The following conditions apply to all business transactions with entrepreneurs, legal entities under public law or special funds under public law (hereinafter: the customer), unless other agreements are expressly made in writing. General terms and conditions of the customer are only binding for us insofar as they do not conflict with our sales conditions or are expressly recognized by us in writing. A reference or counter-confirmation clause of the customer in his own general terms and conditions is hereby expressly contradicted. These general terms and conditions of sale and delivery also apply to all future business transactions with the customer. If the seller has justified doubts about the solvency or creditworthiness of the customer prior to delivery, the seller can withdraw from the contract by means of a written declaration to the customer, or demand advance payment or other appropriate security for the fulfillment of the contract from the customer. We reserve the right to change prices due to changes in raw material, energy or transport prices as well as fluctuations in the exchange rate between USD and Euro (€) (deviations of +/- 5% are taken into account in ongoing agreements). Delivery contracts have no protective effect in favor of third parties.
Unless expressly confirmed otherwise, our offers are non-binding. If an order is an offer according to § 145 BGB is to be viewed, we can accept this within two weeks of receipt. During this period the customer is bound to his offer. We reserve ownership and copyrights to all documents provided to the customer in connection with the placing of the order. These documents may not be made accessible to third parties without our written consent. Only the specifications contained in the offer or the order confirmation are decisive for the owed quality of the delivery item. Information in brochures, advertisements, price lists, illustrations, etc. have no influence on the owed quality of the delivery item. Each order is only considered accepted with our written order confirmation. Oral agreements are only valid if they have been confirmed by us in writing.
3. Delivery time
The delivery time must be agreed separately for each individual order or call. Our final confirmation letter is always decisive for determining the delivery time. Unless a binding delivery date (fixed date) has been expressly agreed, the delivery times can only be given approximately and without obligation. Exceeding this does not therefore entitle to withdraw from the contract or to claim damages. Partial deliveries are permitted provided they do not cause any unreasonable impairment for the customer. The start of an agreed delivery period presupposes the timely and proper fulfillment of the customer’s obligations to cooperate. If the customer is in default of acceptance or if he culpably breaches his duty to cooperate, we are entitled to demand compensation for the damage we incur as well as any additional expenses. We reserve the right to make further claims, in particular to withdraw from the contract. In the event of default in acceptance, the risk of accidental loss or accidental deterioration of the goods is transferred to the purchaser at the time of its occurrence.
4. Order completion
Unless otherwise agreed, we are entitled to deliver our standard designs without further inquiry. All information in our offers and order confirmations about dimensions and weight are to be understood with the usual tolerances. In the case of custom-made products, such deviations upwards and downwards from the number of items ordered are permitted that inevitably result from this special production. The purchaser is to be informed of this in advance if possible.
5. Deviations in performance
The delivery quantity can be exceeded or fallen short of by up to 20%. The actual delivery quantity is calculated. Point 4 para. 2 remains unaffected. A scrap of up to 4% for printed or made-up goods is customary in the trade and is already included in the calculation. He is therefore not entitled to assert claims for defects
a) Print jobs:
In the case of printed, ready-made goods, we try to match the color tones as precisely as possible. Technically conditioned color and register fluctuations can only be objected to if there are significant deviations from the agreed quality. In the case of plastic products, the adhesive strengths of the printing inks can only meet the usual requirements for polyethylene and polypropylene. Drafts and final drawings, clichés and any necessary tools are manufactured or procured by us and invoiced at cost. If the buyer provides print templates, he is responsible for the copyright to third parties and exempts us from any claims by third parties. The drafts, final artwork etc. submitted by us remain our intellectual property.
The technically unavoidable deviations in the film thickness (up to +/- 10%) and in the dimensions of the tubes or bags (up to +/- 5%) are customary in the trade and do not entitle to assert claims for defects. Liability for the suitability of the foils and the articles made from them for certain purposes is excluded. The buyer is responsible for the suitability of the filler. As a result of certain properties of the polyethylene, the tubes, foils or bags may stick slightly without any material defects, especially if the goods have been stored for too long in a packaged state or in damp rooms. Such a phenomenon does not justify the assertion of claims for defects.
In all cases, including free delivery, the shipping risk is transferred to the purchaser when the goods leave our factory. The weights and quantities determined in our factory are decisive for the calculation. Damage and losses that occur during transport are at the expense of the customer. At the request of the customer, we are ready to insure the transport risk. The resulting costs are borne by the customer.
7. Delay in delivery and prevention of delivery
Events of force majeure and operational disruptions, regardless of whether they are due to a lack of raw or operating material, strike or lockout, mobilization, war, blockage of traffic routes or other causes outside of our risk sphere, entitle us to either request a corresponding extension of the delivery time or from To withdraw from the delivery contract in whole or in part. This does not give rise to a claim for compensation on the part of the buyer. We can only refer to these regulations if, in the circumstances of the individual case, we could not avert the hindering events with reasonable care and the customer was immediately informed of the facts.
8. Liability for defects, limitation of liability
In the case of justified and timely notification of defects (Section 377 of the German Commercial Code), the defective items will be taken back, a replacement delivery free of charge or – at our option – the removal of the defects. The deadline is one week from receipt of the delivery, in the case of hidden defects one week after their discovery. The defects must be reported in writing; timely dispatch is sufficient to meet the deadline. Further claims for defects by the purchaser can only be asserted if at least two attempts at rectification or subsequent delivery have failed. Liability is limited to the material value of the goods delivered; no liability is accepted for consequential damage. Claims for damages by the customer due to delayed or otherwise non-contractual performance are excluded, unless there is intent or gross negligence and no essential contractual obligation has been breached. If an essential contractual obligation is breached due to simple negligence, the purchaser’s claim for damages is limited to the typically foreseeable damage. Compensation for loss of production and / or loss of profit is excluded in this case. This limitation of liability applies accordingly to our vicarious agents. Liability for injury to life, body and health remains fundamentally unaffected. The customer’s right of withdrawal due to the above-mentioned facts remains unaffected, but requires default and a written threat from the customer that the contractual relationship is not to be continued after the set period has expired. The above regulations do not affect the applicability of the Product Liability Act. We do not give any guarantees in the legal sense, unless this is expressly agreed in writing. Manufacturer guarantees remain unaffected.
Mesh boxes and Euro pallets remain our property. If there is no return, the replacement value will be charged. The normal packaging, as stated in our offers, is included in the purchase price. Special packaging requests will be taken into account if possible and charged at cost price. The customer will dispose of other packaging materials at his own expense; we will not take them back.
Unless otherwise agreed in writing, our prices apply plus statutory value added tax. If no fixed price agreement has been made, we reserve the right to make reasonable price changes due to changed wage, material or sales costs for orders placed later than two months after the conclusion of the contract, provided that the costs we incur deviate by more than 5% from the procurement costs on which the contract was concluded.
Such circumstances and the resulting price changes must be reported to the customer immediately.
Our invoices are payable within 10 days of the date of issue without deduction, unless otherwise agreed in writing. Agreed discounts for cash payments are only permitted if the invoice amount is available to us within the specified period. In the event of default in payment by the customer, we shall charge interest at least 8% pa above the base rate in accordance with § 247 BGB. This does not exclude the assertion of any further damage. Offsetting the customer with counterclaims or the assertion of rights of retention or the right to refuse performance by the customer is only permitted on the basis of recognized or legally established claims
12. Retention of title
The delivered goods remain our property until the purchase price has been paid in full. Furthermore, we reserve title to the goods until all claims from the current business relationship or an existing current account have been settled in full. The customer must immediately notify us of access by third parties (e.g. by way of foreclosure) to the goods delivered under retention of title and to do everything reasonable to prevent such access – except in the context of resale. He must treat the goods with care and insure them appropriately. All claims from a resale of the goods are deemed to have been assigned to us until final payment has been made (extended retention of title). The assignment is already now accepted by us. The customer remains authorized to collect the claim until further notice. In the event that the goods subject to retention of title are resold on credit, the customer must protect our rights by providing appropriate securities. Upon request, he has to prove to us the whereabouts of the goods as well as the name and address of his buyer and provide a copy of the corresponding order, the delivery note and the invoice. The customer is obliged to inform his customers of the continuing retention of title.
13. Place of jurisdiction and performance
The place of fulfillment for delivery, service and payment is 35688 Dillenburg.
The place of jurisdiction – as far as this is permissible – is also agreed to be 35688 Dillenburg.
14. Final provisions
German law applies exclusively to the legal relationships between the parties, excluding the UN Convention on Contracts for the International Sale of Goods. There are no side agreements to this contract. Changes or additions to this contract must be made in writing or confirmed in writing to be effective. The ineffectiveness of one or more provisions of these conditions does not affect the effectiveness of these conditions and the contract.
As of May 4th, 2018