General Terms and Conditions of Trade and Delivery of TSI Consumer Goods GmbH
1. Area of Application
The following General Terms and Conditions of Trade and Delivery (hereinafter referred to as General Terms) apply exclusively to the business relationships between TSI Consumer Goods GmbH (hereinafter referred to as TSI) and the customer, unless it has been specifically agreed otherwise in writing. TSI agrees with the Customer upon conclusion of the contract the applicability of these General Terms and Conditions also for subsequent orders within the framework of the agreed contract, even if no express agreement has been made in this respect. Business terms applied by the customer, which deviate from these General Terms, shall not be binding for TSI. All contrary purchase and business terms presented by the customer are hereby expressly rejected.
2. Conclusion of the contract
Offers from TSI are non-binding unless it is specifically stated otherwise. The contract shall come into force upon written confirmation of the order by TSI and at the latest at the time of delivery of the goods. The content of the contract shall be governed by TSI’s order confirmation unless the Customer expressly and immediately objects to it upon receipt. All information agreed upon verbally must be accompanied by written confirmation signed by TSI Management or a legally authorized officer of TSI.
3. Prices and Terms of Payment
All prices are understood to be net, plus the respectively valid statutory sales tax (VAT), unless it has been specifically agreed otherwise in writing. TSI payment terms are net cash without deductions and immediately payable upon delivery. The customer shall be considered to be defaulting in payment if he fails to settle the latter within 10 days of the due date and receipt of an invoice and at the latest 30 days after receipt of the delivery notwithstanding an early default in payment on the basis of legal provisions. Notwithstanding the customer’s provisions to the contrary, payments shall be calculated according to the oldest TSI account. Bills of exchange and cheques shall be accepted as payment in accordance with a separate agreement on account of performance for TSI and shall be free of costs and fees. The applicable payment or calculation date shall be the date of receipt of the payment by TSI or the date of the bank credit memo. The customer may only offset such counterclaims or exercise a right of retention against claims, which have been acknowledged by TSI, or have been confirmed by a court of law. If it becomes evident after the conclusion of contract that the claim for consideration of TSI is at risk due to the customer’s lacking ability to perform, TSI shall be entitled to predicate the delivery and performance on prepayment or the lodging of a security. If the prepayment or security is not settled within a reasonable time period determined by TSI, TSI shall be entitled to rescind the contract.
4. Delivery
Compliance with agreed delivery dates is subject to punctual self-supply. Non-delivery, delayed delivery, or damage resulting from force majeure or other unforeseen, extraordinary events not caused by TSI (e.g., war, strike, environmental disasters, pandemics, lockout, etc.) shall not be the responsibility of TSI. In these cases, the delivery period shall be extended by the duration of such events, in addition to an appropriate lead time, but not more than 6 months. At the end of this period, both parties shall be entitled to terminate the contract. The same applies if one party is seriously disadvantaged as a result of the delay. Deliveries, including partial deliveries, are made at the expense and risk of the customer. Liability shall be transferred to the customer when the goods are issued for shipment. This is also applicable if a carriage free delivery has been decided upon in exceptional circumstances. If the goods are to be collected from the customer, liability shall be transferred to the customer with the delivery notification. Pallet exchanges and their dimensions must be arranged prior to delivery or pick-up. Otherwise, all pallets delivered will require a fee of Euro 23.00 each. TSI shall be entitled to make partial deliveries in an reasonable extent if the partial delivery is usable for the customer within the contractually intended purpose, the delivery of the remaining part of the ordered goods is ensured by TSI and the customer does not accrue any additional expenditure or additional costs thereby, unless TSI declares itself to be prepared to pay the amounts concerned. In the event of delivery delays caused by TSI, then the customer may specify in writing an appropriate grace period, which must amount to 4 weeks unless the setting of a deadline is not necessary according to the law or a grace period of 4 weeks cannot be expected of the customer. After the fruitless expiration of this grace period, the customer is entitled to withdraw from the contract or claim the appropriate damages instead of the service according to Paragraph 7 of these General Terms. If TSI does not have the right to defer damage claims, then the right to withdraw from the contract and the right to claim damages are excluded.
5. Retention of Ownership
Delivered products remain the sole property of TSI for as long as the total price is not fully paid. In case of the goods becoming parts of or being converted into products of third parties, TSI shall acquire co-ownership of
the new product in a percentage corresponding to the relation between the value of the delivered products and the new item (in case of doubt the customary value).The customer shall be entitled to sell the products being subject to retention of title within the ordinary course of business provided that he is not in arrears, the initiation of insolvency proceedings has not been requested in connection with his assets and he is not bound by an application for insolvency proceedings. Pledges, transfers by way of securities and the cessation of rights to use for third parties shall only be authorized to the customer subject to the prior written agreement of TSI. The customer assigns in advance to TSI any claims which may arise from the resale of the products to which TSI retains title, together with any incidental rights. If TSI only possesses a jointly owned share, the claims shall be assigned in proportion to the jointly owned share. TSI accepts the transfer. TSI revocably authorizes the customer to collect the assigned claims in his own name but for TSI. TSI is entitled to reclaim the reservation of goods without this being associated with withdrawal from the contract, in the event of non-contractual behavior on the part of the customer, in particular in the case of overdue payment. The customer is obliged, in the event of third party access to the products subject to retention of title, to refer specifically to the ownership of TSI and to inform TSI without delay and to provide all the information and documents required for intervention. The customer is responsible for the expenses, which result for the abolition of access, particularly due to the presentation of third party opposition complaints, insofar as they cannot be attained from the pursuing creditor.
6. Rights of the customer regarding defects of the delivered product
Rights based on defects are excluded if the customer does not immediately, but at the latest within 5 days, give written notice of recognizable defects after receipt of the goods. Not recognizable defects have to be announced immediately in writing after discovery. Acceptance receipts issued by the customer to the transportation representative concerning the scope of the delivery received are also for the benefit of but not at the expense of TSI. TSI reserves the right regarding material defects to produce a warranty by a complete or partial substitute delivery. The right to the withdrawal or reduction of the purchase price is only granted to the customer when a period set by the customer in writing has expired for the substitute delivery, which in principle must amount 4 weeks, unless a deadline is dispensable according to the law or an extension of 4 weeks cannot be expected of the customer. Claims for compensation can only be made according to Paragraph 7 of these General Terms. Claims of the customer due to material defects shall become statute-barred one year after delivery of the goods to the customer. Excluded from this are claims for defects by consumers as well as claims for damages due to injury to life, body or health and/or claims for damages due to grossly negligent or intentionally caused damage by TSI. In this respect, the statutory limitation periods shall apply. Recourse claims by the customer according to § 478 of the German Civil Code (BGB) remain untouched provided that no equal compensation is granted to the customer.
7. Limitation of Liability Clause
TSI shall be liable for breaches of duty based on a firm intention or gross negligence as well as in the event of the violation of an essential contractual obligation if this threatens the fulfillment of the contractual purpose (cardinal obligation) even as a result of simple negligence. An “Essential contractual obligation” is an obligation, whose fulfilment makes the proper execution of the contract possible to begin with and on the adherence to which the customer relies and may rely on a regular basis. Compensation claims are otherwise excluded. This limitation of liability shall not apply, if TSI has given a guarantee or has assumed the procurement risk for damages, which have to be rectified according to the product liability law as well as for damages relating to life, body or health. If TSI is liable on account of simple or gross negligence, the liability is limited to the damage whose occurrence TSI could typically expect due to the circumstances known upon conclusion of the contract. If TSI is liable on account of a simple negligence or on account of gross negligence on the part of employees or representatives who are not business managers or senior employees, TSI shall not be liable for indirect losses, secondary damages or lost profits. Insofar as the liability of TSI is excluded or restricted by these regulations this also applies to the personal liability of the employees or freelancers of TSI.
8. Applicable Law, Place of Performance, Jurisdiction
The law of the Federal Republic of Germany shall apply, excluding Private International Law and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is Hamburg, Germany for all obligations from the business affected on the basis of these General Terms.
9. Severability Clause
If individual regulations of these General Terms should be or become invalid in whole or in part, the validity of the remaining provisions should not be affected thereof.
General Terms and Conditions of Purchase of TSI Consumer Goods GmbH
Scope of Application and Conclusion of Contract
All legal relationships between the supplier and TSI Consumer Goods GmbH (hereinafter referred to as TSI) shall be governed exclusively by the following General Terms and Conditions of Purchase (hereinafter referred to as GTCP) of TSI. Any terms and conditions of the supplier that differ from or supplement these GTCP shall only apply if TSI has expressly accepted them. Neither silence nor acceptance of the service or payment thereof by TSI in the knowledge of deviating terms and conditions shall be deemed acceptance. These GTP also apply to all future contracts between the parties.
Future orders, which are to be understood as an offer by TSI, shall be deemed accepted by the supplier unless the supplier objects to them within three (3) business days of receipt of the order.
Delivery
Deliveries shall be made FCA at the agreed place of delivery in accordance with INCOTERMS 2020, unless otherwise specified, including packaging and preservation. Regardless of the INCOTERMS rule chosen, the supplier is in any case obliged to load and secure the goods on the means of transport in a manner that is safe for transport. This also applies if the parties have agreed on EX WORKS delivery.
The supplier is not entitled to make partial deliveries unless TSI has expressly agreed to a partial delivery in each individual case. Otherwise, TSI is entitled to reject the incomplete delivery. Other rights remain unaffected. The supplier must deliver goods stored in its warehouse according to the FIFO principle.
Delivery times, delivery delays
Agreed dates and deadlines are binding, unless otherwise specified. The supplier must notify TSI immediately in writing of any recognizable delay in its performance, stating the reasons and the expected duration of the delay. The supplier may only invoke causes of delay for which it is not responsible to exonerate itself if it has complied with its obligation to notify.
If the supplier is in default with the delivery, TSI shall be entitled to demand a contractual penalty from the supplier. This shall amount to 0.2% of the net purchase price of the goods delivered late for each working day of the delay, but in total no more than 5% of the net purchase price of the goods delivered late. If an unauthorized partial delivery has been made in which there is no interest without the delayed delivery, the reference value for calculating the contractual penalty shall be the total net purchase price instead of the net purchase price of the goods delivered late. The agreement of the contractual penalty or its assertion shall not affect TSI’s statutory claims for delay. Any contractual penalties paid shall be offset against claims for damages. TSI may reserve the right to assert the contractual penalty even after acceptance of the delayed goods until the invoice has been paid in full. In the case of advance payment, TSI may declare its reservation to assert the contractual penalty within two weeks of acceptance of the delayed goods.
Prices, terms of payment
The agreed prices are fixed prices. Unless otherwise agreed, payment shall be made within 14 days with a 3% discount or within 30 days without deduction. The period shall commence upon receipt of the performance owed by the supplier in accordance with the contract and a proper and verifiable invoice. In the case of acceptance of early deliveries, the period shall commence at the earliest on the agreed delivery date and upon receipt of a proper and verifiable invoice. The choice of payment method shall be at the discretion of TSI.
TSI shall be entitled to rights of set-off and retention to the full extent permitted by law.
Prohibition of assignment
Except in the context of extended retention of title, the supplier is not entitled to assign claims against TSI or to have them collected by third parties. The provision of § 354a HGB (German Commercial Code) remains unaffected by this.
Quality
The supplier undertakes to deliver the goods in the agreed quality.
Minimum requirements in the food sector
In addition to other legal and contractual obligations, the following minimum requirements must be met for all goods to be delivered by the supplier to TSI in the food sector:
The applicable food law regulations and, in particular, the principles of food hygiene must be strictly observed. The current version of the Food Hygiene Regulation (Regulation (EC) 852/2004) applies as a basis.
The composition and declaration of each product must comply with the applicable legal regulations, such as the German Food and Feed Code (LFGB), applicable (EC/EU) regulations, in particular the Food Information Regulation (Regulation (EU) No. 1169/2011), the respective implementing regulations, DIN/ISO standards, and other food law standards/recommendations in their current versions. Test methods in (EC/EU) regulations, in particular the Food Information Regulation (Regulation (EU) No. 1169/2011), the respective implementing regulations, DIN/ISO standards, and other food law standards/recommendations in their current versions. Test methods in accordance with § 64 LFGB must be used to determine analytical key figures. Allergens contained in the products must be declared properly and any possible cross-contamination must be communicated in full in advance. The legal basis for this is provided by the relevant current German and international regulations in their latest versions. In particular, the supplier also undertakes to ensure that the goods it supplies do not contain any genetically modified organisms (GMOs) in accordance with the Regulation on genetically modified food and feed (Regulation (EC) No. 1829/2003) and that GMOs are not used in the manufacturing process. This also applies to all raw materials used, including additives and flavorings. The supplier must take preventive protective measures to secure the production facility (food defense) against possible malicious manipulation (physical, chemical, or biological contamination, sabotage, espionage). The supplier is obliged to provide a certificate of analysis from an independent, accredited laboratory for each product upon initial delivery, confirming the marketability (marketability test) of the product for the German/European market. TSI has the right at any time to commission a laboratory in its own name and on behalf of the supplier. TSI will notify the supplier in advance of the commissioning of the laboratory.
The provisions of the Prepackaged Goods Regulation must be complied with within its scope of application.
Minimum quality requirements for near-food/non-food products
For all goods to be delivered by the supplier to TSI that are not covered by 6.1 – in particular (but not limited to) household chemicals, cosmetics, and consumer goods – the following minimum requirements apply in addition to other legal and contractual obligations:
All products must be safe, fit for purpose, and manufactured in accordance with recognized state-of-the-art technology, as well as comply with all applicable EU and national legislation in its current version, including in particular the Product Safety Act (ProdSG) and Regulation (EU) 2023/988 on general product safety. Required conformity or CE markings must be affixed properly.
Commodities and consumer goods that come into contact with food:
Materials and articles intended to come into contact with food must comply with Regulation (EC) No. 1935/2004, Regulation (EU) No. 10/2011, and Sections 30 et seq. of the German Food and Commodities Code (LFGB) and the Commodities Ordinance. Upon request, the supplier shall immediately provide a declaration of conformity in accordance with the legal requirements, including overall and specific migration tests and, if applicable, sensory test reports.
Cosmetics must comply with Regulation (EC) No. 1223/2009, including safety assessment and product safety report in accordance with Annex I, GMP-compliant manufacturing in accordance with ISO 22716, and proper pre-registration in the Cosmetic Product Notification Portal (CPNP). Labeling, ingredient lists, and shelf life information must be complete and permanently affixed in German or, if agreed with TSI, in English.
Household chemicals, cleaning agents, and fragrances
Chemical products are subject to Regulation (EC) No. 1272/2008 (CLP), Regulation (EC) No. 1907/2006 (REACH) and, in the case of detergents, Regulation (EC) No. 648/2004. The supplier shall provide a current, legally compliant safety data sheet and detergent data sheets in German or English and label mixtures in accordance with CLP, including child-resistant closures and tactile warnings, where necessary. Fragrance and perfume items must also comply with the applicable IFRA standards.
If the products supplied are classified as biocidal products within the meaning of Regulation (EU) No. 528/2012, the supplier must ensure that they contain only active substances that are permitted in Germany and that these are duly approved, registered, or marketable in Germany in accordance with transitional provisions. The supplier shall also ensure compliance with all labeling requirements in accordance with Article 69 of the Biocidal Products Regulation and refrain from making any unauthorized advertising claims in accordance with Article 72. Corresponding evidence of approval, effectiveness, registration, or transitional arrangements shall be provided to TSI in writing free of charge upon request.
The supplier shall provide TSI with all conformity, safety, and test documents as well as safety data sheets free of charge and without delay, and shall update these on its own responsibility in the event of any legal changes relevant to the product.
Warranty
If the delivery item is defective, TSI’s claims shall be governed by the statutory provisions, unless otherwise specified in the following provisions.
TSI shall only carry out a minimum inspection of incoming goods on the basis of the agreed product specifications, checking for externally visible damage and deviations in identity and quantity as indicated on the delivery note. TSI shall immediately report any defects found during this inspection. Otherwise, TSI shall report defects immediately as soon as they are discovered in the normal course of business. The supplier waives the objection of delayed notification of defects for non-visible defects which TSI reports immediately in the normal course of business.
TSI may carry out the subsequent performance itself at the supplier’s expense or have it carried out by third parties if the supplier fails to fulfill its obligation to subsequent performance within a reasonable period set by TSI, or if the subsequent performance has failed, or if there is a case of particular urgency. A case of particular urgency exists if, taking into account the circumstances of the individual case, it is not possible or reasonable for TSI to have the supplementary performance carried out by the supplier, in particular to prevent unusually high damage or to maintain TSI’s ability to deliver to its customers. TSI shall inform the supplier of such circumstances without delay, if possible.
The warranty period is 36 months from receipt of the delivery by TSI or from acceptance (if such acceptance is required by law or contract). The assertion of a warranty claim suspends the limitation period until the claim is rejected. The statutory provisions on the suspension and restart of the limitation period and the limitation provisions in the event of supplier recourse, according to which the limitation period for claims due to defects in the delivered goods begins at the earliest 2 months after the end customer’s claims have been satisfied, remain unaffected.
Product liability and insurance coverage
If claims are made against TSI by third parties due to product defects, the supplier shall indemnify TSI against any resulting liability insofar as the cause lies within its sphere of control and organization and it is liable in relation to third parties. If TSI is obliged to carry out a recall campaign vis-à-vis third parties due to a defective product supplied by the supplier, the supplier shall reimburse TSI for all expenses associated with the recall campaign.
In the event of a recall, TSI reserves the right to charge an administrative fee of up to EUR 500.00 per recall and EUR 50.00 per retail market supplied by the TSI customer. The supplier reserves the right to prove that TSI has incurred no or only significantly lower costs. The supplier is obliged to maintain adequate insurance cover for the duration of the supply relationship, in particular for the risks mentioned above. Proof of this must be provided by the supplier at the request of TSI.
Damage to reputation and return of goods
The supplier undertakes to refrain from any action that could damage the reputation or business of TSI and/or its customers.
The supplier undertakes to take back goods that are not marketable because – for example, based on information from authorities and/or media reports – there is suspicion of a defect, or for which there is a concrete risk that their continued sale would damage the good reputation of TSI and/or the customer, at its own expense, waiving the purchase price or against reimbursement of the purchase price already paid, provided that the suspected defect is substantiated by official warnings/orders or reliable laboratory findings and cannot be remedied within a reasonable period set by TSI.
Supplies
Materials, parts, containers, packaging, or similar items (supplies) provided by TSI remain the property of TSI. If supplies are processed, combined, or mixed, TSI shall receive co-ownership of the new product in proportion to the value of the supplies to the value of the total product. The supplier shall not be entitled to a right of retention for any reason whatsoever with regard to the materials provided, unless the counterclaims are undisputed or have been legally established. Materials provided may not be made accessible to third parties and may not be used for purposes other than those agreed upon.
Third-party rights
The supplier shall ensure that the delivery of the goods does not infringe any third-party rights, in particular property rights, distribution agreements, or intellectual property rights of any kind, such as patents, trademarks, utility models, designs, copyrights, etc. The supplier undertakes to indemnify TSI against all claims by third parties based on an infringement of property rights, unless the supplier can prove that it is not responsible for the infringement. Further claims and rights remain unaffected.
Confidentiality
The supplier shall treat the information provided to it by TSI as confidential, shall not make it available to third parties (including subcontractors and companies affiliated with the supplier) without the written consent of TSI, and shall not use it for purposes other than those specified by TSI. This obligation shall not apply to information that is publicly known, has been obtained from third parties without breach of confidentiality obligations, or must be disclosed due to legal provisions or official or court orders. In the latter case, disclosure shall be limited to the extent absolutely necessary and TSI shall be informed in advance.
TSI reserves ownership and all other rights (e.g., copyrights) to the information provided by TSI. In the event of a culpable breach of this obligation, a contractual penalty shall be payable immediately for each case of culpable infringement, the amount of which TSI may determine at its reasonable discretion, taking into account the severity of the breach and the expected consequences, but which shall be at least EUR 1,000. The supplier reserves the right to have the appropriateness of the contractual penalty reviewed by a court of law. Any contractual penalties paid shall be offset against claims for damages.
Miscellaneous
The place of performance for deliveries and services is the destination specified by TSI.
The contractual relationship shall be governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
If the supplier is based within the European Economic Area or Switzerland, the place of jurisdiction shall be Hamburg, provided that the supplier is a merchant, a legal entity under public law, or a special fund under public law; TSI shall remain entitled to sue the supplier at its general place of jurisdiction.
If the supplier is based outside the European Economic Area and Switzerland, the following shall apply in deviation from the above agreement on the place of jurisdiction:
All disputes arising from or in connection with this contract or its validity shall be finally settled in accordance with the Rules of Arbitration of the German Institution of Arbitration (DIS), excluding recourse to ordinary legal proceedings. The arbitral tribunal shall consist of a single arbitrator in the case of a dispute value of up to EUR 100,000 and otherwise of three arbitrators.
The place of arbitration shall be Hamburg. The language of the proceedings shall be English.
Should any provision of these GTC be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions.
General terms and conditions of transport
General terms and conditions of transport
All legal relationships between the contractor (“Contractor”) and TSI Consumer Goods GmbH (hereinafter referred to as TSI) are governed exclusively by the following General Terms and Conditions of Transport (hereinafter referred to as GTCT) of TSI and any contracts or framework agreements. The GTCT are accepted without reservations by the Contractor upon acceptance of the transport order. In the event of contradictions between the aforementioned documents, the provisions of the individual contract or framework agreement take precedence over these General Terms and Conditions of Transport. The German Freight Forwarders’ Standard Terms and Conditions (ADSp 2017) shall apply in addition to and subordinate to these GTCT, if and insofar as these GTCT do not contain any provisions on specific subject matters.
The Contractor’s terms and conditions and deviating agreements only apply if TSI has recognised them in writing. Neither silence, nor acceptance of the service or its payment by TSI shall be deemed to be acknowledgement. All agreements between the parties will be set out in full in text form upon conclusion of the contract. TSI employees are not authorised to make verbal agreements that deviate from the written contractual agreement.
Terms of payment / prohibition of assignment / freight prices and price validity
Unless otherwise agreed, payment shall be made within 30 days. The period begins upon receipt of the service owed by the Contractor in accordance with the contract and a proper and verifiable invoice. TSI is free to choose the means of payment.
The Contractor is not authorised to assign claims to which it is entitled against TSI or to have them collected by third parties. The provisions of Section 354a of the German Commercial Code (HGB) remain unaffected by this.
The prices, payment conditions and loading and unloading times agreed in advance for this transport are fixed when this order is placed and cannot be subsequently adjusted at TSI’s expense.
TSI shall be entitled to set-off and retention rights according to statutory law without restriction.
Claims in the event of non-fulfilment
If the Contractor refuses to accept the order despite a framework agreement to the contrary or if the Contractor does not fulfil its contractual obligations at the agreed time after accepting the order, TSI may carry out the performance itself or have it carried out by third parties if (i) a reasonable grace period has expired without result, (ii) the Contractor is unable or refuses to perform or (iii) there is a case of particular urgency. Particular urgency exists if it is impossible for TSI or if TSI, taking into account the circumstances of the individual case, in particular to prevent damage or to maintain TSI’s ability to deliver to its customers, is unable and cannot reasonably be expected to have the supplementary performance carried out by the Contractor. Any costs incurred as a result shall be borne by the Contractor. In the event of non-fulfilment, a lump sum of €50 will be charged for a cancellation within 24 hours and €150 for a cancellation from 24 hours after the order has been placed. The Contractor reserves the right to prove that TSI has incurred no or significantly less damage.
Other statutory claims and rights of TSI remain unaffected.
Contractor / Vehicle
The Contractor is obliged to secure and protect the goods entrusted to him while they are in its care. The Contractor shall also be subject to obligations not expressly regulated by law or by the following conditions, the breach of which jeopardises the proper performance of the contract, e.g. warning in the event of packaging that is not safe for transport or inadequate securing of the goods on the load carrier, insofar as this is recognisable to the Contractor.
The Contractor undertakes to ensure that
- the lorry used can transport the goods specified in the transport order without any problems. The vehicle must be able to be loaded and unloaded via a ramp with a ramp height of between 1.10 metres and 1.30 metres.
- the vehicle complies with the relevant laws, regulations, directives and customs, in particular those relating to foodstuffs, and is suitable for the transport of foodstuffs without restriction. This includes, in particular, all requirements of the IFS Logistics Standard (International Featured Standard) in its most current version.
- no foreign odours, such as the smell of fish, emanate from the vehicle.
- there is no mixed loading with goods that could have a negative impact on the TSI cargo.
- TSI’s approval is obtained before accepting the order if there is any doubt about the type and quantity of load securing equipment available.
- walls, floor and roof as well as doors, door seals and weather protection are in perfect technical condition and no moisture can enter the interior of the cargo space.
- the goods are transported frost-proof at all times.
- If the goods are labelled Frigo on the transport order, they are transported continuously and verifiably at a temperature between 10°C and 18°C by Frigo truck.
- the vehicle fulfils the requirements of Code XL in accordance with DIN EN 12642 and the Contractor will secure the load professionally in accordance with the VDI 2700 guidelines.
- the Contractor takes preventive protective measures to safeguard the goods (food defence) against possible wilful manipulation (physical, chemical or biological contamination, sabotage, espionage).
If the goods are damaged as a result of one of the aforementioned points, the Contractor shall be obliged to pay compensation in accordance with the statutory requirements and the following provisions.
Shipping documents
Unless otherwise agreed with TSI, delivery is made with accompanying documents provided by TSI. The Contractor receives accompanying documents from the loading point at the loading location. These documents, including the delivery note and CMR, may not be handed over by the Contractor at the unloading point, but may only be handed over to TSI. In the event when documents are handed over at the unloading point contrary to the contractual obligations, TSI reserves the right to charge the Contractor a contractual penalty of €100 for each case of culpable breach. Further claims for damages, against which the contractual penalty would have to be offset accordingly, remain unaffected. The delivery note for submission at the unloading point will be sent by TSI before loading to the Contractor, who must ensure to have the paper documents with it before unloading. The Contractor itself is responsible for carrying CMR documents.
The name of the driver, ID number and licence plate number of the truck and trailer are notified to TSI by the Contractor 24 hours before loading.
Loading
The goods shall be loaded onto the vehicle provided by the Contractor at the loading address specified in the transport order at the specified time. The loading point shall provide the goods to be loaded to the driver notified by the Contractor upon presentation of the transport order. The Contractor shall be responsible for loading and securing the goods. This includes both safe loading for operation and safe loading for transport. The Contractor shall provide the necessary load securing equipment and use it in accordance with the requirements of the goods to be loaded. The Contractor is obliged to check the loaded goods with regard to their quantity and obvious defects. Deviations must be reported to TSI immediately and noted in the accompanying documents. Even if employees at the loading point are involved in loading, this does not release the Contractor from its obligation to ensure both safe transport and safe loading. This obligation remains unaffected in any case.
Discharge
The unloading location and the unloading time are bindingly specified in the transport order. Unless otherwise agreed in individual cases, the Contractor shall unload the goods in accordance with the instructions of TSI or the consignee.
Liability
In the case of transport within Germany, the Contractor shall be liable in accordance with Section 425 (1) of the German Commercial Code (HGB) for all damage caused by loss of or damage to the goods in the period from acceptance for transport to delivery or by exceeding the delivery deadline. The compensation to be paid by the Contractor in the event of loss/damage to the goods shall be calculated in accordance with Section 429 HGB. Insofar as the Contractor’s liability is limited in accordance with Section 431 HGB, the Contractor shall be liable up to an amount of 40 special drawing rights per kg gross weight of the consignment. The limitations of liability do not apply in the cases of Section 435 HGB. TSI’s other statutory claims remain unaffected.
TSI’s liability as the client pursuant to Section 414 HGB due to defective packaging or labelling, due to incorrect or missing data, including on the shipping documents, due to missing information on dangerous goods or missing, incomplete or incorrect documents or data is limited to 8.33 special drawing rights per kg gross weight of the shipment concerned.
The principles of the CMR apply to international road transport.
Idle times
TSI only pays for idle times if the Contractor arrives punctually at the loading and unloading point within the specified time slot. In the event of downtimes despite demonstrably punctual arrival at the loading and unloading point, TSI shall pay a flat-rate demurrage charge of EUR 35 per completed hour, from the 5th hour of downtime.
If loading and unloading is not completed within the specified time slot, the Contractor must have its arrival time confirmed by the loading or unloading point on the delivery note as proof.
Pallet handling
TSI specifies the binding pallet handling procedure in the transport order. The statue of limitations for pallet debts between TSI and the contractor is 3 years.
If the “with pallet exchange” procedure has been specified, then standardised, exchangeable Euro pallets suitable for machine conveyance and high-bay storage (at least quality classification B according to the GS1 standard) are exchanged concurrently (Zug um Zug) at both the loading and unloading points in accordance with the UIC Codex 435-2 standard.
- If this is not possible at the loading point, the Contractor shall make up the shortfall by making subsequent deliveries of pallets or by paying the outstanding pallet balance within 30 days.
- If this is not possible at the unloading point, the Contractor shall obtain a pallet credit note and redeem it independently at the unloading point at a later date.
The Contractor must ensure that no defective pallets or pallets of below minimum quality are exchanged. Pallet exchange receipts must be sent to TSI immediately in digital form. TSI must be indemnified against any pallet debts.
If processing via “DPL voucher” is specified in the transport order, the following applies:
- The Contractor may not exchange pallets at the loading point. The Contractor must ensure that an original, accepted pallet exchange note is issued at the unloading point. The original DPL slip must be sent to TSI by mail in paper form without delay.
If processing via “DPL pool” is specified in the transport order, the following applies:
- The Contractor may not exchange pallets at the loading point. At the unloading point, the Contractor must ensure that exchangeable pallets are provided concurrently (Zug um Zug). The pallets must be taken by the Contractor to a pallet depot authorised by DPL (Deutsche Paletten Logistik) without undue delay and handed in against a receipt with reference to the TSI DPL customer number 48895-TK.
If pallets are not exchanged or if documents or DPL documents are submitted late, the Contractor will be invoiced 14 euros net per pallet which will be offset against the freight invoice. The Contractor reserves the right to withhold payment of the freight invoice until the corresponding pallet processing documents have been submitted.
SVS / RVS (transport insurance)
TSI is a SVS prohibition customer (SVS Verbotskunde). Insurance is provided by TSI itself.
Confidentiality
TSI reserves all rights (e.g. copyrights) to the documents provided by TSI. The Contractor shall treat the information provided to it by TSI confidentially, shall not make it accessible to third parties (including subcontractors and companies affiliated with the Contractor) without TSI’s written consent and shall not use it for purposes other than those specified by TSI. This does not apply to information (a) that is generally known, (b) that the Contractor has obtained from third parties without breaching confidentiality obligations or (c) the disclosure of which is required by law or official or court orders. In the event of a culpable breach of this obligation, a contractual penalty shall be due immediately for each case of infringement, the amount of which TSI may determine at its reasonable discretion, taking into account the severity of the breach and the expected consequences, but at least EUR 1,000. The Contractor may have the reasonableness of the amount reviewed by a court. Further claims for damages remain unaffected. Any contractual penalties paid shall be offset against claims for damages.
Miscellaneous
The place of fulfilment for deliveries and services is the destination specified by TSI.
The contractual relationship shall be governed by German law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction is Hamburg, but TSI is also entitled to sue the Contractor at another competent court if necessary. The above agreement on the place of jurisdiction applies as an additional agreement on the place of jurisdiction in the case of Art. 31 CMR.
Should any provision of these GTC be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions.