1.1 The following General Terms and Conditions (GTC) apply to all deliveries, services, offers or other legal declarations of CR Container Trading GmbH if the customer is an entrepreneur (Section 14 of the German Civil Code [BGB]), a legal entity under public law or a special fund under public law; conflicting or differing conditions of the customer are not part of the contract even without an express objection or unconditional delivery/performance by CR Container Trading GmbH, unless expressly agreed and confirmed in writing.
1.2 The GTC also apply to all future deliveries, services or legal declarations to the customer, even if they were not once again expressly taken as a basis.
1.3 Agreements as well as amendments and supplements to concluded contracts that deviate from the GTC require express written confirmation.
1.4 Legally relevant declarations and notifications that are to be made by the customer to CR Container Trading GmbH after conclusion of the contract (e.g. setting of deadlines, notices of defects, declaration of withdrawal from the contract or reduction of the purchase price) must be in writing in order to be effective.
2. Conclusion of the contract
2.1 All offers of CR Container Trading GmbH are non-binding, unless otherwise stated in the offer.
2.2 An order of the customer is considered a binding contract offer. A contract is considered concluded only upon a written order confirmation or an actual delivery/service of CR Container Trading GmbH.
2.3 Used containers are sold on the basis of their current state.
3. Prices and terms of payment
3.1 All prices are net prices ex warehouse. They are plus VAT at the then prevailing legal rate and all costs associated with the purchase and delivery, such as statutory levies, transport costs, insurance, etc.
3.2 All invoices shall be immediately due for payment without deduction. If payment by instalments is agreed by way of exception and the customer does not adhere to the instalment payment dates, CR Container Trading GmbH is entitled to declare the entire remaining debt due.
3.3 The customer is entitled to make a set-off and/to assert rights of retention only if its counterclaims have been legally established, are undisputed or have been recognized by CR Container Trading GmbH.
3.4 If the customer is late in paying an invoice amount due or there are doubts about its solvency, CR Container Trading GmbH is not obliged to perform further deliveries/services under – also other – ongoing contracts with the customer and may postpone their fulfilment until all payments due have been made, and revoke granted payment terms.
4.1 Deliveries shall be effected ex warehouse of CR Container Trading GmbH, unless otherwise agreed in writing.
4.2 The stated delivery times are non-binding, unless they are expressly confirmed as binding in writing. Order changes lead to the cancellation of dates agreed upon.
4.3 Occurrence of delay in delivery on our part is governed by the statutory provisions. In any case, however, a reminder by the customer is required.
4.4 CR Container Trading GmbH is entitled to provide partial services and/or effect partial deliveries and to invoice them separately.
4.5 War, strikes, lockouts, operational and traffic disruptions as well as all cases of force majeure, even at the suppliers of CR Container Trading GmbH, discharge CR Container Trading GmbH from its obligation to provide services/effect deliveries for the duration of the disruption and to the extent of its impacts, even if they make implementation of the contract concerned uneconomic for the foreseeable future. Agreed times for services/delivery shall be extended to a reasonable extent. CR Container Trading GmbH shall inform the customer of the expected duration. Moreover, such events entitle CR Container Trading GmbH to withdraw from the contract without the customer being entitled to claim damages.
5. Delivery/passing of risk
5.1 The risk of accidental loss, destruction or deterioration of the container passes ex warehouse to the customer. This applies even if at the customer’s request CR Container Trading GmbH effects the delivery or has the delivery effected to the customer’s principal place of business.
5.2 If no delivery of the container to the customer is effected, for example because the container remains in the possession of a third party, the passing of risk shall occur as soon as a lease or other agreement between the customer and the third party enters into force. It is irrelevant whether CR Container Trading Gmbh has entered into this agreement as an agent or the customer has entered into this agreement in its own name.
5.3 The customer must bring complaints about damage to goods in transit to the notice of the transport company and at the same time to CR Container Trading GmbH without undue delay or within any periods stated for this.
5.4 If the customer is in default of acceptance, fails to cooperate or the delivery of CR Container Trading GmbH is delayed for other reasons for which the customer is responsible, CR Container Trading GmbH is entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, an itemized statement of damages shall be furnished to the customer. The statutory claims of CR Container Trading GmbH (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected.
6. Liability for defects
6.1 The customer must inspect the deliveries/services immediately upon receipt and bring a written complaint about obvious defects (including wrong and short delivery) to the notice of CR Container Trading GmbH without undue delay, but within one week at the latest. The same applies to hidden defects, from the date of knowledge of the defect. If no complaint is submitted in the specified period, the deliveries/services shall be considered accepted.
6.2 Claims based on defects must be asserted in writing.
6.3 Slight deviations of the delivered containers from the offer/order confirmation and/or samples are not considered a defect. The liability for defects also does not apply to natural wear and tear and to such defects which have arisen after the passing of risk as a result of faulty or negligent handling or excessive stress or due to effects which are not presupposed under the contract, etc. CR Container Trading GmbH is also not liable to the extent that parts of the delivery are subject to premature wear according to their nature or use.
6.4 In case of a justified and timely notice of defects the subsequent performance (“Nacherfüllung”) shall be effected, at the option of CR Container Trading GmbH, by remedying the defect or delivering a defect-free container.
6.5 Only if CR Container Trading GmbH is unwilling or – within a reasonable time – unable to effect subsequent performance or the subsequent performance fails twice, the customer is entitled in accordance with legal requirements to reduce the purchase price or to withdraw from the contract if the breach of duty is not insignificant. Section 7 of these GTC apply to any claims of the customer for damages and reimbursement of expenses, even in the event of recourse pursuant to Sections 478 and 479 BGB.
6.6 If there is no sale of consumer goods, the limitation period is one year, and for used containers six months. If there is a sale of consumer goods, the limitation period is two years, and for used containers one year.
6.7 If the containers are intended for interstate use, CR Container Trading GmbH is not liable for ensuring that former, current and/or future provisions of public law and/or in particular customs provisions in Germany or other countries are complied with.
7. Liability for damages and for reimbursement of expenses
7.1 In the event of any breach of duty, even in case of a defective delivery, tort and manufacturer’s liability, CR Container Trading GmbH is liable for damages and reimbursement of expenses only in case of intent or gross negligence or in the event of breach of a fundamental obligation of the contract (also so-called “cardinal duty” [Kardinalpflicht]).
7.2 The liability of CR Container Trading GmbH in the event of breach of a fundamental obligation of the contract is limited to the damage typical of the contract that was foreseeable upon conclusion of the contract.
7.3 The exclusions of liability pursuant to Sections 7.1 to 7.2 above do not apply in cases of assumption of a guarantee, fraudulent concealment of a defect and to damages resulting from injury to life, limb or health, and in cases of mandatory liability under the Product Liability Act.
7.4 All claims for damages and for reimbursement of expenses, on whatever legal grounds they are based, become barred by limitation no later than one year after delivery of the containers to the customer with the exception of those claims relating to damage specified in Section 7.3.
7.5 If the liability of CR Container Trading GmbH is excluded, this also applies to the personal liability of the employees, managing directors (Geschäftsführer), representatives and “Erfüllungsgehilfen” (persons employed for whom the employer is vicariously liable) of CR Container Trading GmbH.
8. Retention of title
8.1 Delivered containers remain the property of CR Container Trading GmbH until complete fulfilment of all claims arising from the current business relationship with the customer.
8.2 In the event of breach of contract by the customer, especially default in payment, CR Container Trading GmbH is entitled to repossess the delivered containers at the customer’s expense and without granting an extension of time. The repossession does not imply withdrawal from the contract, unless this is expressly declared. After repossession of the delivered container, CR Container Trading GmbH is entitled to realize the same; the realization proceeds shall be offset against the customer’s liabilities, less reasonable realization costs.
8.3 The customer may resell the reserved goods only after full payment of the purchase price and of the other liabilities arising from the business relationship.
The customer hereby already assigns to CR Container Trading GmbH all its claims to the extent of the rightful claim of CR Container Trading GmbH which accrue to it from any lease of the containers or resale in breach of contract. The customer remains authorized to collect this claim. The authority of CR Container Trading GmbH to collect the assigned claims itself remains unaffected. CR Container Trading GmbH will however not collect the claims itself as long as the customer duly meets its contractual obligations, in particular does not default in payment. If this is the case, the customer is obliged to indicate to CR Container Trading GmbH the assigned claims and their debtors, to provide all information required for the collection, hand over documents and notify the debtors (third parties) of the assignment.
8.4 If the value of the securities exceeds the claims by more than 25%, CR Container Trading GmbH shall release securities at its own option at the customer’s request.
8.5 The customer must inform CR Container Trading GmbH of any attachment or other impairment by third parties without undue delay. All costs for defending against rights asserted by third parties shall be borne by the customer.
9. Sales contracts with tenants
If the sales contract relates to a container that is leased to the customer at the time of conclusion of the contract, the customer will remain obliged to pay the agreed rent until full payment of the purchase price.
10. Final provisions, place of performance, jurisdiction and applicable law
10.1 If one of the provisions of these GTC or a provision laid down in other agreements is or becomes invalid in whole or in part, it must be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision. The validity of the other provisions otherwise remains unaffected.
10.2 The place of performance and – also international – place of jurisdiction is Hamburg if the customer is an entrepreneur (Section 14 BGB), a legal entity under public law or a special fund under public law. CR Container Trading GmbH is however optionally also entitled to file a complaint against the customer at its place of general jurisdiction.
10.3 The contractual relationships between the customer and us are exclusively governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).