claims Gebrüder Fabian may have against same.
7. Customer’s obligation to examine and give notice of defects
7.1 Subject to longer periods of time as set forth in the usual commercial terms and conditions of trade, the Customer shall be obliged to inspect contractual items immediately after delivery thereof by Gebrüder Fabian and, if a defect is found, to notify Gebrüder Fabian thereof without delay.
7.2 If the Customer fails to notify us, the contractual item shall be deemed to be approved, unless the defect is one that was not identifiable during the inspection.
7.3 If a defect that could not be detected during the inspection in accordance with Clause 7.2 is discovered at a later date, notification of such a defect must be made immediately after discovery thereof, subject to longer periods of time in the usual commercial terms and conditions; otherwise the contractual item shall be deemed to be approved.
7.4 To preserve the rights of the Customer, it is sufficient to send the notification in due time.
7.5 Gebrüder Fabian may not invoke the above provisions of this Clause 8 if Gebrüder Fabian has fraudulently concealed a defect.
8. Warranty
8.1 If an contractual item has a defect at the time of the transfer of risk, Gebrüder Fabian shall be
obliged, at the option of Gebrüder Fabian and taking into account the Customer's interests,
either to remedy the defect or to deliver a defect-free item at its own expense. The Customer shall reserve the right to reduce the purchase price or, at its discretion, to withdraw from the contract if subsequent performance by Gebrüder Fabian finally fails or is not successfully carried out within a reasonable period of time.
8.2 The Customer shall be entitled to claims for damages due to a defect in accordance with the following Clause 9.
8.3 Claims against Gebrüder Fabian due to a defect in a contractual item shall become time-barred twelve months after the transfer of risk. This shall not apply if Gebrüder Fabian has fraudulently concealed the defect. In the event of transfer of risks concerning specifications, claims arising from unauthorised actions, the absence of guaranteed characteristics and personal injury, the statutory limitation periods shall apply.
9. Liability for damages
9.1 Gebrüder Fabian shall always bear unlimited liability for damages resulting from injury to life, body or health caused by a breach of duty by Gebrüder Fabian, its legal representatives or vicarious agents. Furthermore, Gebrüder Fabian shall always be liable without limitation for damages if they are based on a grossly negligent or intentional breach of duty by Gebrüder Fabian, its legal representatives or vicarious agents.
9.2 Moreover, Gebrüder Fabian shall only be liable for simple negligence if an essential contractual obligation has been violated. In these cases, liability is limited to the foreseeable damage typical for the contract, whereby the term "essential contractual obligations" refers in the abstract to those contractual obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the Customer can regularly rely.
9.3 Any further liability for damages other than that provided for in the above Clauses 7, 8 and 9.1 and 9.2 is excluded, subject to Clause 9.4 below, irrespective of the legal nature of the claim asserted.
9.4 Liability based on the Product Liability Act and other mandatory legal regulations shall remains unaffected.
10. Data protection
10.1 For the purpose of fulfilling and implementing the contractual relationship, Gebrüder Fabian will, in accordance with Art. 6 para. 1 b) and f) EU-GDPR, collect personal data of the respective contact persons of the Purchaser and, if applicable, of the Purchaser's contractual partners (unloading points) and process them in accordance with the provisions of the European General Data Protection Regulation and the German Federal Data Protection Act.
10.2 Inter alia, the personal data provided to Gebrüder Fabian will be transmitted by contact persons of the Purchaser and, if applicable, by the Purchaser's contractual partners (drop-off points) to the forwarding agents used by Gebrüder Fabian as subcontractors for the purpose of fulfilling and implementing the contractual relationship in accordance with Art. 6 para. 1 b) and f) EU-GDPR. Gebrüder Fabian has contractually obliged the subcontractors to process this data exclusively for the purpose of fulfilling and implementing the respective subcontract in accordance with the provisions of the European General Data Protection Regulation and the German Federal Data Protection Act as the persons responsible in accordance with Art. 4 No. 7 EU-GDPR. The data subject may exercise his/her data subject rights, as set out below, in relation to such data transmitted to subcontractors, both with respect to ourselves and to the subcontractors. The Purchaser is also obliged to provide the relevant information to its contractual partners in the supply chain in an orderly manner, insofar as corresponding personal data of contact persons of these contractual partners are passed on to the Purchaser and transmitted to Gebrüder Fabian. The Purchaser shall indemnify Gebrüder Fabian against all claims based on a violation of data protection regulations by the Purchaser, whether by private third parties or by the authorities.
10.3 The data shall be stored for the duration of the business relationship as well as for the period of commercial and tax retention periods, usually ten years from the end of the calendar year in which the respective exchange of services took place. After the expiry of this period, Gebrüder Fabian will immediately destroy or delete the data.
10.4 For the period of storage, the respective data suject is entitled to request information about his/her data and photocopies stored at Gebrüder Fabian at any time.
10.5 Furthermore, the data subject may at any time request the correction or deletion of individual personal data as well as a restriction of data processing or object to data processing, provided that this does not conflict with Gebrüder Fabian’s legitimate interest in continuing data processing, especially in view of performance of the agreement and the above-mentioned commercial and fiscal retention periods. The data subject also has a right to data transferability. The further rights of the data subject are derived from Art. 15-23 EU-GDPR (see in detail at www.gebrueder-fabian.de).
10.6 The data subject is entitled to complain to the competent supervisory authority if he/she considers that his/her personal data are being processed unlawfully. The address of the supervisory authority responsible for Gebrüder Fabian is: Der Hamburgische Beauftragte für Datenschutz und Informationsfreiheit, Ludwig-Erhard-Str 22, 7th floor, 20459 Hamburg, phone: +49 40/428 54 40 40, fax: +49 40/42 79 11 811, e-mail: mailbox@datenschutz.hamburg.de.
10.7 When accepting goods which may contain personal data of third parties (e.g. address labels on waste paper and cardboard, data on old electrical equipment), the Purchaser is obliged to explicitly and transparently point out the respective personal responsibility of the data subjects with regard to the independent deletion, obliteration or other destruction of personal data. If the Purchaser itself is a data subject in terms of data protection, it shall be notified thereof accordingly by Gebrüder Fabian. Insofar as the Purchaser does not obtain such goods in the supply chain directly from data subjects under data-protection law, it shall also oblige its Suppliers to provide relevant information in a corresponding manner. If the Purchaser has not (also) explicitly and legally commissioned Gebrüder Fabian to process the order within the meaning of Art. 28 EU-GDPR, Gebrüder Fabian shall not be liable for any infringements of data protection regulations, neither towards the data subjects nor towards the Purchaser. The Purchaser shall indemnify Gebrüder Fabian against all claims, whether from private third parties or from official authorities.
11. Export control and end-use
11.1 Unless agreed otherwise, the Customer shall ensure at its own expense that all national import regulations of the importing country as well as all other relevant export regulations are observed with regard to the goods to be delivered.
11.2 If the Customer exports the delivered goods, it shall be obliged to observe any licensing requirements, other relevant export and import regulations and any embargoes.
11.3 Upon request by Gebrüder Fabian, the Customer shall provide evidence of the final destination and end use of the delivered goods.
11.4 In the event that the goods delivered by us are transferred on to third parties, the Customer undertakes to obligate these third parties in the same way as in the above Clauses 11.1 to 11.3.
11.5 If the Customer fails to comply with the above obligations, Gebrüder Fabian shall be released from the obligation to deliver. The Customer shall indemnify Gebrüder Fabian against any third-party claims resulting from a breach of the above obligations.
12. Waste legislation and special regulations
12.1 Both parties shall be obliged to fully comply with the waste management regulations and laws applicable at the time of performance of the contract and shall provide evidence of compliance upon request of the other party.
12.2 In particular, in the event of shipments of waste as referred to in Article 18 of Regulation (EC) 1013/2006, the proper completion and carrying of the document referred to in Annex VII to the Regulation shall be ensured by requiring the party who arranges the shipment and the consignee and, if the consignee does not recover the waste itself, the operator of the recovery facility to sign the document upon delivery of the waste. If the shipment or recovery of the waste is not completed as intended or if it is found to be an illegal shipment, the party who arranges for the shipment shall take back the waste or recover it by other means and arrange for any necessary interim storage of the waste.
12.3 In the event that the party who has arranged the shipment is not in a position to fulfil its obligations (e.g. in the event of insolvency), the Recipient shall automatically assume the aforementioned obligations to take back, realise and temporarily store the goods.
12.4 The party that initiated the shipment is obliged to keep any documents relating to the waste shipment for a period of 3 years as of commencement of shipment thereof. A copy of the contract shall be provided to the relevant authorities upon request by the party who arranges the shipment or the consignee.
12.5 Both parties undertake to indemnify the respective other party from all third-party claims and other economic disadvantages directed against it which result from non-compliance with the provisions of waste management law, or, if indemnification is excluded for legal or factual reasons, to pay the respective other party damages in the amount of the economic disadvantages suffered.
13. Retention of title
13.1 The contractual items ("reserved goods") shall remain the property of Gebrüder Fabian until the Customer has fulfilled all obligations arising from the respective contract.
13.2 Processing or treatment of reserved goods together with other movable goods may only be carried out by the Customer within the scope of the ordinary course of business. Such processing or treatment of reserved goods by the Customer shall be carried out for Gebrüder Fabian. If goods subject to retention of title are processed together with other movable goods not belonging to Gebrüder Fabian, Gebrüder Fabian shall acquire co-ownership of the new goods in the ratio of the purchase value of the goods subject to retention of title to the purchase value of the other processed movable goods at the time of processing. If the Customer acquires sole ownership of the new item(s), the Customer shall grant Gebrüder Fabian co-ownership to Gebrüder Fabian in the ratio of the purchase value of the reserved goods to the new item(s). This shall also apply in the case of combination and mixing of reserved goods with other movable goods. The new goods resulting from the processing, treatment, combination or mixing of goods subject to retention of title shall be deemed goods subject to retention of title with regard to the co-ownership portion to which Gebrüder Fabian is entitled.
13.3 During the existence of a retention of title with respect to reserved goods, the Customer shall only be permitted to resell such reserved goods in the ordinary course of business and only on condition that the Customer agrees a retention of title in respect of such reserved goods with the party to which it resells same that complies with the provisions
of this Clause 13.
In the event of resale, the Customer hereby irrevocably assigns to Gebrüder Fabian, which accepts same, its claims and rights, including all ancillary rights, against third parties arising from such a sale. Insofar as the Customer has agreed a current account relationship with its purchaser, the assignment shall refer to any remaining or open claims. In the event that goods subject to retention of title are resold together with other items and no individual price has been agreed for the goods subject to retention of title, the Customer shall assign to Gebrüder Fabian that portion of the payment claim to which it is entitled from the resale which corresponds to the amount invoiced by Gebrüder Fabian to the Customer for the sale of these goods subject to retention of title. In the event of the resale of goods in which Gebrüder Fabian is entitled to a co-ownership share in accordance with clause 13.2, the assignment of the claims arising from the resale shall be made proportionately to the amount of the co-ownership portion to which Gebrüder Fabian is entitled in the resold goods.
The assigned claims are assigned by way of security and serve as security for Gebrüder Fabian to the same extent as the goods subject to retention of title. Until revoked by Gebrüder Fabian, the Customer is entitled to collect claims assigned to Gebrüder Fabian in the ordinary course of business. Upon request by Gebrüder Fabian, the Customer is obliged to notify the debtors of these claims of the advance assignments and to provide Gebrüder Fabian with the information and documents required to assert the claims. Gebrüder Fabian is entitled to notify the debtors of these claims of the advance assignments made to Gebrüder Fabian.
13.4 If the value of the security interests to which Gebrüder Fabian is entitled exceeds the value of Gebrüder Fabian's claims against the Customer by more than 10% in total, Gebrüder Fabian shall release the excess portion of the security interest at the Customer's request. Gebrüder Fabian shall determine which security interest is released, taking into account the Customer's legitimate interests to an appropriate extent.
13.5 The Customer is not entitled to make other disposal of the reserved goods (pledging, transfer of ownership by way of security) or other assignments of the claims mentioned in Clause 13.3. In the event of seizure or confiscation of goods subject to retention of title, the Customer shall draw attention to the ownership of Gebrüder Fabian and inform Gebrüder Fabian immediately of any such seizure or confiscation.
14. Final provisions
14.1 The Customer may only transfer claims against Gebrüder Fabian, with the exception of monetary claims, to third parties with the prior written consent of Gebrüder Fabian.
14.2 Gebrüder Fabian shall be entitled to transfer to third parties any claims and rights Gebrüder Fabian may have against the Customer without the consent of same.
14.3 The contractual relationship shall be governed by German law, excluding the provisions of international private law and internationally standardised purchase laws, in particular the UN Convention on Contracts for the International Sale of Goods.
14.4 Should any provision of these General terms and conditions of sale and delivery be or become invalid or void, the validity of the remaining provisions of these General terms and conditions of sale and delivery shall not be affected thereby. The ineffective or void provision shall be replaced by the effective provision which the parties would have agreed upon at the time of the conclusion of the contract had they been aware of the ineffectiveness or invalidity in order to achieve the same economic result.
14.5 If the Customer is a tradesperson, a legal entity under public law or a special fund under public law, Hamburg shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship and its existence. However, Gebrüder Fabian are also entitled to sue the Supplier at his general place of jurisdiction. This does not apply if and insofar as there is an exclusive legal venue for a dispute in an individual case.
Hamburg 26.01.2019
General terms and conditions of waste disposal
1. Contracting party. Scope
1.1 The Customer's contractual partner is Gebrüder Fabian GmbH ("Gebrüder Fabian"), registered in the Commercial Register of the Hamburg District Court under HRB 92568.
1.2 Gebrüder Fabian provides services exclusively on the basis of the following conditions. Deviating conditions shall only become part of the contract if we explicitly agree to same in writing. Conflicting Customer’s conditions shall not apply even if we do not explicitly object to same. Moreover, our General terms and conditions for purchasing apply, whereby the present General terms and conditions for waste disposal shall prevail in the event of contradictions or loopholes.
2. Service, subcontractor
2.1 The contract covers the provision of containers to receive the waste to be filled by the customer at the specified location, the rental of the respective containers and the collection of the respective filled containers for further disposal.
2.2 Our offers are subject to confirmation. Orders shall only be deemed to have been accepted as legally binding when they have been confirmed by us in text form, e.g. by e-mail or fax. The same applies to oral agreements and amendments to the contract.
2.3 We shall also be entitled to use third parties to perform this contract.
3. Access routes, installation site and securing of containers
3.1 Containers shall be placed at the Customer's instruction and risk when they are made available. The Customer shall alone be responsible for sufficient ground conditions and other suitability of access roads and installation site.
3.2 The Customer shall be responsible for obtaining any necessary official permits and authorisations - such as a special use permit - for the use of public traffic areas at its own expense. The permit must be presented to us on request.
3.3 The Customer must obtain the necessary consent of the owners for driving on third-party property, non-public roads, paths and places. Such consent shall be presented to us on request.
3.4 The Customer shall ensure the security of the containers, e.g. proper barriers, lighting and signage, as prescribed by road-traffic regulations, accident prevention regulations and, if applicable, municipal bylaws.
3.5 If the Customer violates the obligations under items 3.1 to 3.4, it shall be liable to us for all damages and other additional expenses resulting therefrom, in particular also for those resulting from official claims due to lack of approval (e.g. fines). The Customer shall indemnify us against third-party claims, in particular due to unauthorised use of third-party property or lack of security with respect to the containers.
4. Loading of containers and Customer's duty of care
4.1 The Customer shall be liable for the careful use of the containers. Containers may only be filled up to the height of the edge and only within the scope of the maximum permissible weight. The Customer must ensure that the loading weight and external dimensions are observed. Treatment of the substances filled into the containers in the containers (incineration, slurrying, crushing, etc.) is prohibited.
4.2 The Customer guarantees that containers will be handled and filled in accordance with the agreement and that they will be freely accessible for transport. In cases of doubt, our employees should be consulted before filling the containers. Each container may only be filled in accordance with the waste code or waste designation given at the time of conclusion of the contract. The Customer is obliged to declare the materials filled into the containers as waste according to the valid waste codes.
4.3 The Customer is responsible for all materials that are filled into the containers during provision until collection, even if this is done by third parties without its knowledge.
4.4 The Customer is not entitled to move the containers which are the subject of the contract itsself or to hand them over for collection to third parties who have not been explicitly commissioned by us to do so. Subletting of the containers is also not permitted without our express consent (in writing or in text form e.g. by e-mail or fax).
4.5 If containers are filled with substances or objects other than those covered by the contract, or if the waste filled into the containers does not comply with the contractually agreed dimensions, weights and other properties relevant for transport or recycling or disposal, we shall be entitled to refuse removal. Only in this case, notwithstanding the above Clause 4.4, the Customer shall be entitled and obliged to dispose of the waste properly at its own responsibility and to keep the emptied container ready for collection by us without delay - at the latest within three days.
If it becomes apparent at a later date that containers have not been filled properly, we shall be entitled to demand compensation from the Customer for the additional expenditure required for the proper disposal of the waste. If the waste is secured by the authorities, we shall be entitled to demand an appropriate interim storage fee.
4.6 The Customer shall be liable for all costs and damages of any kind incurred by us, including the costs of any necessary analysis or re-sorting caused by non-observance of the aforementioned Clauses 4.1 to 4.5.
5. Refusal of performance, right of withdrawal
5.1 We shall be entitled to refuse to perform an order as long as the Customer does not fulfil its obligations resulting from Clauses 3 and 4.
5.2 Furthermore, we shall be entitled to withdraw from the contract in whole or in part if the Customer does not fulfil its obligations under Clauses 3 and 4, if we have determined a reasonable period of time in order for it to remedy this and if it is unreasonable for us to continue with the contract. The criteria of unreasonableness may be dispensed with if Customer’s non-performance lasts for more than three months.
6. Performance times and delay
6.1 The Customer shall be obliged to provide us with binding times for the arrival and departure of the containers with a reasonable lead time, at which they can be made available and collected. If the Customer defaults in accepting or holding containers ready for collection, we may demand compensation for damages and additional expenses. The same applies in the event of a justified refusal by us to execute the order in accordance with Clause 5.1.
6.2 Agreements concerning performance times are only binding for us if they have been confirmed by us in text form. Even in the case of bindingly agreed performance times, deviations of up to four hours from the promised time of provision or collection shall be regarded as insignificant and shall not justify any claims against us by the Customer.
6.3 In the event that, in a warranty case, a Customer has given us a period of grace in order to provide performance, this period must be at least three working days.
6.4 Delays in performance which were not foreseeable at the time of conclusion of the contract due to force majeure and similar events, the causes of which are outside our sphere of influence, shall entitle us to postpone performance for the duration of the hindrance plus a reasonable start-up period. If the hindrance cannot be overcome by reasonable expenditure and lasts for more than three months, both the Customer and we are entitled to withdraw from the contract with regard to the part not yet fulfilled. We shall inform the Customer of the beginning and end of such hindrances as soon as possible.
6.5 If the Customer is in default of payment for earlier services, we shall be entitled to refrain from providing further services. Any costs arising from this shall be borne by the Customer.
6.6 We shall not be in default of performance as long as the Customer does not meet its obligations under Clauses 3 and 4.
6.7 There shall be no contractual penalties or lump-sum damages for delayed performance.
7. Ownership
Ownership of the waste put into the containers shall be transferred to us when the containers are collected and the waste is handed over.
8. Prices and price changes
8.1 Unless otherwise agreed, the agreed remuneration shall include the provision, rental and transport of the containers provided, waiting times of up to 30 minutes for delivery and collection, distribution and prime costs, as well as the proper disposal of the waste covered by the contract.
8.2 Any additional services ordered or necessary ancillary costs in connection with the installation and collection of the containers, such as costs for special securing measures, cleaning of the installation site, moving the containers or official fees shall be charged in accordance with a separate agreement.
8.3 Empty runs and waiting times of 31 minutes or more for which the Customer is responsible shall be charged on a quarter-hourly basis.
8.4 Prices are exclusive of statutory value added tax applicable at the time.
8.5 In the event of contractual relationships which involve regular performance, we shall be entitled to make price adjustments by way of unilateral performance determination at our reasonable discretion in accordance with § 315 BGB (German Civil Code), insofar as there are changes in costs in the calculation bases relevant for price determination in accordance with the above Clause 8.1. In this context, we may only take cost increases into account if corresponding cost reductions are applied accordingly, and cost increases and cost reductions must be netted out. We must determine the scope and timing of a price change in such a way that cost reductions are taken into account according to the same business management standards as cost increases. In particular, we must not pass on cost reductions later than cost increases.
8.6 Price adjustments shall only become effective after notification (in writing or in text form) to the Customer, which must be given at least four weeks before the intended change.
8.7 The Customer shall have the right to partially terminate the contract in advance at the time that the price adjustment takes effect with regard to the type of waste to which the price change applies, provided that the Customer objects to the price adjustment within two weeks of receipt of notification thereof. Otherwise, the price adjustment will come into force at the announced date. The notice of termination must be in text form. The ordinary right of termination as well as the extraordinary right of termination shall remain unaffected.
9. Payments
9.1 Invoice amounts shall be due for payment immediately. Even without a reminder, the Customer shall be in default of payment at the latest 30 days after receipt of an invoice and must then pay statutory default interest. We explicitly reserve the right to assert further damage caused by delays.
9.2 After unsuccessful expiry of a reasonable grace period, we shall be entitled to perform outstanding services only against advance payment or to make them dependent on the provision of a security if the Customer is in default with agreed payment terms or if circumstances exist which, when applying customary banking standards, give rise to doubts about the Customer's solvency.
9.3 Customer’s claims or retention rights can only be asserted against invoice amounts issued by us if such claims have been acknowledged in writing or have been legally enforced.
10. Liability
10.1 We shall always bear unlimited liability for damages resulting from injury to life, body or health caused by a breach of duty. Furthermore, we shall bear unlimited liability in the event of transfer of a warranty or risk concerning specifications, as in the event of grossly negligent or intentional breach of duty.
10.2 Moreover, we shall only be liable for damage to property and assets caused by simple negligence if an essential contractual obligation has been violated. In these cases, liability is limited to the foreseeable damage typical for the contract. Essential contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer can regularly rely.
10.3 In the event of defective performance by us, we may, at our discretion, either remedy the defects within a reasonable period of time or provide new performance free of defects. Only if this should fail repeatedly or be unreasonable and if the defects are not merely insignificant, then the customer shall be entitled to withdraw from the contract or to reduce the price in accordance with statutory provisions. The Customer shall be entitled to claim damages in accordance with Clauses 10.1 and 10.2.
10.4 Claims based on defects in our performance shall become statute-barred within 12 months of performance. This applies accordingly to legal shortcomings. In the event of intentional breaches of duty, claims in tort, the absence of guaranteed characteristics, the transfer of risks concerning specifications and personal injury, the statutory limitation periods shall apply. § 634 a para. 3 BGB shall remain unaffected.
10.5 The aforementioned limitations of liability shall also apply, in terms of grounds and amount, in favour of our legal representatives, employees and other vicarious agents.
10.6 §§ 425 to 439 HGB (German Commercial Code) shall remain unaffected by the above Clauses 10.1 to 10.5.
10.7 Any further liability for damages is excluded regardless of the legal nature of the asserted claim.
11. Data protection
11.1 For the purpose of fulfilling and implementing the contractual relationship, Gebrüder Fabian will, in accordance with Art. 6 para. 1 b) and f) EU-GDPR, collect personal data of the respective contact persons of the Customer and, if applicable, of the Customer's contractual partners (drop-off or unloading points) and process them in accordance with the provisions of the European General Data Protection Regulation and the German Federal Data Protection Act.
11.2 Inter alia, the personal data provided to Gebrüder Fabian will be transmitted by contact persons of the Customer and, if applicable, by the Customer's contractual partners (drop-off points) to the forwarding agents used by Gebrüder Fabian as subcontractors for the purpose of fulfilling and implementing the contractual relationship in accordance with Art. 6 para. 1 b) and f) EU-GDPR. Gebrüder Fabian has contractually obliged the subcontractors to process this data exclusively for the purpose of fulfilling and implementing the respective subcontract in accordance with the provisions of the European General Data Protection Regulation and the German Federal Data Protection Act as the persons responsible in accordance with Art. 4 No. 7 EU-GDPR. The data subject may exercise his/her data subject rights, as set out below, in relation to such data transmitted to subcontractors, both with respect to ourselves and to the subcontractors. The Customer is also obliged to provide the relevant information to its contractual partners in the supply chain in an orderly manner, insofar as corresponding personal data of contact persons of these contractual partners are passed on to the Customer and transmitted to Gebrüder Fabian. The Customer shall indemnify Gebrüder Fabian against all claims based on a violation of data protection regulations by the Customer, whether by private third parties or by the authorities.
11.3 The data shall be stored for the duration of the business relationship as well as for the period of commercial and tax retention periods, usually ten years from the end of the calendar year in which the respective exchange of services took place. After the expiry of this period, Gebrüder Fabian will immediately destroy or delete the data.
11.4 For the period of storage, the respective data suject is entitled to request information about his/her data and photocopies stored at Gebrüder Fabian at any time.
11.5 Furthermore, the data subject may at any time request the correction or deletion of individual personal data as well as a restriction of data processing or object to data processing, provided that this does not conflict with Gebrüder Fabian’s legitimate interest in continuing data processing, especially in view of performance of the agreement and the above-mentioned commercial and fiscal retention periods. The data subject also has a right to data transferability. The further rights of the data subject are derived from Art. 15-23 EU-GDPR (see in detail at www.gebrueder-fabian.de).
11.6 The data subject is entitled to complain to the competent supervisory authority if he/she considers that his/her personal data are being processed unlawfully. The address of the supervisory authority responsible for Gebrüder Fabian is: Der Hamburgische Beauftragte für Datenschutz und Informationsfreiheit, Ludwig-Erhard-Str 22, 7th floor, 20459 Hamburg, phone: +49 40/428 54 40 40, fax: +49 40/42 79 11 811, e-mail: mailbox@datenschutz.hamburg.de.
11.7 When accepting goods which may contain personal data of third parties (e.g. address labels on waste paper and cardboard, data on old electrical equipment), the Customer is obliged to explicitly and transparently point out the respective personal responsibility of the data subjects with regard to the independent deletion, obliteration or other destruction of personal data. If the Customer itself is a data subject in terms of data protection, it shall be notified thereof accordingly by Gebrüder Fabian. Insofar as the Customer does not obtain such goods in the supply chain directly from data subjects under data-protection law, it shall also oblige its Suppliers to provide relevant information in a corresponding manner. If the Customer has not (also) explicitly and legally commissioned Gebrüder Fabian to process the order within the meaning of Art. 28 EU-GDPR, Gebrüder Fabian shall not be liable for any infringements of data protection regulations, neither towards the data subjects nor towards the Customer. The Customer shall indemnify Gebrüder Fabian against all claims, whether from private third parties or from official authorities.
12. Jurisdiction
If the Customer is a company, a legal entity under public law or a special fund under public law, our company headquarters (Hamburg) shall be the agreed exclusive place of jurisdiction. However, we are also entitled to sue the Customer at his general place of jurisdiction.
13. Power of attorney
We are authorised by the Customer to issue all declarations to authorities or third parties required in connection with the acceptance of the waste, in particular accompanying and acceptance certificates. This does not affect the admissibility of the issue of the consignment notes by the Customer.
14. Final provisions
14.1 Should any provision of these General terms and conditions of purchase be or become invalid or void, the validity of the remaining provisions of these General terms and conditions of purchase shall not be affected thereby. The ineffective or void provision shall be replaced by the effective provision which the parties would have agreed upon at the time of the conclusion of the contract had they been aware of the ineffectiveness or invalidity in order to achieve the same economic result.
14.2 The law of the Federal Republic of Germany shall apply exclusively, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods.
Hamburg 26.01.2019