1. Areas of application
1.1 Principal is that party that instructs its contracting partner with the provision of logistics services for itself or third
1.2 Service provider is that party that has been instructed to
provide logistics services.
1.3 If the ADSp have been agreed, the logistics terms shall have
precedence if individual clauses contradict each other or
if there is a doubt about which terms and conditions a
situation is subject to.
1.4 The logistics terms and conditions do not apply to contracts
2. Electronic data exchange
2.1 Each party has the right to create, transmit and exchange statements and notices electronically (electronic data exchange), for as long as the transmitting party can be identified. The transmitting party is responsible for loss and correctness of the transmitted data.
2.2 If the communication between two data processing systems
requires the provision of a common IT-interface by the logistics provider the costs incurred for the necessary work shall be borne by the principal. Furthermore, each party is obliged
to take the usual security and monitoring measures and to
protect the electronic data exchange against unauthorised
access by third parties and to prevent the manipulation, loss
or destruction of electronically transmitted data.
2.3 Each party shall appoint one or more contact persons for the receipt of information, statements and questions regarding
the contract and communicate their names and contact
addresses to the other party. If a party should not appoint a
contact person, the person who signed the contract for that
party shall be considered the contact person.
2.4 Electronically or digitally created documents shall be considered equal to written documents.
3.1 Each party is obliged to treat any data and information not publicly accessible as confidential and to use these exclusively for the purpose intended. Only data and information
needed by third parties (insurers, sub-contractors) for the
execution of their duties may be passed on to them. The
same rules of the confidentiality of electronic data and
information shall apply.
3.2 The confidentiality rule does not apply to data and information that must be passed on to third parties, especially public authorities, due to legal obligations. The other party is to be informed about such obligation without delay.
4. Duties of the principal, protection of intellectual property
4.1 The principal is obliged, especially if as “system leader“ he determines the procedure for which the service provider has
been engaged, to provide the necessary items, information
and authorisations required for the performance of the
logistics services and give appropriate assistance.
These provisions and the participation must be carried out
completely and on time. This includes also all information
required for an optimal planning of capacities.
4.2 The documents provided under section 4.1 remain the
intellectual property of the principal. A right to seizure or
retention may not be exercised by the service provider.
5. Duties of the service provider
5.1 The service provider is obliged to provide his services in accordance with the instructions of the principal of section 4. He is entitled, but not obliged, to monitor these.
5.2 The service provider who provides logistics services within
the operations of the principal or on his instructions within
the operations of a third party (e.g., shelf servicing) provides
such services in accordance with the instructions of and at
the risk of the principal.
5.3 The service provider is obliged to inform the principal without delay about any objections or irregularities occurring in the course of carrying out his contractual duties and to
6. Hindrances, force majeure
6.1 Hindrances beyond the control of a contracting party release the parties from their duty to perform for the duration and
extent of that hindrance.
Hindrances are: strikes, lock-outs, force majeure, civil commotion, war or terrorist acts, measures taken by public
authorities or any other unforeseeable, unavoidable and
6.2 In the case of exemption according to 6.1 each contracting
party is obliged to,
> immediately inform the other party and
> minimise, within reason, the effects on the other party as
much as possible.
7. Modifications of the contract
7.1 Agreements on prices and services always refer exclusively
to the specifically named services and to a generally steady
volume of goods and activities. They assume unchanged
requirements for data processing, quality agreements and
procedural instructions and unchanged energy- and personnel costs as well as public levies.
7.2 If the conditions described under 7.1 change, either party may
request new negotiations to modify the contract with effect
from the first day of that month which follows the month in
such request was made, unless the changes were already
known to the requesting party at the time of reaching the
agreement. The modifications of the contract must be based
on the identifiable changes including the rationalisation
7.3 Should the contracting parties fail within one month after
the request for changes was made to agree on such changes,
can either party terminate the agreement by giving notice of
one month in the case of the contract being valid for one
year, or three months if the contract has a longer duration.
Such a termination may be declared only within one month
after the failure to change the contract.
8. Change of ownership
Should the contract or its execution lead to a change of
ownership according to § 613a BGB (German Civil Code) the
contracting parties agree to economic consequences with
particular consideration for the duration of the contract.
9. Settlement, retention
The right of settlement against existing payments due or
retention arising from a contract for logistics services according to 1.1 and other demands may only be exercised if
no reasoned objection has been made.
10. Right of seizure and retention, ownership
10.1 The service provider has a right of seizure and retention for
all payments due to him in connection with his activities for
the principal in accordance with section 1.1 for any goods
and other values in his possession. This right of seizure and
retention does not go beyond the legislation concerning
seizure and retention.
10.2 The service provider may exercise his right of seizure and
retention in connection with other contracts concluded with
the principal for logistics services in accordance with section
1.1 only if this is undisputed or if the economic situation of
the principal constitutes a threat to the payments to be
made to the service provider.
10.3 The principal is entitled to prevent the exercise of the right of
seizure if he offers the service provider suitable security (e.g.,
10.4 Section 4.2 remains unaffected.
10.5 In the case of the service provider in the course of his duties
according to section 1.1 also transferring ownership to the
principal, such ownership remains with the service provider
until full payment has been made.