- These General Business Terms and Conditions apply to contracts between Green Ports (Hamburg) GmbH - hereinafter referred to as "Green Ports" - and our contractual partner - here- inafter referred to as "the customer," insofar as the latter is an entrepreneur (§ 14 of the Ger- man Civil Code “BGB”), a legal entity under public law, or a special fund under public law.
- Differing provisions due to mandatory statutory provisions or individual contractual agreements take precedence over these General Business Terms and Conditions.
- General Business Terms and Conditions of the customer are hereby disallowed.
2. OFFER AND CONTRACT CONCLUSION
- The offer by Green Ports is subject to modifications until accepted. The offer is available for acceptance for four weeks, unless otherwise agreed.
- Price information or product and service descriptions in the offer or the order confirmation may also be based on referenced lists.
- In the case of business transactions in the context of electronic commerce, § 312 e para. 1 no. 1 to 3 and sentence 2 BGB are not applicable.
3. DEADLINES, SCHEDULES, FORCE MAJEURE, PARTIAL PRODUCTS OR SERVICES, SUBCONTRACTING
- The agreed performance periods do not begin until the customer has fulfilled his or her duty to cooperate, for example, through documents to be procured, correct and complete declaration, or by paying the agreed down payment.
- Force majeure and other unforeseeable events beyond the control of Green Ports, which may seriously affect the fulfillment of the contractual obligations, as it pertains to the contractual obligations, especially delivery delays by the suppliers of Green Ports, transport and operational disruptions, labor disputes, lack of energy or official directives, entitle Green Ports to delay the agreed upon schedule accordingly or, as far as the order fulfillment is gravely affected by the aforementioned events or becomes impossible altogether, to withdraw from the order in whole or in part without any claims for compensation arising on the part of the customer. This also applies if the events mentioned occur at a time when Green Ports is in arrears, unless the transaction in question is an absolute fixed-date transaction.
- Green Ports is entitled to partial order fulfillments at any time.
- Green Ports reserves the right to subcontract work to other suitable specialized companies due to operational reasons.
4. RECYCLING/DISPOSAL, DECLARATION, AND INFORMATION REQUIREMENTS
- The customer must fully and correctly declare products or waste materials to be passed to Green Ports, as well as communicate all facts that are required to properly and professionally carry out the contractual obligations. If the Waste Materials Verification Directive (“Nachweisverordnung”) must be applied, the declaration is considered completed with handover of the subsequently required documents. The customer remains responsible for the characteristics of the waste materials to be recycled/to be disposed of and the necessary declarations to third parties regardless whether Green Ports was under a contractual obligation to prepare verification documentation.
- The customer must prepare and submit the declaration analysis according to Green Ports specifications. Green Ports is entitled to prepare the declaration analysis itself or have it prepared at the expense of the customer.
- Green Ports is entitled to take samples from the waste materials offered for recycling or disposal and to use these as a binding quality sample for the contract.
- The customer is responsible for fees and charges incurred due to the disposal operation, for example, in connection with the confirmation of disposal certificates or fees of the organizations to which the waste materials are to be offered and/or provided.
- If waste materials are within the applicability scope of the various regulations on dangerous goods (“GGVSEB”, “RID”, “GGVSee”), the customer must ensure that the obligations of the sender of dangerous goods regarding the transport documents are complied with. In addition, the customer must provide Green Ports with the required safety data sheets.
- The customer must protect items provided by Green Ports (e.g., containers) against loss or damage and ensure an appropriate location with sufficient access. The customer therefore has the legal duty to maintain road safety and must procure any possibly required special use permits.
5. ACCEPTANCE CONDITIONS FOR WASTE RECYCLING AND DISPOSAL
- The acceptance of waste materials is contingent on the customer or owner of the waste to be disposed (waste generator) of submitting a written acceptance declaration from Green Ports for each type of waste material.
- When the waste materials are delivered, the acceptance declaration and depending on waste type and the respective applicable legal rules and regulations the waybill/dock receipt must be accompanied..
- Transport of the waste materials to Green Ports and compliance with the official rules and regulations, especially the submitting of a transport permit, compliance with the requirements of the law of Life-Cycle-Management (“Kreislaufwirtschaftsgesetz”) and the Verification Directive (“Nachweisverordnung”), compliance with the Transport and Packaging Regulations of the Dangerous Goods Regulation Road, Rail and In- land Waterway Transport Directive (“GGVSEB”) are the sole responsibility of the waste generator, and possibly also the sender as defined by GGVSEB. The transport is carried out at the expense and risk of the waste generator even if another carrier has been commissioned with the transport.
- If additional costs are incurred for the transport due to waiting periods or return shipments (in case the waste materials cannot be accepted properly), these are not to be covered by Green Ports.
- The following substances are not accepted by the disposal facility at Kattwykstraße 20: Explosives, oil/water mixtures with a flash point lower than 55 °C, encapsulated gases, radioactive substances, unknown materials, biological and chemical warfare agents. Green Ports reserves the right to reject other substances in some cases.
- The disposal order is accepted subject to the condition precedent of the granting of all regulatory approvals required by Green Ports and its contracted third parties to fulfill the contractual obligations.
- The disposal price ex Hamburg, Kattwykstraße 20, is based on the prices applicable at the time of delivery, which are available on request. The settlement basis is the weight determined with the calibrated Green Ports scale, if necessary, including packing material and palette, and the analysis values obtained from the independent con- tract laboratory of Green Ports at each delivery.
The customer is responsible for all damages incurred by Green Ports that are caused by the customer or by persons or companies appointed by the customer, especially the following:
- Incorrect or incomplete information on the type and characteristics of the waste materials, in particular in the respective associated declaration
- Delivery of waste materials other than the described ones
- Deviations of the delivered waste materials from the submitted analytical data and samples
- Improper driving on the factory premises (German Road Traffic Regulations “StVO” apply accordingly) and improper unloading of vehicles
- Non-observance of the safety instructions by Green Ports
- Non-compliance with the relevant accident prevention regulations
- Non-compliance with the legal provisions for the protection of soil, water, and air
- Non-compliance with the relevant provisions of the waste laws, in particular the “Kreislaufwirtschaftsgesetz” and the “Nachweisverordnung”.
- In the aforementioned cases, Green Ports has the right to refuse acceptance of the waste materials and may return them at the expense of the waste generator.
- Compliance with the water-side delivery and acceptance conditions, as well as the acceptance reference values of Green Ports is required for all delivered materials. Deviations from the water-side delivery and acceptance conditions or the Green Ports acceptance reference values result in additional or increased disposal costs or the rejection of waste materials, insofar as processing is not possible with the systems and plants of Green Ports. In case declarations or subsequent analyses are required, for example, with incorrect deliveries, Green Ports will invoice these separately.
- The delivered materials are only accepted if they can be suctioned/pumped and if they are free of foreign components or particles.
6. CLEANING AND ASSEMBLY
- If cleaning and/or assembly work is to be carried out at the customer's premises, the custom- er must ensure compliance with the statutory requirements and specifications of the latest safety technology before starting work.
- The customer provides appropriate lounges and locker rooms as well as laundry facilities and sanitary facilities for the staff of Green Ports.
- If requested, the customer provides support staff, auxiliary materials, as well as electricity, water, etc. at the site of the respective cleaning or assembly location. The associated costs are the responsibility of the customer. In these cases, utilized support employees are considered vicarious agents of the customer.
- The customer is responsible for the proper disposal of the waste materials not accepted by Green Ports at the site.
- Furthermore, the customer is liable for the accuracy of information supplied to Green Ports before awarding the order concerning condition and state of the object to be cleaned or assembled.
7. WARRANTY, NOTICE OF DEFECTS, INSPECTION, AND NOTIFICATION OF DEFECTS OBLIGATION
- The customer must without undue delay and as far as this is pertinent within the scope of the ordinary course of business check whether the delivery/ services are of the contractually agreed quality and suitable for the intended purpose. Should the customer discover deficiencies, he or she has to notify Green Ports of these in writing without delay. The timely dispatch of the notification is enough to preserve the rights of the customer.
If such a deficiency is detected later, the notification must be carried out immediately after the discovery.
If the customer fails to notify Green Ports accordingly, the delivery/ services are to be deemed accepted, unless the deficiency is a defect that was not visible during the inspection or Green Ports fraudulently concealed this defect.
- If the customer provides material or specifies specific material, the Green Ports guaranty refers only to the proper handling and processing of such materials.
- In exclusion of all further claims of the customer, in case of timely notified deficiencies of the provided items and services Green Ports, by its choice, has to remedy these or subsequently deliver defect-free items/services (subsequent fulfillment/rework). If the subsequent fulfillment/rework fails, the customer in accordance with the statutory provisions can reduce the remuneration (reduction) or, if not a building performance is subject to the liability for defects, at his or her discretion withdraw from the contract. In case of only a minor breach of contract, especially minor deficiencies, the customer, however, has no right of withdrawal.
- The provisions of § 282 and § 283 BGB shall remain unaffected.
- The statutory warranty periods apply, unless the “VOB/B” (German Standard Building Con- tract Terms) have been agreed. In this case, the conditions of VOB/B apply as a whole.
- A limitation period of one year from the transfer of risk applies. This does not apply where the law specifies longer periods according to §§ 438 para. 1 no. 2 (Buildings and Materials for Buildings), §§ 478, 479 (Supplier Recourse) and §§ 634 a para. 1 no. 2 BGB (Construction Defects) as well as in cases of injury to life, body or health, for an intentional or grossly negligent breach of duty by Green Ports, and in case of the fraudulent concealment of a defect.
- The warranty period starts at acceptance of the products or services provided, but no later than the commencement of use. If an acceptance cannot be considered, the warranty period begins with the full product and service fulfillment.
- The transfer of warranty claims against Green Ports to third parties requires our written con- sent.
- Green Ports is liable to the full extent for breaches of duty, unauthorized actions/tort concern- ing damages from injury to life, body or health, caused by Green Ports or one of its vicarious agents, committed against the customer intentionally or through gross negligence. This also applies to mandatory liability under the Product Liability Law (“Produkthaftungsgesetz”).
- In case of other damages, liability does not apply to minor negligent actions, unless it involves a breach of an essential contractual obligation.
- The customer is liable for all damages incurred to Green Ports due to an incorrect declaration of the provided materials as well as for the loss or damage to the items provided to him by Green Ports. The customer is also liable if information on the nature and condition of the cleaning or assembly items communicated to Green Ports prior to placing the order, which later prove to be inaccurate or incomplete, or if the customer has provided Green Ports with material or has specified specific material, insofar as this was not suitable for handling or processing.
- Liability due to mandatory statutory provisions remains unaffected.
- Our prices do not include the respective added value tax unless the products and services are not subject to sales tax. The prices are valid only for the agreed scope of products and services as well as delivery.
- Unless contractually specified otherwise, cargo and transport costs as well as other expenses are invoiced separately, for example, analyses, processing fees, cleaning of equipment after completion of the work, cleaning and disposal of containers, delay times. If these products and services will be provided by subcontractors of Green Ports, Green Ports receives an administration expenses fee from the customer amounting to 15% of the respective total invoice amount
- Invoices from Green Ports are due immediately net cash, payable in EURO without deductions. If Green Ports has provided work for more than two weeks, Green Ports is entitled to advance payments according to the appropriate product and service scope and extent.
- Green Ports is entitled to deliver only after advance payment or a security deposit has been received.
- The customer can only assert a right of retention or offset claims of Green Ports if the counterclaim is undisputed or legally ascertained.
- The transfer of the rights of Green Ports to third parties requires our written consent.
11. DATA STORAGE/PROTECTIONInsofar as necessary, Green Ports may store data of the customer or use said data for disposal/recycling documentation procedures or for the disposal/recycling process, e.g., offers, analyses, disposal concepts, contracts and contract drafts.
12. CONCLUDING PROVISIONS
- Hamburg, Germany, is the place of jurisdiction for disputes between Green Ports and the customer. Green Ports, by its choice, is also entitled to file a complaint in the court that is responsible for the head office or a subsidiary or branch of the customer.
- The law of the Federal Republic of Germany applies.
- This translation is provided for the convenience of the customer. In the event of any discrepancy between the German original and the English translation, the provisions of the German original will prevail.