General Terms and Conditions for Storage of Gustav Seeland GmbH (hereinafter referred to as “Seeland”)
1. Scope of application, general
1.1 These General Terms and Conditions for Storage (hereinafter referred to as "GTC Storage") are an integral part of all storage contracts concluded by Seeland with the contracting party. They shall also apply in this respect to all future contracts with the same contracting party without their applicability having to be separately agreed in each individual case.
1.2 These GTC Storage shall apply exclusively. Deviating, contradicting or supplementary terms and conditions of the contracting party shall only become part of the contract if and to the extent that Seeland has expressly agreed to their applicability in writing. This approval requirement shall also apply if Seeland performs services without reservation in the knowledge of the contracting party's terms and conditions.
1.3 All offers made by Seeland are subject to change and non-binding until a written order confirmation is provided. A binding order for Seeland shall only be concluded by written order confirmation.
1.4 Legally relevant declarations and notifications to be made by the contracting party after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in text fiorm (e.g. email, fax) in order to be effective.
2. Prices, payment terms
2.1 In the absence of any agreement to the contrary in individual cases, the prices of Seeland current at the time of conclusion of the contract shall apply.
2.2 All price quotations are exclusive of the respectively applicable value added tax.
2.3 Invoice amounts are to be paid without deductions within ten days of invoicing, unless otherwise agreed. If the contracting party does not settle an invoice within a payment period specified by Seeland, the contracting party shall be in default of payment without a reminder. In this case, Seeland is entitled - without affecting the assertion of further damage caused by default - to claim the statutory default interest.
2.4 The contracting party shall only be entitled to rights of set-off or retention insofar as these have been legally established or are undisputed.
3. Seeland services
3.1 The services of Seeland shall be performed with the due diligence of a prudent warehouse keeper.
3.2 Storage, including warehousing, retrieval of goods and inventory management according to the specific requirements of the goods, takes place in suitable storage rooms or in the external storage area. Seeland is entitled to store the goods with third parties at its own discretion, unless this is contractually excluded. If Seeland stores goods with a third-party warehouse keeper, Seeland shall immediately inform the contracting party in text form of the name and the storage location of such third-party warehouse keeper or, if a storage register has been issued, shall make a note thereof in that.
3.3 The stored goods are registered by Seeland in such a way that the contracting party can be provided with information about the storage of the goods in the individual storage areas at all times. Where an storage register is drawn up, Seeland shall be entitled to hand over the stored goods upon presentation of the storage contract with storage register or a corresponding write-off note contained on the register, unless Seeland is aware or is unaware as a result of negligence that the presenter of the storage contract is not authorised to take delivery of the stored goods. Seeland is authorised, but not obliged, to check the legitimacy of the person presenting the storage contract.
3.4 Seeland shall undertake, in return for separate remuneration, additional work going beyond the appropriate protective measures against loss of or damage to the stored goods, for the preservation or conservation of the stored goods or their packaging, provided that such work has been agreed in writing.
4. Duties of the contracting party
4.1 Upon storage of the goods, the contracting party shall be obliged to check and sign the storage register, insofar as such a register is created, with regard to the stored goods for correctness and completeness.
4.2 The contracting party shall specify the goods to be stored in such a way as to enable proper stacking, storage and processing. The contracting party shall inform Seeland in advance in text form if dangerous goods or goods which give rise to concerns about disadvantages for the warehouse, for other stored goods or for persons are to be the subject of the storage contract.
4.3 To the extent necessary for proper storage, the contracting party shall pack and label the goods and provide documents as well as all information required by Seeland to fulfil its obligations under the storage contract.
4.4 The contracting party's storage-related instructions must be issued in text form.
4.5 Upon delivery of the stored goods, the contracting party shall be obliged to return the storage contract with register and to issue a written acknowledgement of receipt.
5. Transfer of risk
The risk shall pass - also in the case of storage with third parties in accordance with clause 3.2 - to Seeland upon acceptance of the goods from the entrance gate storage area (inside) and in the case of retrieval to the contracting party or its agent upon handover of the goods from the entrance gate storage area (outside).
6. Storage implementation
6.1 In the absence of a special agreement, Seeland is not obliged to carry out work to maintain or improve the goods or their packaging. However, Seeland shall be entitled to carry out such work at the expense of the contracting party if, in its due discretion, loss or damage to the goods themselves, other goods or the storage premises is to be suspected as a result of their omission.
6.2 The contracting party shall be entitled, after prior consultation with Seeland, to inspect the storage premises or have them inspected in compliance with the safety regulations and the occupational health and safety regulations. Objections or complaints against the storage of the goods or against the choice of storage space shall be raised immediately. If the contracting party does not make use of the right of inspection, it shall be excluded from raising objections against the manner of storage, provided that the choice of the storage room and the storage of the stored goods have been made with the due diligence of a prudent warehouse keeper.
7. Assignment and pledge
Without prejudice to their obligations under the storage contract, the contracting party shall be authorised to assign or pledge the rights under the storage contract, which shall, however, only be binding towards Seeland after notification in text form. The party to whom the rights have been assigned or pledged shall only be entitled to dispose of the stored goods on presentation of the storage contract with inventory register to Seeland. Clause 3.3 shall apply accordingly.
8. Right of lien
8.1 On account of all claims due under the storage contract, Seeland shall have a right of lien and a right of retention on the goods of the contracting party which are in Seeland's power of disposition. The right of lien may also be asserted on the basis of undisputed claims from other contracts with the same contracting party.
8.2 In the event that Seeland exercises its right to sell by way of pledge the items which have come into its power of disposition, the notification sent to the last address of the contracting party known to Seeland shall suffice for the threat of a lien auction and the notification of the date of the auction. The threat of a lien auction shall be considered to have been received one week after it was sent, unless the contracting party proves that it did not receive the notification. The lien auction must not take place before the expiry of one week after receipt of the threat.
9. Liability of Seeland
9.1 Seeland shall be liable for damage caused by loss of or damage to the goods (damage to goods) in the period from acceptance for storage until handover upon retrieval in accordance with clause 5, unless the damage could not have been averted even if due care of a prudent warehouse keeper had been exercised. This also applies if Seeland stores the goods with a third party in accordance with clause 3.2.
9.2 Seeland's liability for loss of or damage to the goods is limited to
a) EUR 5.00 for each kilogram of gross weight of the goods,
b) a maximum of EUR 5,000.00 per claim; if the damage suffered by the contracting party consists of a difference between the target and actual inventory stock, the amount of liability shall be limited to EUR 25,000.00, irrespective of the number of claims causing the inventory difference. In both cases, the above liability limitation to EUR 5.00/kg of the gross weight of the goods remains unaffected.
9.3 If only individual packages or parts of the goods have been lost or damaged, the maximum liability sum shall be calculated on the basis of the gross weight of the entire goods, if the entire goods are devalued, and on the basis of the gross weight of the devalued part of the goods, if only part of the goods are devalued.
9.4 Seeland's liability for damage other than to goods (consequential damage to goods and pure financial loss) with the exception of personal injury and damage to third party property is limited to EUR 5,000.00 per claim.
9.5 Seeland's liability shall in any case be limited to EUR 2 million per loss event, irrespective of the number of claims arising from one loss event; in the event of more than one claimant, Seeland shall be liable proportionately to their claims.
9.6 The above limitations and exclusions of liability shall not apply if the damage is attributable to an action or omission committed intentionally or with gross negligence by Seeland, Seeland's employees in the performance of their duties or persons whose services Seeland uses in the performance of their duties. The same applies in the event of injury to life, limb or health. The above limitations and exclusions of liability shall also not apply if the aforementioned group of persons has caused the damage by breaching material contractual obligations; in this case, Seeland's liability shall be limited to the typical foreseeable damage. Material contractual obligations are those obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the contracting party may regularly rely.
10. Notice of damage
10.1 The contracting party must observe the following deadlines for complaints:
a) Obvious damage, loss, partial loss or damage to the stored goods must be reported by the contracting party in text for at the latest on handover in the case of self-collection by the contracting party, in all other cases on the day after handover.
b) Non-obvious damages shall be reported to Seeland in text form within 10 working days after handover of the stored goods, whereby the contracting party shall bear the burden of proof that these damages occurred during the storage of the stored goods for which Seeland is responsible.
c) Claims for damage other than to goods must be made in text form within one month, calculated from the day of handover.
In the event of failure to comply with the above deadlines for giving notice of damage, the presumption provisions of Section 438 para. 1 and 2 of the HGB (German Commercial Code) shall apply accordingly.
10.2 Seeland is obliged to inform the contracting party of the legal consequences of the acceptance of the goods, of the obligation to give notice of damage as well as of the text form and deadline of the notice of damage at the latest upon handover of the goods. If Seeland fails to indicate this, the reference to the failure to observe the deadline for giving notice of damage is excluded.
11. Insurance obligation
11.1 Seeland is not obliged to insure the goods for its own account or for the account of third parties.
11.2 An order to purchase insurance must be made in text form and must contain all information necessary for the proper conclusion of the insurance. Seeland must declare acceptance or rejection of the order immediately.
11.3 If the insurance policy is not concluded or is concluded inadequately for reasons for which Seeland is not responsible, Seeland shall notify the contracting party immediately. Seeland shall not be liable for any resulting disadvantages for the contracting party.
11.4 If an insured event occurs, the contracting party's claims for damages shall be limited to the indemnity paid by the insurance company.
12. Applicable law, place of jurisdiction
12.1 The legal relations between the parties shall be governed by German law under the exclusion of all international and supranational (contractual) legal rules and regulations.
12.2 The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of Seeland in Hamburg. However, Seeland shall also be entitled to file an action at the general place of jurisdiction of the contracting party.