Terms of sale, delivery and payment
All deliveries, services and offers are made exclusively on the basis of the following terms and conditions:
They also apply to all future terms and conditions, even if not expressly agreed upon again. The terms and conditions shall be deemed to have been agreed if the Buyer does not object to them immediately after actually or potentially taking note of the information and at the latest when the goods are delivered. Provided that the Buyer has previously had at least the possibility of taking note, the conditions shall be deemed to have been accepted at the latest upon receipt of the goods or services.
Contradictory confirmations of the Buyer with reference to its terms of business or purchase are hereby contradicted.
Deviations from these Terms and Conditions shall only be effective if confirmed in writing by the Seller.
All offers are subject to change. To be effective, a contractual relationship must be confirmed in writing. Supplementary and oral agreements concluded with us or our representatives will only be accepted if confirmed in writing. Drawings, samples and documents remain our property and may not be made available to third parties.
If delivery periods or the contract duration are exceeded or if wages, prices for raw materials, consumables or equipment have increased since the date of confirmation, we reserve the right to adjust the price or withdraw from the contract.
The Buyer shall reimburse any and all costs incurred because of changes requested or becoming necessary later. The Buyer shall remunerate all overtime, Sunday, holiday or night work it may request. The customer shall bear the costs of tooling, formatting, printing as well as illustrating and typesetting. If the order process is interrupted for reasons that we are not responsible for, or if a scheduled start of the order is made impossible, downtime shall be borne by the orderer.
All prices are net prices exclusive of statutory value added tax.
We reserve the right to charge extra if prices and procurement opportunities for raw and auxiliary materials change after the submission of tenders or the placing of orders.
If the order handling is delayed due to circumstances beyond our control, we reserve the right to charge the local fees for machine provisioning, storage of bulk material, fillers, sheathing and packaging materials.
If semi-finished goods are not supplied on pallets, we may invoice the local costs of unloading and palletizing for storage.
If a new administrative or legal regulation takes effect or an existing one is amended after submission of a bid, we shall be entitled either to withdraw from the order or to pass on the additional costs to the extent they affect the order.
4. Delivery times, transfer of risk, delivery, receipt
We specify approximate delivery times and quantities only. Force majeure, disturbances in our own or a supplier’s works or other circumstances beyond our control will reasonably extend the agreed deadlines. In such cases, a claim for damages by the client is excluded.
Delivery periods will not commence until all technical and commercial issues have been clarified and the agreed payments made.
We shall be allowed to suspend order handling if, in the course of order execution, any bulk or packaging material is found to be unsuitable for packaging as ordered. If so, we will immediately inform the client and postpone further execution until a final decision is taken.
Orders continued after an interruption shall not be subject to the deadlines originally agreed.
If samples are made before the order is placed, the bulk and packaging materials supplied under the order shall conform to the samples.
The risk shall pass to the Buyer when the goods are dispatched or handed over to a forwarder at the latest. If the Seller carries out the transport, the risk shall pass to the Buyer as soon as the goods leave the Seller's premises. This also applies if partial deliveries are made or the Seller has accepted to bear the costs of other services such as dispatch or transport.
The Seller will insure the shipment against theft, transport, fire and water damage if so requested by the Buyer and at the Buyer’s sole expense.
If a despatch is delayed for reasons under the Buyer’s control, the risk shall pass to the Buyer on the date of readiness for despatch. However, upon the Buyer's request and at its sole expense, the Seller shall try to take out the insurance requested by the Buyer.
The Buyer shall be obliged to note down any transport damage on the consignment note and to immediately notify the Seller thereof.
For production reasons, we reserve the right to make partial deliveries within the handling period.
The delivery volume is based on the trade’s customary excess or short deliveries of upstream paper, cardboard, aluminium, plastic film etc. suppliers. If insufficient bulk material is received to process the scheduled sheathing materials, the remaining quantity will be delivered to the customer at net cost with the last delivery.
If no tolerances have been agreed for the units to be filled or packaged, dosing shall allow the normal tolerances of the dosing device used when operated properly.
5. Terms of payment
Our invoices are payable "immediately net cash after receipt".
Bills of exchange and cheques will be accepted as a means of payment only. Payment by bill of exchange requires a prior dedicated agreement. Costs of discounting bills and cashing cheques shall be borne by the Buyer. Notices of defect or an interruption of order handling according to section 4 above (delays in delivery for reasons beyond our control) or counterclaims shall not affect the Buyer’s obligation to pay. Any right of retention and set-off against our payment claim is excluded. In case section 2,3 applies, we are entitled to demand reasonable partial payments.
In case of late payment, default interest will be calculated at the cost of taking credit from financial institutions, at least 2% above the competent state bank’s discount rate.
The retention of security amounts requires our express consent at the time of signing the contract. If the agreed retention is a binding commitment, the Buyer already allows us to replace the amount retained by a guarantee of our house bank.
If, after signing the contract, we become aware of circumstances which are likely to reduce the creditworthiness of the Buyer or if the agreed payments are not made, we shall be entitled: to assert the immediate maturity of all our claims against the Buyer including any accepted bills; to withdraw from the contract if payment has not been made after a reasonable grace period and to claim for damages for non-performance; to make outstanding deliveries only against advance payment.
Despite any provisions of the seller to the contrary, the Seller is entitled to credit payments against outstanding older claims. If costs and/or interest have already been incurred, the Seller may credit the payment first against the costs, then against the interest and last to the main service.
We shall be liable for bulk, packaging and other materials supplied only if within the scope of the services of our insurance companies. This also applies to damage caused by or as a result of the processing of materials. The Buyer shall be liable for all damages arising without our fault from the nature of the materials handed over to us.
The Buyer is obliged to notify us of materials are dangerous in themselves or become dangerous during packaging.
We accept no liability for reactions between packaging and bulk material. The Buyer is solely responsible for the design, dimensions and labelling of the packaging and any package inserts.
Consequential damage caused by a positive violation of a contractual duty, fault in the conclusion of the contract or by unlawful acts may be claimed from neither the Seller nor its vicarious agents, unless such damage was caused intentionally or by gross negligence. This does not apply to claims for damages arising from properties guaranteed to protect the Buyer against the risk of consequential damage.
Only the Buyer may raise otherwise non-assignable warranty claims against the Seller.
If the goods delivered are still used despite a reported defect and therefore cause further damage, the warranty shall only apply to the original defect.
Notices of defect must be sent in writing within 5 days of receipt of the materials we packed and before the date of any transfer. Complaints about packaging materials made by us or third parties will only be accepted if there was a reasonable due diligence obligation and if there were technical or practical options for examining them. In the case of accepted complaints, we are obliged to replace the disputed packaging. Further claims against us are excluded. Returns, even of accepted complaints, with our prior consent only, otherwise all costs shall be borne by the Buyer.
Owing to the processing of the materials to be packaged, a loss of bulk and other materials is unavoidable, even though we try to minimise them. While our loss and tolerance details are based on experience, they must not be construed as compulsory. Upon request, we will tell you predictable loss rates and fill tolerances.
Designs of special packaging shapes as well as the costs for tools and shaped parts remain our property and are thus invoiced to some extent only. No third-party use of our designs without our consent.
In the case of deliveries made according to the Buyer’s drawings, models, patterns or other details, the Buyer will warrant that we will not infringe any intellectual property rights of third parties. The Buyer shall pay for all damages caused us by violating any such intellectual property rights.
Orders we declare to be ready for delivery shall be accepted within 14 days. Times in excess of 14 days shall entitle us to charge customary local storage rates. We may also charge such storage rates for materials we have to keep for more than 4 weeks after receipt, provided that the reason for keeping them is beyond our control. All storage charges are invoiced per the beginning of every calendar month.
The place of performance of the contract and any bills and cheques.
Venue: 61169 Friedberg/Hesse, Germany.
Foreign transactions are solely subject to German law.
8. Final provisions
If any provision in these Terms and Conditions or any provision in other agreements is or becomes invalid, this shall not affect the validity of any other provision or agreement.