Convenience translation of the General Terms and Conditions (âGT&Câ) of Gerlach Zolldienste GmbH, KeniastraĂe 12, D-47269 Duisburg (âGerlachâ) for the Use of the Gerlach Platform (âPlatformâ)
Preamble
This documents is a convenience translation of the GT&C. As outlined in section III(3), the contracting language is German. In the event of any conflict or inaccuracy between the German version and the English convenience translation of the GT&C, the German version shall prevail.
§ 1 Parties to the agreement
The parties to the agreement for the use of the platform and the Customs Services offered via the platform are Gerlach and the customer (âCustomerâ), being an entrepreneur within the meaning of section 14 of the German Civil Code (BĂźrgerliches Gesetzbuch â BGB). An entrepreneur within the meaning of section 14 (1) BGB means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. Gerlach and the Customer are also jointly called âthe Partiesâ.
§ 2 Subject matter of the contract
1) Gerlach provides the use of the Platform for the Customer including all functions described in section I. of these GT&Cs and provides Customs Services in accordance with section II. of these GT&C. The Platform is an online platform that allows customers to commission Gerlach with the provision of Customs Services (as defined below). The Platform digitally supports the end to end process from the registration of the Customer on the Platform to the payment of the offered service. The contract about the Customs Service (as defined below) entered into under these GT&Cs (âCustoms Clearance Contractâ or individually âCustoms Clearance Contractâ) is between the Customer and Gerlach.
2) Gerlach may link the use of the Platform or individual functions of the Platform, or the scope in which the individual functions and services may be used, to specific conditions, e.g. checking registration details or proof of payment.
3) Gerlach provides the Platform and all functions on the basis of the current state of the art. Gerlach may temporarily limit the use of the Platform if this is necessary with respect to capacity limits, the security or integrity of the servers or the implementation of technical measures and this is for the purposes of the proper or improved provision of the Platform services. In these cases, Gerlach shall take the legitimate interests of the Customer (Section 315 BGB) into account, e.g. via information provided in advance.
4) If an unexpected system failure prevents the conclusion of contracts or other functions of the platform, the customer will be informed where possible by e-mail or using another suitable means.
5) The provisions in the Preamble and in section III. of these GT&Cs apply to both the Platform Services and the Customs Services (as defined below). Some provisions in section I. also apply to the Customs Services (as defined below).
§ 3 Confidentiality, data protection
1) The Parties undertake to keep strictly confidential any trade secrets and other commercial or technical information or know-how of the respective other party which they receive within the scope of the Platform Agreement (as further defined below) or the Customs Clearance Contracts as well as the conclusion of the Agreement as such, and to oblige their employees and third parties, insofar as they commission them with the execution of the Platform Agreement (as further defined below) or the concluded Customs Clearance Contracts, to maintain a corresponding confidentiality.
2) Each party undertakes to observe the relevant provisions of the applicable data protection laws and to protect the data relating to the other party that is collected and stored during the performance of the Platform Contract (as defined below) against unauthorized third-party access. Gerlach is entitled to process data transmitted by the Customer insofar as this is necessary for the execution of the Platform Contract or Customs Clearance Contracts. Furthermore, Gerlach points out that it may be legally obliged to notify personal data or shipment data to courts and authorities. Customer permits Gerlach to use its email address in order to provide it with information on new offers. The Customer may at any time withdraw such permission free of charge by email to the following [email protected]. If the Customer provides Gerlach with the email address and, if applicable, other contact details of the recipient of the shipment for the purpose of informing them of the shipment status, it warrants to be legally entitled to do so (for example, by consent). In case of unauthorized disclosure of personal data by the Customer to Gerlach, the Customer indemnifies Gerlach upon first written demand from all claims asserted by third parties, in particular by recipients, as far as Gerlach processes the data in accordance with the contract. Gerlach will maintain data protection in accordance with applicable laws.
Section I. Special contractual provisions for the Platform services
§ 1 Service specification of the Platform
The Platform provides the Customer with the technical means, within the infrastructure provided by Gerlach, to obtain offers for Customs Services (as defined below) from Gerlach, to order Customs Services, to perform all actions relevant to the processing of the Customs Order via the Platform and to communicate with Gerlach in connection with the services offered.
§ 2 Registration, conclusion of the contract for use of the Platform and the Platform account
1) The proper registration of Customer and the maintenance of an activated account on the Platform shall be a mandatory requirement and condition for the use of the Platform in accordance with these GT&C.
2) Only companies within the meaning of Section 14 (1) BGB shall be allowed to register as customer.
3) To register, Customer must complete the registration form made available by Gerlach and submit it to Gerlach.
4) Customer shall specify the data truthfully and in full on the registration form. Customer must notify Gerlach of any changes in writing without delay.
5) By submitting the registration form, Customer issues a binding offer to conclude a contract with Gerlach about the use of the Platform (âPlatform Contractâ) which incorporates these GT&Cs. Gerlach can confirm receipt of the Customerâs proposal by sending a registration confirmation in text form. The registration confirmation shall solely constitute information to the Customer on receipt of the registration form and shall not constitute acceptance of the offer. Gerlach reserves the right to comprehensively check the customerâs offer, in particular his creditworthiness and his status as an entrepreneur. Gerlach is entitled to accept or reject the customerâs offer at any time at its own judgment. If Gerlach accepts the customerâs offer, Gerlach sends an activation confirmation to the Customer. The conclusion of the Platform Contract shall be effected in this way and the service may be used immediately thereafter.
6) Customer shall choose a secure password after the successful activation of its account. Customer undertakes to keep secret its password and any other access details relating to the use of the Platform and to carefully secure access to its account. Customer informs Gerlach immediately if it suspects that its account has been misused by any third party.
7) Customer shall be liable for all use of its account, whether authorized by Customer or not. Where Customer is not responsible for the misuse of its account because there is no violation of existing duties of care, Customer shall not be liable.
8) The account may not be transferred to a third party without the explicit consent of Gerlach.
§ 3 Use of the Platform functionalities
1) Gerlach provides Customer with functions and tools on the platform to order Customs Services (as defined below) from Gerlach and to handle all communication regarding the services offered on the Platform.
2) Customer shall only use the functions and tools provided by the Platform for the aforesaid communication and for processing of Customs Clearance Contracts, unless another form of communication is explicitly indicated herein or unless it is technically impossible to do so (for example, if original documents are required).
§ 4 Conclusion of contract for Customs Services
1) The customer may post price requests for a specific Customs Service (as defined below) on the platform. After reviewing the requested Customs Service and the information entered by the customer in this context, Gerlach will, at its entire discretion, submit to the customer an offer for the provision of the Customs Service, unless there are legal or operational reasons to oppose to that.
2) Gerlachâs offer is binding, subject to the assumptions made by Gerlach and the correctness and completeness of the entered information, and can be accepted by the customer within the acceptance period displayed on the platform for the respective order.
3) A Customs Clearance Contract is concluded upon acceptance of the offer by the customer (through the platform in each case).
4) The Customer is under no obligation to request or accept pricing. However, its use of the Platform must be genuine and reasonable. Gerlach may terminate the Platform Contract or block Customerâs access to the Platform, if the customer rarely places orders for Customs Services, despite repeatedly requesting prices.
5) Gerlach is not obliged to propose a price or make an offer to the customer.
6) The individual order for Customs Clearance Services shall be placed by the Customer with Gerlach (by accepting it within the Acceptance Period) using the functions provided on the Platform only.
7) The Customer must provide accurate and complete information about the goods to be cleared, the place of collection and the place of delivery, including any data necessary to contact the consignee or his representative.
8) The customer must check all information provided by Gerlach and object to or correct it within seven days.
9) Customer must adhere to the provisions of any applicable law on data protection when providing the aforementioned information. In particular, Customer alone is obliged to obtain the consent required for the use of the data of the consignee on the platform. By providing the data of the consignee, the customer guarantees that he has complied with the provisions of the applicable law on data protection.
§ 5 Payment and Remuneration
1) The use of the Platform is free of charge.
2) The price for the Customs Services ordered via the Platform (as defined below) shall be the price accepted by the Customer.
3) Additional fees from authorities may apply (e.g. inspection costs, veterinary costs).
4) The customer shall pay the agreed price for the services by using the payment methods offered on the platform.
5) If the Customer fails to make payment for the Customs Service (as defined below) to be provided by Gerlach within the agreed payment period, Gerlach may terminate the Platform Contract or block the Customerâs access to the Platform.
6) If the Customer chooses a payment method requiring him to provide upfront payment, but fails to do so, Gerlach is entitled to treat the relevant Customs Clearance Contract as cancelled and charge the cancellation fees up to the amount of the clearance costs (depending on the processing status).
7) All invoices will be subject to VAT, if applicable.
8) All items in Gerlach invoices must be paid in full. No setting off or retention of amounts claimed by Customer against Gerlach is permitted. However, Customer may offset claims which are finally decided, ready for decision or undisputed.
§ 6 Licensing rights, rights of use
1) Gerlach grants the Customer a non-exclusive licence, restricted to the term of the Platform Contract, to personally use the Platform web frontend and related mobile applications. The Customer shall not lease, confer or provide in any other way the above rights of use to a third party.
2) The Customer shall not be entitled without explicit prior written consent to use, exploit or modify the âGerlachâ trademark (words and image).
3) Customer shall comply with the usage requirements provided on the Platform, as well as with instructions that the Customer receives from Gerlach as regards services. This shall, for example, also apply to usage and integration requirements that exist based on legal provisions or the regulations of credit card companies.
4) When using the Platform and other services of Gerlach, Customer shall comply with the applicable laws, in particular the provisions relating to data protection and competition law.
5) The Customer itself shall be responsible for archiving on its own storage medium the information which can be viewed on the Platform that the Customer requires for the purposes of performing the Customs Clearance Contract, securing evidence, accounting, etc.
6) If Customer fails to comply with the requirements of this clause 7, Customer shall be liable for damages that are incurred by Customer, Gerlach or a third party.
§ 7 System integrity
1) Gerlach maintains appropriate security measures in accordance with the International Standard Organization standard ISO 27001/2013. These are DHLâs final commitments regarding the security of the Customerâs information and data and Gerlachâs IT systems in connection with the Customerâs use of the Platform. The customer is responsible for creating and maintaining backup copies of its information and data and for protecting its own IT systems with all state-of-the-art security standards.
2) The customer shall not:
o take any action which may result in an unreasonable or excessive load on the Platform or the related technical infrastructure.
o block, overwrite or modify content generated by Gerlach or interfere in any other way with the content or functions of the Platform.
o perform activities on the Platform by automated technical means, in particular the Customer shall not use automated systems and/or software (including but not limited to crawlers, spiders, search robots, browser plug-ins, extensions, add-ons or other technical means or procedures) to access, read or modify the Platform or to copy, add, download or retrieve content from the Platform;
o take the following actions, hereinafter collectively referred to as âCyber Attacksâ:
o interfere with or damage the accessibility or operation of the Platform or take any action that, in our reasonable judgment, may impair or compromise the security of the Platform;
o Interfere with, alter or disable any features or security controls of the Platform;
o remove, disable or otherwise circumvent any protective mechanisms of the Platform;
o introduce viruses, Trojan horses, worms, logic bombs or other technologically harmful or malicious materials into the Platform or conduct denial-of-service attacks or other hacking attacks;
o unlawfully obtain (e.g. through pishing or (social) pharming), use or disclose access data, such as username, passwords, credit card information, etc;
o engage in espionage in order to obtain data and/or information (in particular data and/or information that constitute trade or business secrets) by means of one of the aforementioned actions.
3) Except as permitted by clause § 6 (5) the content stored on the Platform may not be copied nor distributed, nor used or reproduced in any other way without the prior consent of the legal owner. This shall also apply to copying using ârobot/crawlerâ search engine technologies or using other automated mechanisms.
§ 8 Measures by Gerlach in the event of violations of rights by Customer
In addition to any rights it may have under applicable law, Gerlach shall be entitled to take one or more of the following measures if there is reason to suspect that Customer has violated legal provisions, these GT&C or specifications relating to the Platform or the closed Customs Clearance Contracts, or if Gerlach has any other legitimate interest, particularly as regards the protection of party against fraudulent activities:
1. Issue a warning to the Customer;
2. Reduce/limit the use of the platform functions;
3. Impose a temporary block;
4. Impose a permanent block.
§ 9 Liability
1) Gerlach shall only be liable for the infringement of essential obligations, the infringement of which jeopardizes the achievement of the purpose of the Platform Contract, or of which the observance is vital for the proper performance of the Platform Contract, and on whose compliance the Customer can normally rely (âCardinal Obligationâ). In the case of infringement of a Cardinal Obligation Gerlach shall only be liable for foreseeable loss/damage which would reasonably be anticipated in a typical case under the Platform Contract. The above limitation of liability shall not apply in the case of:
a) damage caused by intent or gross negligence,
b) or personal injury (to life, limb or health).
c) as well as obligations guaranteed by Gerlach (GarantieĂźbernahme)
2) Gerlach shall not be liable if the circumstances substantiating a claim asserted against Gerlach
a) relate to an unusual and unforeseeable event over which Gerlach has no influence and the consequences of which could not have been avoided despite exercising due care (âforce majeureâ), or
b) have been caused by Gerlach based on a statutory obligation.
3) Furthermore, Gerlach shall not be liable for any downtime or incidents in the technical infrastructure, which are based on unforeseeable events for which Gerlach cannot be held responsible (force majeure). Force majeure events include, but are not limited to, war or national emergency, riot, civil commotion, acts of terrorism, piracy forces of nature, such as fire, flood, severe weather or severe weather conditions, criminal acts, threats or attacks related to information security (such as, for example by computer viruses, BOT attacks or other cyber attacks), power outages, governmental orders, epidemics, pandemics, lockouts, strikes and other labor disputes, shortages of labor, materials and services, and the inability to obtain or delays in obtaining supplies and the failure or limited performance of communications networks and gateways of other operators.
§ 10 Contract term and termination
1) The term of the Platform Contract shall commence on the date on which Gerlach confirms its registration to Customer (access) and shall have a term of an indefinite period (âContract Termâ).
2) The Parties may terminate the Platform Contract at any time by giving one (1) weeksâ written notice to the other party at any time. Upon termination of the Platform Contract, all rights and obligations of the Parties under the GT&C shall cease to be valid. The termination will not affect any Customs Clearance Contracts concluded prior to the date of termination. The Customer shall continue to have access to the functions of its account needed for this reason for up to four weeks after the termination takes effect.
3) The right to terminate the Platform Contract for good cause shall be unaffected. Gerlach shall have the right to termination for good cause, in particular if:
a) Customer violates contractual obligations;
b) Customer is in liquidation or insolvency proceedings are initiated with respect to Customerâs assets, or if Customer sells all or parts of its assets, its company or its business outside the normal business process, or
c) Customer has provided incorrect information about its financial situation, where this information is particularly important as regards the decision made by Gerlach on whether to enter into the Platform Contract, or
d) the financial situation of Customer deteriorates significantly, whereby the payment of amounts or the fulfilment of other obligations vis-Ă -vis Gerlach is questioned, or
e) legal regulations or official orders, e.g. according to foreign trade law, prevent a further business relationship with the customer.
4) Either party shall be entitled to termination for good cause only after the expiry of a reasonable period of time granted to remedy the breach or if a warning letter from the other party failed, unless this time period or warning letter can be dispensed with under applicable law due to the specific circumstances of the individual case.
§ 12 Exercise of rights by third party, transfer of the Platform Contract
1) For the purpose of performing the Platform Contract Gerlach may use other companies or in-house branches as vicarious agents.
2) Gerlach is also entitled, with a notice period of four (4) weeks and within the legally admissible framework, to transfer its rights and obligations from this the Platform Contract in whole or in part to a third party. In this case, the Customer shall be entitled to immediately terminate the Platform Contract.
§ 13 Jurisdiction, applicable law
1) The Platform Contract shall be subject to the law of the Federal Republic of Germany.
2) The place of jurisdiction for any and all disputes arising from the Platform Contract shall be Bonn, Germany.
Section II. Special contractual provisions for Customs Services
§ 1 Service specification and further obligations
1) The Services cover import customs clearance, export customs clearance and transit customs clearance (to the extent made available on the Platform) only and in this respect in direct representation of the Customer by using the document templates provided by Gerlach such as Power of Attorney and other supporting documents (âCustoms Servicesâ) only. The Customs Clearance Contracts concluded by the Customer and Gerlach via the Platform are considered as agreements on the Customs Services.
2) The Customer must provide the information required for the provision of the Customs Services in a timely and complete manner via the Platform (unless original documents are to be provided). In particular, the information must be provided at least five days prior to the customs declaration and must be applicable with regard to the goods to be declared to customs. In particular, relevant import restrictions, preferential regulations, so-called dual-use information as well as required original documents and information on the transport company used (in particular the names of any subcontractors who carry out the transport / manage the import) and information on the so-called importer of record must be provided. The Customer shall also provide Gerlach with the customs tariff number and the description of the goods. If no customs tariff number is available at the time of the import declaration, Gerlach shall be entitled, but not obliged, to determine this independently on the basis of the information available to it in order to coordinate this with the Customer. The Customer undertakes to make available to Gerlach, without being requested to do so, any existing binding tariff information or any binding tariff information issued to the Customer at a later date, and to inform Gerlach in good time if a binding tariff information loses its validity. In doing so, the Customer shall ensure that a contact person is appointed for the processing of Customs Clearance Services and shall plan for the corresponding use of resources. The Customer shall fully indemnify Gerlach against damages and claims of third parties resulting from a breach of obligations under this paragraph.
3) In case of delays in the customs procedure (e.g. due to incompleteness of documents and clearance obstacles of any kind) Gerlach will inform the Customer within a reasonable period of time. Original documents will be kept by Gerlach in accordance with legal regulations and time limits. The Customer will keep the documents relevant for the customs declaration in accordance with the legal regulations and time limits.
4) The Customer acknowledges that by making a customs declaration, the Customer becomes a declarant under applicable law and agrees to pay all duties, including any customs and late payment penalties, on time and in full in the amount assessed by the applicable authorities. Should the Customer elect to contest such fines, this shall not relieve the Customer from paying such fines to the appropriate authority pending resolution of the matter if the appropriate authorities require payment prior to a decision.
5) Unless otherwise provided in section II. § 4 (2), customs duties and taxes shall be paid by the Customer to Gerlach in advance upon request.
6) Unless otherwise provided in section II. § 4 (2), the Customer shall be liable to Gerlach for the payment of all customs duties and taxes and/or increased customs duties and taxes imposed by the customs authorities for reasons not due to Gerlachâs sole fault. This liability includes in particular penalties or fines imposed by authorities (example: increased taxes and duties due to missing or incorrect documents/declarations regarding the goods concerned). Gerlach shall settle underlying liability claims against the Customer separately. The Customer shall immediately settle or reimburse any corresponding invoices or claims for reimbursement of expenses.
7) The Customer undertakes to support Gerlach fully and free of charge in the defense against and the contestation of levies, including inspections by the customs authorities. This includes, in particular, access to the accounting/settlement systems (e.g. to verify the customs value) as well as the provision of all documents required or requested for the purpose of customs supervision or customs audit and the reimbursement of legal fees. This obligation shall apply for an indefinite period of time, even beyond the term of a Customs Clearance Contract.
8) The Customer shall further ensure that each customs procedure is properly carried out and completed in accordance with the applicable customs regulations. The Customer shall provide Gerlach with evidence of the proper performance and completion of the customs procedure, if required.
9) In the event of a system failure, the Customer must provide Gerlach with relevant information by email or in another suitable form.
§ 2 External trade rules
The Customer shall ensure compliance with all applicable legal provisions, in particular customs and foreign trade law provisions, including prohibitions and restrictions under national and European law, with regard to its shipments on its own responsibility.
He guarantees in particular that
i. neither the Customer nor any of Customerâs affiliates, Customerâs agents, any consignee of the underlying shipment, or any third party directly engaged to transport the goods is subject to any applicable restraint on disposal or disposition;
ii. the Customer has independently checked all goods, including software and technology, contained in the shipment on which customs clearance is based against applicable lists of goods (e.g. export list of the German Foreign Trade and Payments Ordinance; annexes of applicable sanctions ordinances of the European Union);
iii. the consignment on which customs clearance is based does not contain any goods, including software and technology, which are subject to applicable licensing requirements or prohibitions with regard to their import, transit, re-export, export, transfer, use or end-use, transport or destination (e.g. armaments, war weapons, dual-use goods, firearms);
iv. if the shipment underlying the customs clearance contains goods subject to authorization, the Customer will inform Gerlach accordingly well in advance of the customs clearance and has obtained all necessary permits, licenses or other official authorizations required for the delivery of the shipment to its final destination and end-use;
v. that Gerlach is authorized to act on behalf of and for the account of the Customer (direct customs representation). The Customer further declares that Gerlach acts for or on behalf of the Customer in connection with the shipment underlying the customs clearance neither as an exporter or importer under customs or foreign trade law, nor as a permit or authorization holder with respect to prohibitions and restrictions under national and European law.
The Customer shall provide the Contractor with all information, including complete and correct document coding, required for Gerlach to properly clear the shipment. The Customer acknowledges that Gerlach processes the information and personal data provided by the Customer to ensure compliance with its own legal obligations.
The Customer fully indemnifies Gerlach against any damages and claims of third parties resulting from a breach of obligations under this paragraph.
§ 3 Code of Conduct
The Customer undertakes to comply with the principles of the Deutsche Post DHL Code of Conduct. These can be downloaded here http://www.dp-dhl.com/en/about_us/code_of_conduct.html.
§ 4 Billing and compensation
1) The Customs Services shall be invoiced on the basis of Gerlachâs offer.
2) When making the offer, Gerlach shall decide at its own discretion whether or not Gerlachâs deferment account can be used for the payment of customs duties. If Gerlachâs offer provides that the Customer itself should make payments directly to the customs authority, the Customer is obliged to make such payments itself without delay.
3) Insofar as nothing to the contrary arises from the aforementioned clause (2), Gerlachâs deferment account will be used within the scope of the performance of the service. Full payment of customs duties is due on the day of invoicing. The Customer will be charged a money provision fee of 1.5% of the advanced customs duties for the advancement of the customs duties plus a one-off advancement commission of 3% of the advanced customs duties.
4) Gerlach reserves the right to charge against claims of the Customer against Gerlach with all claims of Gerlach against the Customer with regard to the business relationship (using the platform). In particular, Gerlachis entitled to set off against claims of the Customer for reimbursement of differential amounts in connection with the services provided by Gerlach, e.g. if the Customer has paid an overestimated duty, or against claims of the Customer for reimbursement of advance payments made.
§ 5 Force majeure
(1) If, as a result of force majeure, a Party fails to fulfil its obligations under a Customs Clearance Contract, this shall not be deemed a breach of contract. The foregoing provision shall not apply to the obligation to pay due liabilities.
(2) Force majeure shall be deemed to include, for example, fire, explosions, action of the elements, civil war, riot, revolution, legislation and official measures, strikes, lockouts, business interruptions, computer viruses, cyber risks, shortage of raw materials, epidemics, pandemics or similar unforeseeable and serious events beyond the control of the Parties.
(3) The Party affected by a case of force majeure shall inform the other Party without delay.
(4) The other Party may terminate the agreement with immediate effect in writing if the force majeure situation lasts longer than four (4) weeks.
§ 7 Liability
1) Insofar as there are no mandatory regulations to the contrary (e.g. CMR), Gerlach shall be liable for all its operations in accordance with the German Freight Forwardersâ Standard Terms and Conditions 2017 (âADSp 2017â) and, insofar as these do not apply to the provision of logistics services, in accordance with the Logistics General Terms and Conditions, March 2006. The limitations of liability shall also apply to non-contractual claims against Gerlach, its employees and other vicarious agents.
2) The Customer shall be liable in accordance with the statutory regulations, taking into account its obligations under these GT&C.
§ 8 Pandemic
1) The spread of the coronavirus (COVID-19) has prompted the World Health Organisation (WHO) to officially declare a pandemic. The spread of the coronavirus (COVID 19) has a massive impact on forwarding and logistics services, for example through border controls or quarantine measures. The situation is changing continuously. Administrations/governments restrict the freedom of movement in different cities/regions/countries. The consequences of the spread of the coronavirus (COVID-19) are beyond Gerlachâs control. The prices and services offered/agreed do not take into account the consequences of the spread of the coronavirus (COVID 19), neither those already known today nor further consequences not yet known today.
2) In view of the situation described above, Gerlach reserves the right at any time to adjust the agreed obligations in whole or in part, to change work processes and the agreed remuneration, to charge surcharges or to take other measures in order to adjust operational processes and existing obligations towards Gerlach to the respective current circumstances as a result of the spread of the coronavirus (COVID-19). Gerlach shall be released from any liability arising from or in connection with the contract if and to the extent that any potential liability has been caused by the spread of the coronavirus (COVID-19). If Gerlach is prevented from fulfilling its obligations modified, amended or adjusted in accordance with the preceding paragraph for more than 30 consecutive days, either party shall be entitled to terminate the Customs Clearance Contract without notice.
3) The above provisions shall apply accordingly if and to the extent that a comparable pandemic or other health emergency with similar effects on the logistics industry occurs in the future.
§ 9 Assignability
The rights and obligations arising from a Customs Clearance Contract may not be assigned to third parties without the consent of the other Party. Consent to assignment shall not be withheld without reasonable cause.
§ 10 Applicable law/court of jurisdiction
1) The Customs Clearance Contract is subject to the law of the German Federal Republic and the ADSp 2017.
2) The place of jurisdiction for all disputes arising from or in connection with the Customs Services is Bonn, Germany.
Section III. Miscellaneous
1) Gerlach shall notify the Customer of any changes to these GT&C in text form (e.g. by platform or e-mail), so-called âNotice of Changeâ. The changes shall take effect vis-Ă -vis Customer and the contractual relationship shall continue under the changed conditions if Customer does not object to these changes within one week after receiving the notification of changes by means of written notification to Gerlach. This deadline shall be deemed to have been met if the objection has been sent to Gerlach within this period. Gerlach shall specifically point out to Customer in the written notification of changes the aboveconsequences of failure to object.
2) Should any individual provision of these GT&C be or become ineffective, the validity of the remaining provisions shall remain unaffected. In this case, the Parties undertake to agree on a valid replacement provision which most closely approximates to the invalid provision or the intended purpose of the invalid provision. The same shall apply to contractual omissions. No verbal side agreements to these GT&Cs have been made.
3) The contracting language is German. In the event of any conflict or inaccuracy between the German version and the English convenience translation of the GT&C, the German version shall prevail. Any interpretation of the English or German provisions shall be construed in accordance with German law not taking into account any English or other foreign law concepts.
4) Insofar as written form is required in these GT&C or declarations are to be made âin writingâ, the transmission of a document signed by hand with a name signature by means of a physical letter or by ordinary e-mail shall be sufficient for the written form requirement.
Section IV. Annexes
Annex 1
Additional fees
1) If the Customer terminates the Customs Clearance Contract for reasons that are not attributable to Gerlachâs sphere of risk, the Customer shall pay a processing fee of at least 50% of the service costs offered in each individual case.
2) In the cases listed below, the Customer is obliged to pay a processing fee of ⏠25 in each individual case:
⢠Entry of incorrect data on the platform used by Gerlach for the calculation of the remuneration.
⢠Issuing of subsequent instructions
⢠Existence of facts leading to claims by Gerlach according to clause 17.1 ADSp 2017.
All further rights of Gerlach such as claims for reimbursement of expenses and for additional remuneration remain unaffected.
Annex 2
ADSp 2017
1. [German]
2. [English]
Annex 3
Logistics GTC
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