General Terms and Conditions DRB Operations GmbH
§1 Scope of application, conclusion of the contract
1.1 All services of DRB Operations GmbH are based exclusively on the following terms and conditions, irrespective of the type of contract or the type of legal relationship. These also apply to all future business relationships with the contractual partner, even if they are not expressly agreed or made known again for each subsequent contractual relationship.
1.2 Any terms and conditions of business of the client or other contractual partners to the contrary shall only apply if expressly agreed in writing between the parties. This shall also apply if contract acceptances or counter-confirmations of the contractual partner are made with reference to its own terms and conditions. Such clauses are hereby expressly contradicted. An explicit objection by DRB Operations GmbH upon receipt of contract acceptances or counter-confirmations with reference to third party terms and conditions is not required.
1.3 Deviations from these terms and conditions and additional agreements must be made in writing or confirmed in writing by DRB Operations GmbH in order to be valid.
1.4 Offers by DRB Operations GmbH are considered non-binding until the customer declares acceptance of the offer in writing. The order by the customer is the binding acceptance of the contract offer of DRB Operations GmbH. The acceptance of the offers has to take place in each case immediately, at the latest, however, within the period specified in the offer. After expiration of this period and/or delayed reaction by the customer DRB Operations GmbH is no longer bound to the conditions valid in the offer.
§2 Obligations of the customer / Acceptance / Delivery / Inspection / Suppliers
2.1 DRB Operations GmbH advises the contract partner in questions of entrepreneurial risk and safety management. The exact content of the consulting services to be provided will be mutually agreed upon by the parties, e.g. in a first consulting meeting. The remuneration for the first consulting meeting is included in the consulting fee.
2.2 In addition, DRB Operations GmbH sells and brokers merchandise, i.e. products and raw materials, to companies, wholesalers, intermediaries and producers as well as end customers. The products offered include e.g. (personal) protective equipment and/or raw materials for their production, taking into account the respective certifications and product specifications valid at the time of the order. DRB Operations GmbH also establishes contacts to suppliers and wholesalers for its customers and partners and offers as a separate service within the framework of a contractual relationship, among other things, the verification of these third parties with regard to e.g. validity, reliability and delivery behavior.
2.3 The subject matter of the contract is the respective contractually agreed activity or service and can be found in detail in the respective order between DRB Operations GmbH and the customer or contractual partner. The owed service can consist of the provision of the requested information, the delivery of goods or the establishment of business contacts. The services of DRB Operations GmbH are rendered as soon as the contractually owed determinations and/or information as well as, if applicable, the resulting recommendations have been received by the contractual partner or the goods have been delivered to the contractually agreed place.
2.4 In the case of the delivery of merchandise, acceptance by the contractual partner is required in each case. The following applies in principle: The goods are deemed to have been accepted if the contract partner does not demonstrably complain to DRB Operations GmbH directly upon acceptance and stating justified reasons. Furthermore, acceptance is deemed to have taken place as soon as the contractual partner uses, sells or changes the goods in a way that makes it impossible for DRB Operations GmbH to take back the goods. Legal regulations, for example according to the product liability law, remain unaffected by this regulation.
If the contract between the parties provides for a different acceptance, the effect of acceptance also occurs if the contractual partner has been requested by DRB Operations GmbH twice in vain and in a reasonable way to accept the goods. In this case the acceptance shall take effect at the end of the 3rd day after receipt of the second request.
2.5 In case of the contractually agreed provision of consulting services and the obtaining of information by DRB Operations GmbH, DRB Operations GmbH owes the careful selection of the consulted information sources and the conscientious and thorough examination and evaluation of the obtained information. The further use of the obtained information as well as, if applicable, the implementation of the recommendations made by DRB Operation GmbH is the sole responsibility of the contractual partner and is no longer the subject of the contractually owed consulting services.
2.6 The contractual partner undertakes to provide DRB Operation GmbH with all documents, data and other information required for the proper fulfillment of the contract in full and with correct content or to enable DRB Operation GmbH to take note of, evaluate and use these. Changes of data or information or other circumstances important for the fulfillment of the order that occur during the fulfillment of the order are to be communicated to DRB Operation GmbH in writing immediately after they become known.
2.7 The contractual partner undertakes to inform DRB Operation GmbH in writing to which address as well as to which receiving persons the examination results, goods or work results are to be handed over. Furthermore, it has to be stated in writing which means of transmission (telephone, telefax, letter post, messenger) or mode of dispatch has been chosen and which special precautions have to be taken as well as which degree of confidentiality has to be observed. Communication and dispatch by DRB Operation GmbH shall be at the risk of the recipient.
2.8 By signing the order confirmation the contracting party assures that his statements regarding the legitimate interest in the execution of the order correspond to the facts and that the order does not pursue any illegal, immoral or state-endangering goals.
§3 Confidentiality and secrecy
3.1 DRB Operation GmbH is obliged to treat all data and information designated as confidential by the contractual partner at all times in accordance with strict information security criteria and not to pass them on to third parties without the customer’s consent. DRB Operation GmbH also undertakes to comply with the DS-GVO and all relevant legal requirements. This applies to all business activities, internal and external processes as well as data exchanged, stored and processed in the context of order processing.
3.2 The contractual partner undertakes not to disclose to third parties the working techniques used by DRB Operation GmbH as well as information, findings, results of investigations or other contract-related data obtained by DRB Operation GmbH without prior written consent by DRB Operation GmbH. Possible violations of this obligation entitle DRB Operation GmbH to terminate the contract for good cause. The assertion of claims for damages remains unaffected.
§4 Liability and impediments to performance
4.1 DRB Operation GmbH is liable for damages caused by it or its vicarious agents intentionally or by gross negligence in accordance with the statutory provisions.
4.2 The liability for slight negligence is excluded as far as DRB Operation GmbH is not liable for damages resulting from injury to life, body and health or for damages resulting from the violation of essential contractual obligations due to legal provisions. In case of slightly negligent violation of essential contractual obligations DRB Operation GmbH is only liable up to the amount of the foreseeable damage typical for the contract. Even in the case of gross negligence, liability is limited to the amount of the foreseeable damage typical for the contract, unless a different amount of damage can be plausibly demonstrated when considering the individual case.
4.3 Obstacles occurring after the conclusion of the contract, on which DRB Operation GmbH has no influence, e.g. due to external imponderables not calculable at the time of the conclusion of the contract, force majeure or obstacles, the removal of which requires economically unjustifiable or unlawful actions or endangerment of employees of DRB Operation GmbH, release DRB Operation GmbH from the obligation to perform without substitution and justify a withdrawal from the contract without sanction.
4.4 The Seller shall be entitled to withdraw from the contract insofar as it does not receive the agreed delivery item through no fault of its own despite the prior conclusion of a corresponding purchase contract on its part while exercising due commercial diligence. The Seller shall inform the Buyer without undue delay of the non-timely availability of the delivery item and, if the Buyer wishes to rescind the contract for this reason, shall exercise the right of rescission without undue delay. The Buyer shall also have a right of withdrawal as a result of the Seller’s information. In the event of withdrawal – by whomsoever – the Seller shall immediately refund to the Buyer any deposit made for the purchase contract.
§5 Retention of Title / Payments
5.1 In case of delivery of goods, the delivered goods remain the property of DRB Operation GmbH until full payment of the purchase price. If the contractual partner is in default of payment or culpably fails to fulfill other essential contractual obligations, DRB Operation GmbH is entitled to withdraw from the contract and to demand the return of the goods subject to retention of title or, if applicable, to demand the assignment of the contractual partner’s claims for return against third parties.
5.2 The agreed terms of payment are issued in the offer, the order confirmation and/or the issued invoice and are binding for the contractual partner. Should different terms of payment be agreed between the contracting parties for operational reasons, these must be confirmed in writing by DRB Operations.
§6 Place of jurisdiction / Applicable law
The place of jurisdiction is the registered office of DRB Operation GmbH. German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
§7 Severability clause
If individual regulations of this contract should be completely or partly ineffective or void or become ineffective or void as a result of change of the legal situation or by supreme court jurisdiction or in other way completely or partly or void or if this contract shows gaps, the parties agree that the remaining regulations of this contract remain unaffected and valid. In this case, the contracting parties undertake, taking into account the principle of good faith, to agree on a valid provision in place of the invalid provision which comes as close as possible to the meaning and purpose of the invalid provision and which the parties would have agreed on at the time of conclusion of the contract if they had known or foreseen the invalidity or ineffectiveness. The same shall apply if this contract should contain a loophole.
Status: November 2021