Terms and Conditions

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 parties.
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 with end-users.

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. Confidentiality

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 document these.

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 grave events.

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., bank guarantee).

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.

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