The following terms and conditions are applicable for all business with our clients. All our deliveries and services shall be provided exclusively on the basis of the following conditions. They apply and are considered acknowledged by the Client beginning with the order confirmation. In the case we have not made an offer, the terms and conditions are considered acknowledged by the Client upon receipt of our order confirmation or invoice respectively, at the latest with the acceptance of the delivery or beginning of service rendered. Diverging, adverse or additional terms and conditions of the Client shall only become part of the contract in so far as we have given our express written consent to their application.
1. Offer and Acceptance of Order
1.1 Unless stated otherwise, our offers are subject to change and not binding.
1.2 A contract with the Client shall not come into effect until we have received the order in written form (§126b BGB) or it is finally accepted by notification of dispatch or production of an invoice.
2. Terms of Payment
2.1 Unless otherwise agreed, the amount invoiced must be credited without deductions or discounts at the latest 10 days after receipt of the invoice.
2.2 Should we become aware of circumstances that appear to indicate that the solvency of the Client is questionable, we are entitled to make further execution of the order or delivery dependent on a suitable advance payment or collateral. If the Client refrains from making an advance payment or withholds collateral security within 14 days after this request, we may withdraw from the contract after expiry of that time frame. We reserve the right to assert further legal rights to which we are entitled.
3. Orders on Demand
3.1 The Client is obligated to actually and completely accept the delivery of the goods on the agreed date. If the Client refrains from accepting the delivery on the designated date, we are entitled to store the goods and to charge the costs incurred at a rate of 0,30 € per pallet per day.
3.2 Damages or deterioration of the products resulting from long storage times caused by the Client not accepting the goods on time shall be borne by the Client.
4. Quantity Tolerance
4.1 Due to productional necessities, we are entitled to under- and overdeliveries as follows: volumes with up to 500 pcs. + - 20 % Volumes of 501 – 2000 pcs. + - 15 % Volumes exceeding 2000 pcs. + - 10%.
5. Delivery Times
5.1 The delivery date agreed to in the order confirmation is deemed as the delivery time. We are entitled to postpone the delivery date due to productional necessities. In this case we will inform the Client as soon as possible.
5.2 If the Client requests modifications to the order, after confirmation of the same, which affect the production period, the delivery time span will be extended accordingly.
5.3 In the event of a disturbance of operation caused by a lockout or a strike in our business or at the business of a downstream supplier, or in the event of force majeure, the agreed delivery deadline shall be extended by the duration of the delay.
6. Obligation to Examine and Notification of Defects
6.1 The goods supplied by our company shall be examined by the Client immediately upon receipt at their destination with the care of a prudent businessman, in order to assess possible defects. The examination shall extend to all the properties essential and demanded for the use of the products.
6.2 The Client must notify us in written form of detected and identifiable defects immediately, at the at the latest within the period of limitation of one week. If the Client refrains from reporting the defect, the goods are considered to be accepted, unless the defect is a hidden defect that was not recognizable even in the course of a thorough examination.
6.3 The notification of defects is excluded at the latest following a period of limitation of 2 weeks after the successful delivery of the products, the delivered products are then considered as approved.
6.4 Defects of part of the delivered goods shall not give rise to the right to reject the whole delivery if the separation of the defective and non-defective parts is possible by use of reasonable means.
6.5 We do not warrant that the delivered products (in particular packaging) are suitable for the purpose intended by the Client, unless such purpose of use was expressly the object of the order placed.
7. Rights in Case of Defects and Liabilities
7.1 The limitation period for any claims arising from defects is one year following delivery.
7.2 If, at the request of the Client, the goods are stored in our company, the limitation period begins with the entry of the storage. The Client will examine the products prior to storage.
7.3 In case of a justified defect reported on time, we will at our choice (any further claims are excluded) provide rectification or replacement with defect-free products („subsequent improvement“).
7.4 The right to subsequent fulfilment only rises insofar as we are able to do so in the scope of our product capacities and insofar as the re-fulfilment is not connected with unreasonable costs. If we are not able to render re-fulfilment within a reasonable period of time or if we have to refuse re-fulfilment due to unreasonable costs, we shall inform the Client immediately. In this case or should the re-fulfilment not be successful, the Client is entitled to a corresponding price reduction or to withdraw from the contract. Withdrawal shall be excluded if the defect is only minor.
7.5 In the case that the Client opts to withdraw from the contract, the Client shall not be entitled to claims for damages due to the said fault, unless damages are based on deliberate action or gross negligence.
7.6 We will be liable in accordance with statutory provisions insofar as the Client makes claims for damages that are based on intent or gross negligence.
7.7 For all damages to the Client caused by neglicence through us or on the part of other agents, our liability is limited to 50.000 €.
8. Reservation of Proprietary Rights
8.1 We retain title of ownership to the delivered products until the purchase price and all other claims have been paid in full. If the Client acts in violation of the contract, we are entitled to take back the products.
8.2 If the Client carries out processing or conversions, this shall be carried out for the manufacturer, but without obligations for us. In the event that the delivered product is combined or mixed with other commodities, we shall be entitled to co-ownership of the new object at a ratio of the invoiced value to the value of the processed commodities.
8.3 The Client is, as long as he is not in default of payment, entitled to sell the goods in the course of normal business. The Client already assigns the claims against third parties which are established from the resale of the goods or another legal basis (insurance, unlawful act) in total or in the amount of our possible co-ownership share, to us as collateral. We declare acceptance of the assignment even now.
8.4 We are entitled to notify the third party of the assignment and to collect the assigned claim to set off against the payment and inci dental claims to which we are entitled, if the the Client does not fulfill its financial obligations. The Client is obliged upon request to provide the names and addresses of third parties and the amount of the claims and to provide us with all necessary documents.
8.5 If there is the threat of access of third parties to the products subject to retention, in particular a garnishment in foreclosure proceedings, the Client must notify the third party of our ownership immediately and inform us about the access.
9 . Shipping and Packaging, Transfer of Risk
9.1 The supply of products shall be made „ex works“, unless agreed otherwise. The dispatch is carried out at the risk and expense of the Client.
9.2 The risk is transferred to the Client with the delivery of the goods to the forwarding agent or carrier, at the latest however on leaving the factory, even when partial deliveries are carried out.
9.3 The packaging is governed according to the regulations in the order confirmation, whereas pallets, covering boards and other loaned packing material remain our property. Packaging materials have to be returned within a reasonal period of time and, unless agreed otherwise, free of charge. The delivery of EUR-Pool palets (UIC-Standard) is to be carried out according to the conditions of the Bonn Pallet Exchange („Bonner Palettentausch“) or the Cologne Pallet Exchange („Kölner Palettentausch-Bedingungen“).
9.4 In the case that no detailed packaging was offered, the products will be delivered without packaging.
10.1 Tools acquired or manufactured by our company for the execution of an order remain in our ownership unless agreed otherwise.
10.2 After fulfillment of the order, we will store tools for subqequent orders for the duration of 24 months after the last order, even if the Client has been seperately invoiced for them. After this limitation period, we are free to destroy the tools at the Client´s expense.
10.3 The regulation mentioned under 10.2 also applies to printing templates and manuscripts provided to us, also in digital form, however here the storage time is limited to 12 months.
11.1 Unless otherwise agreed, the Client is responsible for reviewing the right of reproduction, copyright or other rights by third parties (e.g. patents, registered designs) for all printed documents, drafts and finished samples and to notify us accordingly in written form.
11.2 The Client indemnifies and releases us from all claims of third parties in connection with the use or infringement of such rights. The claim is independent of any failure on the part of the Client.
11.3 There is no obligation for us to store third party printing documentation, manuscripts and other items provided.
12.1 We reserve the right to apply our company slogan (text) or QR Code to products manufactured by us, after consultation with the Client.
13. Specific Stipulations for Corrugated Cardboard Products For the delivery of corrugated cardboard products the following additional stipulations apply:
13.1 calculation mode: corrugated cardboard products are sold and calculated by units.
13.2 Abweichungen:deviations: (a) Given measurements are internal measures. Minor deviations due to the characteristics of corrugated cardboard and its processing do not constitute a defect of the product. (b) For corrugated cardboard products we reserve the following rights for quantity tolerances in relation to number of units and the production process. In case of orders up to 1000 pieces up to 30 % of the order quantity, in case of orders up to 3000 pieces up to 20% of the order quantity and in case of orders exceeding 3000 up to 10 % of the order quantity. In this event, the agreed price shall be raised or lowered in relation to the actually delivered quantity. (c) We are not liable for deviations considered customary in the trade sector or that are technically unavoidable for sizing, gluing, sewing, colours and print, as well as the smoothness or purity of the basic materials („material deviations“). Reviewing the customary and technically unavoidable deviations will not depend on single pieces, rolls, parts of rolls, sheets, packages or bales, but the average loss of the entire delivery, even if the notification of defect relates to deviations in dimension, weight or quantity.
13.3 Assessment of defects: For the Assessment of defects the inspection catalogue published by the German association of corrugated board manufacturers (VDW, Verband der Wellpappenindustrie e.V. ) as well as the DIN-Standard for corrugated cardboard packaging, each as amended, shall serve as a basis.
14.1 The EAN barcode is printed according to the current state of technology and in consideration of the CCG‘s (Centrale für Coorganisation) relevant rules of application.
14.2 Furtherreaching assurances, in particular statements regarding reading results at retail cash tills, may not be given due to possible negative influences on the bar codes after leaving our company and due to a lack of standardised measurement and reading techniques.
Our company routinely checks the creditworthiness of our business partners at the time of concluding agreements as well as in certain other instances in which there is justified interest in doing so. For this purpose, we work with Creditreform Osnabrück / Nordhorn Unger KG (Parkstrasse 32, 49080 Osnabrück, Germany), which supplies us with the requisite data. To this end, we forward to Creditreform the names of our business partners along with the pertinent contact details. For further information on how data is processed, please consult the detailed Creditreform-Information leaflet that has been compiled in accordance with Art. 14 EU GDPR.
16. Place of Performance and Venue, Applicable Law:
16.1 Place of performance for delivery and payment is our company location in Georgsmarienhütte.
16.2 Solely the laws of the Federal Republic of Germany, with the exclusion of the UN sales convention and other international sales- or contractual provisions, shall apply for these Terms and Conditions and all legal relationships between us and the Client.