General Terms and Conditions
Preamble:
Purpose of these GTC’s are agreements about the coordination of joint activities of the involved parties and the establishment of their mutual rights and obligations. CSG aims to best promote the economic interests of the network partner and the marketing of the purchasing cooperative formed by CSG. CSG negotiates and implements framework agreements with shipping companies and service providers in the logistics sector. CSG combines business processes and sales activities of its network partners and provides in turn the negotiated conditions with the respective network partner. The aim of the cooperation is to achieve the optimum conditions for container transport from Far East to the main European ports and thus improve the competitiveness of each network partner.
1 – Scope
1.1 These terms and conditions apply for all transactions and business dealings between Corporate Service GmbH (hereafter “CSG”) its clients and service providers. These terms and conditions shall not apply to contracts with consumers.
1.2 If CSG’s contracting parties have GTC’s of their own, then their use and validity is expressly excluded.
2 – Definitions
2.1 The client or network partner is the party that entrusts CSG with the implementation of services.
2.2 CSG is the party that is responsible for the implementation of services by the client.
2.3 The service provider is the party that is responsible under a framework contract with or nominated by CSG with the operation of services of any kind.
2.4 Booking Agent is the party that is responsible for the booking of services for the client.
3 – Performance content
3.1 The network partner authorizes and empowers CSG to select best service providers in its reasonable discretion.
3.2 CSG can exchange the service provider in compliance with existing contractual obligations, in its reasonable discretion.
3.3 CSG provides the terms negotiated by their framework agreements with various service providers in the logistics industry. In addition to the pure negotiation, mediation, organizational and advisory services, in connection with the coordination, preparation and optimization of the assignment of transports & supply chains, CSG acts as a “representative” for the network partner to order volume in the name and on behalf of the network partners it represents in relation to the services in the negotiations. The network partners award their later assignments independently to the proceedings of CSG and agreed terms.
4 – Commitment of CSG
4.1 The service providers and booking agents are carefully selected by CSG. The network partner directs its transport requests directly to the nominated CSG service provider. The contract of carriage is concluded between the network partner and the turned-on service provider, using the negotiated by CSG conditions.
4.2 The -negotiated by CSG- conditions are valid until notification of new conditions, but end with the specified scope. CSG strives to inform the client about eventual short-term changes in conditions. Due to the usual fluctuations in the market, clients can not derive any rights from a failure to inform a change in conditions by CSG.
4.3 As far as the network partner adresses transport-related complaints not only directly to the service provider, but also informes CSG about it, CSG will take on corresponding request of the network partner on behalf of the network partner with the affected service to restore the satisfaction of the network partner with the service provider. If this does not succeed, this will not result in claims – of whatever kind – of the network partner against CSG. Freight contract obligations and rights arise solely from the relationship between the service provider and the network partners.
5 – Commitment of the Client
5.1 The network partner shall inform CSG of its planned container volumes for the entire contract period. Furthermore, CSG needs information about any seasonal patterns of shipments, as well as departure and destination places (Ports of Loading / Ports of Discharge).
6 – Order Processing
6.1 The network partner, receives the net conditions achieved by CSG. The network partner directs its transport requests directly to the nominated CSG service provider. The contract of carriage is concluded between the network partner and the turned-on service provider, using the negotiated by CSG conditions and in compliance with the agreed procedure.
7 – Payment Terms
7.1 CSG reserves the right to hold back shipment(s) until safe receipt by CSG of payment(s) in full; the network partner confirms explicit agreement to this by placing a booking with the nominated booking agent.
7.2 CSG is not liable for any delays whatsoever, including those caused by strike action, customs block, non-availability of space, rail or truck delays, flooding, acts of God, etc.
7.3 Terms of payment: net, 7 days after date of invoice, or according to special agreement.
7.4 Invoices will contain a disbursement fee, which can be deducted if payment is arranged within invoice due date.
7.5 All invoices are given in Euro. CSG will use Interbank rate (+/- 2%) of the invoice date as rate of exchange published on www.oanda.com.
8 – Liability
8.1 Since the contract for the procurement of transportation of containers is solely between the network partners and the respective service provider, CSG is not liable for any damages arising in connection with the settlement of such a contract. Such claims must be sent to the service provider under contract. CSG does not conclude transport insurance or other insurance. CSG is only broker in prices rather than a carrier. CSG is not liable for the consequences of any kind of damage, including damage to goods, financial losses and financial losses arising from any delays, strikes, floods, acts of God, etc.
9 – Confidentiality
9.1 If as yet no separate confidentiality agreement between the network partners, service providers and booking agents and CSG was drawn, the following shall apply:
The parties are committed keep all information strictly confidential. This obligation is also in place between the other network partners, service providers and booking agents of the CSG network. Also, all exchanged or not exchanged documents are subject to confidentiality, unless that information or documents
- are or become common knowledge without breaking this contract or
- the receiving party by a third party without breach of a duty of confidentiality be published or
- of which the receiving party can prove to have these possessed before the entry into force of this agreement.
9.2 In case of violations of this confidentiality agreement, CSG is entitled to levy a contractual penalty in the amount of at least € 50,000 against the guilty party for each violation. The appeal to a continued relationship is excluded. The right to claim higher damages is reserved by CSG. On such damage the payable contractual penalty is to be expected.
9.3 Data and information may only be forwarded to third parties who need to fulfill contractual obligations. After termination of the contract this confidentiality agreement is valid for another two years.
10 – Electronic Data Interchange
10.1 Each party shall be entitled to create statements and communications by electronic means to transmit and exchange data (electronic data interchange), provided that the transmitting party is identified and no other form is prescribed in these conditions. The data-providing party shall bear the risk of loss and the accuracy of the data transmitted.
10.2 Each party shall be obliged to carry out the usual security and control measures to protect the electronic exchange of data against access by third parties and the change, the loss, fraud or destruction of electronically transmitted data.
10.3 To receive information, statements and requests for contract implementation each party shall designate one or more contact persons and shares the names and contact details of the other party. In case no contract has been concluded, the person that made first contact is to be considered as the contact person who would have signed the contract for the party.
10.4 All electronically transferred or digitally created documents should be treated as written documents immediately.
11 – Customer Protection
11.1 Customer protection is automatically agreed between the service providers and for the network partners of CSG in connection with the relevant services carried out.
11.2 The service provider shall be prohibited during the contract period, the active contact with clients and their advisors for the purpose of an immediate conclusion of the contract with them, unless it is the express written consent of CSG ago.
11.3 Any breach of the provisions of this clause requires the service provider to pay appropriate compensation, the amount of which is determined in case of dispute by the district court of jurisdiction at its discretion.
12 – Duration of Contract
12.1 The contract runs for an indefinite time, unless otherwise agreed during negotiations. Notice of cancellation of the contract must be in writing. Timeframe for cancellation as agreed during negotiations.
12.2 In case of unforeseen incidents that are not caused by fault of CSG this does not automatically lead to a right of termination of this agreement by the network partner.
13 – Severability
13.1 Should any one or more provisions of this contract be ore become invalid, the validity of the remaining provisions will not be affected. The parties shall replace the invalid provision by a valid provision that comes close to the economically and legally originally will as far as possible. Should the agreement contain a loophole, the parties will close this gap by an agreement that they would have taken if they had decided on the existence of the gap before the purchase.
13.2 The contract is subject to German law excluding the UN – purchasing law (CISG).
14 – Applicable law and jurisdiction
14.1 This contract is subject to German law. The exclusive place of jurisdiction for both parties is Dusseldorf.
15 – Miscellaneous
15.1 Any changes or additions to the contract must be made in writing. This also applies to the change of the written form requirement itself. E-mails do not suffice in writing.
15.2. These terms and conditions include all agreements between the parties. Further specifications are made in writing, but not verbally.
Valid as of 01.12.2018 until further revision