Visit us: FRUIT LOGISTICA 07. – 09.02.2024, Messe Berlin

Hall 2.1, Stand D-50

Your Specialist for Packaging

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Conditions

All agreements and offers are based on the supplier’s terms and conditions. They are deemed accepted upon placement of an order or acceptance of the delivery. Any deviating, conflicting, or supplementary general terms and conditions of the purchaser shall only become part of the agreement to the extent that we have expressly agreed to their validity. This requirement for consent applies in all cases, for example, even if we carry out the delivery to the purchaser without reservation while being aware of the purchaser’s general terms and conditions. The supplier’s terms and conditions apply regardless of whether we manufacture these goods ourselves or purchase them from suppliers. Unless otherwise agreed, the terms and conditions in the version valid at the time of the buyer’s order or, in any case, in the version last communicated to the buyer in writing, shall serve as a framework agreement and shall also apply to similar future contracts without the need to refer to them in each individual case.

  1. Price Quote
    Price quotations are stated in EUR and, unless otherwise specified, are prices exclusive of value-added tax; they become binding only upon the supplier’s confirmation of the order.

    1.1 Reservation of the Right to Adjust Prices The agreed prices are based on the procurement, raw material, and transportation costs in effect at the time of order confirmation. If significant cost increases occur among our suppliers between the time of order confirmation and delivery—particularly due to geopolitical developments, raw material shortages, or changes in transportation costs—we are entitled to adjust the prices accordingly to a reasonable extent. The buyer will be notified of any price adjustment immediately, with an explanation of the reasons. In this case, the buyer has the right to withdraw from the unfulfilled portion of the contract within 14 days of notification of the price adjustment.

  2. Terms of Payment
    The invoice (net price plus VAT) will be issued on the date the goods are shipped or a partial shipment is made. Payment of the invoice amount (net price plus VAT) must be made in EUR within 30 days of the invoice date, without any deductions. A discount of up to 2% is granted for payment within 8 days of the invoice date. For new business relationships, advance payment may be required. However, even within the context of an ongoing business relationship, we are entitled at any time to make a delivery, in whole or in part, only against advance payment. We shall declare a corresponding reservation no later than upon placement of the order. A discount on partial or interim invoices is granted only if payment in cash is made within the period specified in paragraph 1. If, after the conclusion of the contract, it becomes apparent (e.g., through a petition for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer’s inability to pay, we are entitled, in accordance with statutory provisions, to refuse performance and—if necessary, after setting a deadline—to withdraw from the contract, § 321 BGB. In the case of contracts for the manufacture of non-fungible goods (custom-made items), we may declare our withdrawal immediately; the provisions regarding the dispensability of setting a deadline remain unaffected. If a material deterioration in the client’s financial circumstances becomes known or if the client defaults on a payment, the supplier is entitled to demand immediate payment of all outstanding invoices, including those not yet due. The customer is hereby informed that the supplier has assigned its current and future claims arising from the business relationship to a third party. Payments may be made with debt-discharging effect exclusively to the respective assignee. Currently, this is S-Factoring GmbH, Markt 7, 04109 Leipzig (IBAN: DE74 8505 0300 5550 0009 21). In the event of late payment, default interest of 5 percentage points above the applicable base rate shall be payable. For bank transfers and checks, the date on which the supplier receives the credit notification shall be deemed the date of receipt of payment. Should the foregoing payment terms be modified in favor of the client, the client shall bear all credit and other costs.

  3. Retention of Title
    All delivered goods remain our property until all payment obligations have been fulfilled. The buyer may sell and/or process the goods in the ordinary course of business. The retention of title remains in effect upon processing and then extends proportionally to the new product. Upon resale of the goods, regardless of whether processed or unprocessed, the customer hereby assigns to us all claims against the purchaser in the amount of our total outstanding claims. The buyer is prohibited from pledging or transferring ownership of goods as security, whether in whole or in part, that are subject to this extended retention of title. Goods subject to retention of title may neither be pledged to third parties nor transferred as security until the secured claims have been paid in full. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g., through attachments) seize the goods belonging to us. In the event of conduct by the buyer in breach of contract, particularly in the event of default in payment, we are entitled to take back the goods after issuing a reminder, and the buyer is obligated to surrender them.

  4. Deliveries
    Unless otherwise agreed, the following terms apply: Deliveries under EUR 1,500 are ex works. Shipping is at the customer’s expense and risk. The supplier will only arrange transport insurance upon the customer’s express instruction. Deliveries of EUR 1,500 or more are delivered free to the customer’s premises. Shipping is at the supplier’s expense and risk. Transport insurance is covered by the supplier.

  5. Delivery Time
    If no specific delivery dates have been agreed upon, but a delivery period calculated based on certain time frames has been established, this period begins on the date the order confirmation is sent; it ends on the date the goods leave the manufacturing facility or are placed in storage due to the impossibility of shipment. The delivery period is suspended for the duration of the client’s review of proofs, production samples, printing plates, etc., specifically from the date of dispatch to the client until the date of receipt of their response. If, after the order confirmation, the client requests changes to the order that affect the production time, a new delivery period shall commence, but only upon confirmation of the changes. Operational disruptions, both within our own operations and in third-party operations on which production and transport depend—caused by serious events such as war, strikes, lockouts, riots, coal or power shortages, failure of transportation, work restrictions, and other cases of force majeure that result in unforeseeable consequences for the performance of the contract—shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect, even if they are in default. This does not result in automatic termination of the contract. However, the contracting parties are obligated to notify each other immediately of such an event and to adjust their obligations in good faith to the changed circumstances (force majeure). If the delays resulting from force majeure exceed a period of 3 months, the contracting parties are entitled to withdraw from orders that are outstanding at that time and affected by force majeure with immediate effect. Such withdrawal must be in writing to be effective. Mutual claims are excluded in such cases. Partial deliveries are permitted within the delivery periods specified by us, provided that this does not result in any disadvantages for use.

  6. Delay in Delivery
    In the event of a delay in delivery by the supplier, the customer is in any case only entitled to exercise the rights granted to him by law after setting a reasonable grace period; he may not claim compensation for lost profits.

  7. Delay in Acceptance
    If the client does not accept the delivery within a reasonable period after notification of completion or, in the case of notified shipment, does not accept it promptly, or if shipment is impossible for an extended period due to circumstances for which the supplier is not responsible, the supplier is entitled to either store the delivery in its own warehouse or with a freight forwarder at the client’s expense and risk. The storage and safekeeping of raw materials, semi-finished and finished products, such as finished printed materials, printing plates of all kinds, third-party papers, etc., shall only take place upon prior agreement. Acceptance of materials or goods produced for stock (e.g., call-off orders) must take place within 3 months at the latest. Storage beyond this period requires the supplier’s written consent.

  8. Complaints
    Complaints must be made immediately, at the latest within one week of receipt of the goods. The customer’s obligation to inspect the delivered goods remains in effect even if samples have been provided. Defects in part of the delivery do not justify rejecting the entire delivery. If the goods exhibit defects within the meaning of § 434 of the German Civil Code (BGB), the supplier shall provide a replacement or repair the goods. Multiple repairs are permitted. Further claims or damages by the customer resulting from consequential damages are generally excluded from our liability, unless the supplier is guilty of intent or gross negligence. This applies to the supplier’s liability in the event of an express warranty of certain characteristics. Hidden defects that cannot be detected upon immediate inspection may only be asserted against the supplier if the notice of defects is received by the supplier within one year after the goods have left the supplier’s premises. In the case of a sale of consumer goods, the statutory warranty obligation applies.

  9. Liability in tort
    We are liable for damages—regardless of the legal basis—under the principle of fault-based liability only in cases of intentional misconduct or gross negligence. In cases of simple negligence, subject to a more lenient standard of liability under statutory provisions, we are liable only: a. for damages resulting from injury to life, limb, or health, b. for damages resulting from a non-trivial breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies or may rely); in such cases, however, our liability is limited to compensation for the foreseeable, typically occurring damage. The resulting limitations of liability also apply in the event of breaches of duty by or in favor of persons for whose fault we are liable under statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods, nor do they apply to claims by the buyer under the Product Liability Act. In the event of a breach of duty that does not consist of a defect, the buyer may only rescind the contract or terminate it if we are responsible for the breach of duty. A free right of termination on the part of the buyer is excluded. In all other respects, the statutory requirements and legal consequences apply.

  10. Packaging
    Our prices include a discount to cover the client’s costs for the disposal of shipping packaging.

  11. Sketches, drafts, proofs, and samples will be billed even if the order is not placed.

  12. Copyright
    The client is solely responsible for verifying the reproduction rights for all print templates. Unless otherwise expressly agreed, the supplier retains the copyright and reproduction rights, by any means and for any purpose, to its own sketches, drafts, originals, films, and the like. Lithographs, printing plates, copy templates (negatives and slides on film or glass), clichés, matrices, embossing plates, dies, and the like remain the property of the supplier, even if they are invoiced separately in full or in part. This also applies to films, typesetting cards, and other tools, etc. The supplier is not obligated to provide the customer with reprints of lithographs or copies of master copies.

  13. Insurance
    If the manuscripts, originals, printing plates, paper, printed materials in storage, or other items provided to the supplier are to be insured against theft, fire, water damage, or any other risk, the client must arrange for the insurance himself.

  14. Proofs
    Proofs and proof sheets must be checked by the client and returned to the supplier with a declaration that they are ready for printing. The supplier is not liable for errors overlooked by the client. Changes requested by telephone require written confirmation. For smaller print jobs and typeset manuscripts, the supplier is not obligated to send the client a proof. If the sending of a proof is not requested, liability for typesetting errors is limited to gross negligence. For changes made after print approval, all expenses, including the costs of machine downtime, shall be borne by the client. For color reproductions in all printing processes, minor deviations from the original are not considered a valid reason for a complaint. The same applies to comparisons between any proofs and the final print run.

  15. Over- or under-delivery Generally, the full specified print run is delivered. The client is obligated to accept a deviation of up to 10% from the ordered print run.

  16. Company Name and Identification Number
    The supplier reserves the right to affix its company name, logo, or company identification number to all types of deliveries in accordance with applicable practices or regulations and the available space.

  17. Statute of Limitations
    1. Notwithstanding Section 438(1)(3) of the German Civil Code (BGB), the general statute of limitations for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed upon, the statute of limitations begins with acceptance.
    2. The foregoing limitation periods under sales law also apply to the buyer’s contractual and noncontractual claims for damages based on a defect in the goods, unless the application of the standard statutory limitation period would result in a shorter limitation period in the individual case.

  18. Verbal Agreements
    Verbal agreements must be confirmed in writing to be binding.

  19. Place of Performance and Jurisdiction
    1. If the buyer is a registered merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, Hilden shall be the exclusive place of performance for both parties.

    2. If the buyer is a registered merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive—including international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Hilden. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, we are entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these Terms of Delivery or a prior individual agreement, or at the buyer’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.

    3. The law of the Federal Republic of Germany applies to the business relationships and all legal relationships between the Seller and the Buyer.

  20. Severability Clause
     Should any provision in these Terms and Conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.