Michael Meyer GmbH, Hamburg
(HRB Nr. 33133 des AG Hamburg)
STORAGE TERMS AND CONDITIONS
- Status: July 2015 -
Please note! The ADSp [German Forwarders' Standard Terms and Conditions]
shall apply exclusively to freight forwarding!
1. Scope of application
1.1 The following terms and conditions apply to the warehousing of containers and any other items and goods (hereinafter collectively named "storage goods").
These terms and conditions apply to all services provided by Michael Meyer GmbH in the scope of warehousing including all secondary services even if these services are not provided by Michael Meyer GmbH at its own storage facilities, but instead at third-party storage facilities, on the quay, on transport means, etc. Statutory provisions shall apply where applicable.
The customer's General Terms and Conditions shall not apply. This rule of exclusion shall be in effect also if Michael Meyer GmbH fails to explicitly object to such GTCs in each individual case.
1.2 If Michael Meyer GmbH provides services as forwarder, the ADSp in the respectively valid version as well as the liability limitations defined therein shall apply exclusively to these services.
2. Contract conclusion and modifications
2.1 Michael Meyer GmbH quotations are subject to confirmation unless provided otherwise in such quotation.
2.2 Orders shall be binding upon Michael Meyer GmbH only if and to the extent Michael Meyer GmbH has issued an order confirmation.
2.3 Any modifications of and amendments to contracts must be in writing to be legally effective. In particular, Michael Meyer GmbH staff members and representatives are not authorized to arrive at any verbal agreements on modifications to contracts. Such side agreements, promises or covenants shall be binding upon Michael Meyer GmbH only if the order confirmation has been accordingly amended in writing.
2.4 Statements on and particulars of design and suitability of our storage facilities, in particular as relates to suitability for a specific product and a particular purpose are non-committal unless they are explicitly defined as an integral part of the contract.
3.1 The quoted prices are net prices. Unless agreed upon differently in writing, the quoted prices do not include the value-added tax applicable at the day warehousing begins.
3.2 In the event of any new orders (also including follow-up orders), Michael Meyer GmbH shall not be bound to prior prices.
4. Providing services
4.1 Michael Meyer GmbH may elect to provide the contractual services itself or to have these provided by third parties.
4.2 To the extent Michael Meyer GmbH commissions third parties with fulfillment of the contractual obligations, Michael Meyer GmbH shall not be obliged to supervise external personnel while performing such activities or to have these supervised.
5. Registering storage goods
5.1 The customer will register the storage goods in writing.
5.2 In such written registration, the storage goods will be specified in sufficient detail to assure proper handling and storage. The customer will enclose to the specifications all instructions for proper handling and storage of the storage goods. Michael Meyer GmbH is under no obligation to verify the specification details. In the event of any missing information, the customer will bear any additional costs incurred.
6. Admission to storage
6.1 The customer will deliver the storage goods in accordance with contractual agreements to the specified site and at the specified time unless explicit contractual agreement was made that Michael Meyer GmbH will collect the storage items.
6.2 Michael Meyer GmbH is at liberty to decide if the storage goods will be stored at its own storage facilities or at external facilities.
6.3 If goods to be stored owing to their characteristics – irrespective of which type and nature – might pose a risk to the storage facilities or other stored goods, the customer is required in due time to make written notification of such characteristics to Michael Meyer GmbH when registering the storage goods; such notification will encompass accurate description of the hazards and the measures to be taken. Michael Meyer GmbH is under no obligation to store goods which might pose a risk to the storage facilities or other stored goods. Michael Meyer GmbH is authorized to store such goods in separate storages or – where applicable – out of doors.
The customer is under obligation to provide Michael Meyer GmbH with instructions for proper storage of storage goods.
The customer is also under obligation to pack and label the storage goods in a manner assuring that the storage goods pose no risk to the storage facilities or other stored goods.
If the customer acts in violation of the aforestated obligations, he shall be liable for the consequential damages incurred.
6.4 As part of the storage admission process, Michael Meyer GmbH will make a note of visible damages to storage goods and packaging. Michael Meyer GmbH is under no obligation to inspect the storage goods.
6.5 Michael Meyer GmbH may issue a warehouse certificate certifying storage in accordance with §475c HGB, but is under no obligation to issue such certificate.
7.1 Michael Meyer GmbH is authorized to relocate the goods to a different site. Michael Meyer GmbH will notify the customer of this and the exact location of the new storage facility.
7.2 Michael Meyer GmbH is responsible for supervision and controls of the storage goods as is customary in this industry. Michael Meyer GmbH is not under any obligation to provide any additional supervision and/or control.
7.3 Michael Meyer GmbH is under no obligation to insure the storage goods for own or third-party account.
7.4 Michael Meyer GmbH will not open the packaging of the storage goods without specific and explicit instructions by the customer. However, Michael Meyer GmbH is authorized to open the storage goods for significant cause. Such significant cause shall be considered present if there is reasonable cause to assume that the contents of the storage goods have not been correctly stated.
7.5 Michael Meyer GmbH is under no obligation to preserve or improve the packaging of the storage goods. However, Michael Meyer GmbH is authorized to have such work performed at the customer's expense if otherwise the storage goods or other goods might be lost or damaged and/or deterioration of the storage facilities must be anticipated.
7.6 Michael Meyer GmbH is authorized – but without particular order under no obligation – to weigh and/or measure the storage goods. If the weight and/or size of the storage goods exceed the particulars stated in the registration, the customer will pay the additional charges.
7.7 Only the customer and persons authorized by customer will be provided with information on the storage goods and only these persons may enter the storage site during regular office hours at their own risk and accompanied by a Michael Meyer GmbH staff member.
If in the course of such inspection any changes are made to or with the storage goods, such storage good will then again be given over to Michael Meyer GmbH in accordance with item 6. If there is no such renewed admission, Michael Meyer GmbH shall not be liable for any damages later detected at the storage goods.
7.8 Michael Meyer GmbH has domiciliary rights at the storage facility. The customer and his staff will act in accordance with all storage-related instructions given by Michael Meyer GmbH staff.
8. Taking out of storage
8.1 Storage goods will be taken out of storage as contractually agreed or following particular prior agreement between Michael Meyer GmbH and the customer. Only the customer and persons properly authorized in writing by the customer are entitled to take over the storage goods.
8.2 The customer is obligated to inspect the storage goods for completeness and any damages immediately after taking out of storage and will immediately notify Michael Meyer GmbH in writing about any such issues. If no such notification is made, Michael Meyer GmbH shall not be liable for any visible damages.
9. Payment, right of lien and right of retention
9.1 Michael Meyer GmbH is entitled to the agreed remuneration in accordance with local standards. If Michael Meyer GmbH provides services extending over and beyond the original warehouse contract, these may be separately invoiced.
9.2 Unless agreed upon differently, Michael Meyer GmbH invoices are due for immediate payment without any deductions.
9.3 Irrespective of any customer provisions to any different effect, Michael Meyer GmbH is authorized to first offset customer payments against older accounts receivable. If Michael Meyer GmbH exercises such right to deviating offsetting option, Michael Meyer GmbH will notify the customer to that effect. If costs and interest have already been incurred, Michael Meyer GmbH is authorized to first offset these payments against the costs, then the interest and finally to the principal obligation.
9.4 Statutory regulations apply to the amount of interest for delay.
9.5 If the customer fails to comply with his contractual payment obligations for reasons within his scope of responsibility or if he discontinues payments, Michael Meyer GmbH is authorized to render all residual debts due for payment.
9.6 Michael Meyer GmbH as regards all claims against the customer due and not due is entitled to a right of lien and right of retention to the storage goods as long as it is in Michael Meyer GmbH's power of disposition. Michael Meyer GmbH is authorized to refuse delivery of the storage goods – or parts thereof – as long as Michael Meyer GmbH has receivables outstanding from the customer.
If a warehouse certificate has been issued and the claim for surrender was assigned by the customer to a third person, the right of lien and right of retention towards the third party is in effect only for those accounts receivable which are in context with the assigned storage items or are directly due to Michael Meyer GmbH from the third party.
9.7 The customer is entitled to offsetting and retention rights only if his claims have been legally recognized or have been acknowledged in writing by Michael Meyer GmbH. The customer is entitled to right of retention only if his counterclaim is based upon the same contractual relationship.
9.8 Michael Meyer GmbH is under no obligation to accept bills of exchange or checks. If we do accept these, this will be done only subject to discounting options against reimbursement of all expenses and bank confirmation for processing unless the check is immediately guaranteed. Michael Meyer GmbH is also under no obligation to present bills of exchange or checks in due time or to file protests.
10. Contract duration, contract termination
10.1 The contract duration is specified in the warehouse contract.
10.2 If the warehouse contract was concluded for an indefinite period of time, it may be terminated by either party with a notification period of one month. The right to immediate termination for significant cause shall remain unaffected.
10.4 Any termination must be made in writing to be legally effective.
10.5 At the time the warehouse contract expires, the customer is obligated to collect the storage items and to vacate the storage facility.
If the customer is in arrears with vacating the storage facility, Michael Meyer GmbH is entitled to remove the storage items from the storage facility at the customer's cost and risk and to store them elsewhere, if applicable.
If the customer fails to vacate the storage facility also after an appropriate grace period set by Michael Meyer GmbH has expired, Michael Meyer GmbH at its own discretion shall be authorized to open the storage items, to have them disposed of at the customer's expense and to use them otherwise, if applicable.
11.1 Michael Meyer GmbH shall be liable for intentional or grossly negligent conduct of its company organs, legal representatives, employees or persons employed in performing an obligation.
11.2 Any claims to compensation for damages – irrespective of their legal basis – owing to slightly negligent violation of non-essential contractual obligations by Michael Meyer GmbH's company organs, legal representatives, employees or persons employed in performing an obligation are excluded.
11.3 In the event of any slightly negligent violation of essential contractual obligations by Michael Meyer GmbH's company organs, legal representatives, employees or persons employed in performing an obligation, Michael Meyer GmbH under any legal aspect shall be liable only for foreseeable damages typical for this type of contract and not for remote consequential damages.
11.4 The customer is not entitled to any further contractual or extra-contractual claims.
11.5 Liability for damages from intentional conduct, culpable injury to life, body or health as well as liability under the Product Liability Act and liability from other guarantees shall not be affected by the aforestated regulations.
11.6 The customer shall be liable to Michael Meyer GmbH for all damages arising from failure to act in compliance with the duty to collaborate.
12. Limitation of liability
12.1 Michael Meyer GmbH liability for loss of or damages to storage goods is limited to
a) € 5 for each kilogramm gross weight of consignment,
b) maximum € 5,000 per damage event; if the customer's claim is based upon the difference between the nominal and actual storage inventory, the liability amount is limited to € 25,000, irrespective of the number of events causing the inventory discrepancy. In both cases lit. a) shall remain unaffected.
12.2 If only single packages or parts of the consignment were damaged or lost, maximum liability is calculated on the basis of the gross weight
a) of the entire consignment if the entire consignment is rendered valueless,
b) of the valueless part of the consignment if only a share of the consignment is rendered valueless.
12.3 Michael Meyer GmbH liability for other damages than damages to goods with the exception of personal injury and damage to goods that are not subject of the warehousing contract is restricted to € 5,000 per damage event.
12.4 Michael Meyer GmbH liability in any case and irrespective of the number of claims asserted from one damage event is restricted to € 2 million per damage event; if there are multiple claimants, Michael Meyer GmbH will be liable in proportion to their claims.
13. Limitation period
All customer claims against Michael Meyer GmbH – irrespective of their legal basis – will become time-barred after one year. In the event of intentional conduct by Michael Meyer GmbH and/or its employees and persons employed by Michael Meyer GmbH in performing a contractual obligation, the limitation period shall be three years.
14. Final clauses
14.1 Hamburg shall be place of jurisdiction. For any claims against Michael Meyer GmbH, this shall apply exclusively. However, Michael Meyer GmbH is entitled to bring legal action against the customer at a court competent at his registered office.
14.2 German law applies to the exclusion of the conflict of laws rules of international private law.
14.3 The specified storage site shall be the place of fulfillment for all obligations arising from the warehouse contract. If such storage site has not been defined, Hamburg shall be the place of fulfillment for all obligations arising from the warehouse contract.
14.4 If a clause in these regulations is or becomes ineffective, this will not affect the validity of the remaining clauses. The ineffective clause will be replaced by an effective clause coming closest in legal and business terms to what the ineffective clause had intended.