GENERAL TERMS AND CONDITIONS OF SALE
1. Scope
These terms and conditions of sale apply exclusively to businesses, legal entities under public law, or special public law assets as defined in Section 310, Paragraph 1 of the German Civil Code (BGB). We only acknowledge any opposing or differing conditions from the purchaser if we have explicitly agreed to their validity in writing.
These sales, delivery, and payment terms also apply to all future transactions with the purchaser, provided they are of a similar nature. Diverging terms of the purchaser are only binding for us if we explicitly acknowledge them in writing for the specific transaction. The same applies to trade practices and industry customs. If no written acknowledgment of differing terms from the purchaser is made, they will not become part of the contract, even if we do not explicitly object to them.
In individual cases, personal agreements with the buyer (including side agreements, supplements, and amendments) take precedence over these sales terms. The content of such agreements is, subject to proof to the contrary, determined by a written contract or our written confirmation.
The general terms and conditions particularly apply to contracts for the sale of movable goods as well as their production, regardless of whether we manufacture the goods ourselves or order them from suppliers.
2. Offer and Conclusion of Contract
If an order is considered an offer according to Section 145 of the German Civil Code (BGB), we can accept it within two weeks. Agreements and contracts only become effective upon our written confirmation.
Our deliveries and services are provided at the prices and terms stated in the written order confirmation and in accordance with the price list valid at the time of the contract. In case of doubt, the written order confirmation takes precedence. Unless otherwise agreed in individual cases, prices are understood to be ex-works, excluding discounts and deductions, plus VAT.
Our specifications regarding the object of delivery or service (e.g., weights, dimensions, utility values, load capacity, tolerances, and technical data), as well as our representations (e.g., drawings and illustrations), are only binding if the usability for the contractually assumed purpose requires exact conformity. They are not guaranteed characteristics but rather descriptions or identifications of the delivery or service. Customary deviations and deviations resulting from legal requirements or technical improvements are permissible as long as they do not impair the usability for the contractually intended purpose.
3. Provided Documents
We reserve ownership and copyright over all documents provided to the purchaser in connection with the order – including electronic formats – such as calculations, drawings, etc.
These documents may not be made accessible to third parties unless we explicitly grant the purchaser our written consent. If we do not accept the purchaser’s offer within the period specified in Section II, these documents must be returned to us immediately.
4. Prices and Payment
Unless otherwise agreed in writing, our prices are ex-works, exclusive of packaging and VAT at the applicable rate. These prices/list prices are understood to be net per unit/pair or billing unit. Packaging costs will be invoiced separately.
The statutory VAT is not included in our prices; it will be shown separately on the invoice at the statutory rate on the date of invoicing.
Payment of the purchase price must be made exclusively to the account specified on the reverse side. A discount is only permitted with a special written agreement.
Unless otherwise agreed, the purchase price is due for payment within 10 days with a 2% discount or within 30 days net (without deduction) from the invoice date. Interest on late payments will be charged at 10.50% above the respective base interest rate per annum. We reserve the right to claim higher damages for default.
We also reserve the right to make deliveries only against prepayment. Agreed discounts require that any possible current account balance is settled, and there are no outstanding claims from previous deliveries against the purchaser.
In the absence of a fixed price agreement, we reserve the right to adjust prices due to changes in labor, material, and distribution costs for deliveries that occur 3 months or more after the conclusion of the contract.
Invoices are considered paid only when settled with the issuer specified on the invoice or with our employees authorized to collect payments.
We reserve the right to revoke granted payment terms and credit limits at any time without giving reasons.
If the purchaser is in default or if we become aware of a significant deterioration in their financial situation, we are entitled to immediately suspend deliveries, refuse to fulfill ongoing contracts, and demand immediate payment of all claims arising from the business relationship. Under such circumstances, we may also demand advance payments or security deposits for all ongoing transactions.
5. Right of Retention
The purchaser is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.
6. Delivery and Delivery Time
Deliveries are made ex-works, including packaging. For orders under EUR 500 net, we charge a flat packaging/shipping fee of EUR 6.95 per shipment (Germany).
The stated delivery times are always non-binding unless expressly agreed otherwise. If shipment is agreed upon, delivery deadlines and dates refer to the time of handover to the carrier, freight forwarder, or other third parties entrusted with transport.
Fixed dates require an explicit written special agreement, where each delivery date is confirmed by us as a fixed date
Delivery delays due to force majeure or unforeseen events beyond our control, such as operational disruptions, strikes, lockouts, government orders, subsequent loss of export and import opportunities, as well as our self-supply reservation, release us from the obligation to meet agreed delivery times for the duration and extent of their impact. If such events significantly hinder or make delivery or service impossible and the hindrance is not of a temporary nature, we are entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or service periods will be extended, or the delivery or service dates will be postponed by the duration of the hindrance plus a reasonable start-up period.
If an agreed delivery time is exceeded without a delivery obstacle as described in section 4, the purchaser must grant us a precise additional period of at least two weeks in writing. If we fail to meet this additional deadline due to our fault, the purchaser is entitled to withdraw from the contract but not to claim damages for non-performance or delay unless we are guilty of intent or gross negligence.
The commencement of the delivery period stated by us assumes the timely and proper fulfillment of the purchaser’s obligations. The defense of non-performance of the contract remains reserved.
If the purchaser defaults on acceptance or culpably breaches other cooperation obligations, we are entitled to demand compensation for the resulting damage, including any additional expenses. Further claims remain reserved. If these conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods passes to the purchaser at the time they fall into acceptance or debtor default.
In the case of goods ordered according to customer specifications (e.g., with company emblems, custom-made products, product and name labels, or similar items), the purchaser is obligated to fully accept all ordered and/or in-stock and/or in-production parts, provided these parts were legally procured and/or ordered by us for the purpose of fulfilling the contract with the purchaser. Semi-finished parts and ingredients needed for the production of custom items may also be used for acceptance. The acceptance obligation is limited to the purchaser's semi-annual needs. Additionally, we retain all legal rights without limitation.
In the event of a delivery delay not caused by intent or gross negligence on our part, we are liable for each completed week of delay with a flat-rate compensation of 1% of the delivery value, but no more than 10% of the delivery value.
Further statutory claims and rights of the purchaser due to a delivery delay remain unaffected.
If the conclusion of call-off, successive, and framework agreements with longer durations for goods/raw materials is required, the purchaser grants us a six-month disposition and storage preparation period.
Special conditions for plastic products: Buyer and seller are subject to the GKV Testing and Evaluation Clause of 1959 for (high-pressure) polyethylene films and products made from them, established by the Packaging and Coatings Association within the GKV on October 7, 1959, with the following tolerance requirements: permissible tolerances should be: length and width 5%, thicknesses up to 0.04 mm = 25%, over 0.04 mm = 20%, but at least 5/1000. In the production of bags and similar products, the occurrence of a relatively small number of defective items is technically unavoidable, and a proportion of up to 2% of the total quantity is not objectionable, regardless of whether the defect lies in processing or printing. Count discrepancy – tolerance +/- 3%.
7. Transfer of Risk in Case of Shipment
If the goods are shipped to the purchaser at their request, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser upon dispatch, or at the latest when the goods leave the factory/warehouse. This applies regardless of whether the shipment is made from the place of performance or who bears the freight costs.
Transport insurance will only be arranged upon the purchaser's instruction and at their expense for orders exceeding EUR 500 net.
Current prices for national transport insurance:
– EUR 6.00 for goods valued up to EUR 2,500.00
– EUR 18.00 for goods valued up to EUR 25,000.00
Current prices for international transport insurance:
– EUR 10.00 for goods valued up to EUR 2,500.00
– EUR 50.00 for goods valued up to EUR 25,000.00
If the goods are returned to us after successful delivery, a new delivery will only be made once the costs of the failed delivery have been paid.
8. Retention of Title
We retain ownership of the delivered goods until all claims arising from the supply contract have been paid in full. This also applies to all future deliveries, even if we do not expressly refer to this. We are entitled to reclaim the goods if the purchaser behaves contrary to the contract.
The purchaser is obliged, as long as ownership has not yet been transferred to them, to handle the goods with care. In particular, they must adequately insure the goods at their own expense against theft, fire, and water damage at replacement value. Until ownership has passed to the purchaser, they must notify us in writing immediately if the delivered item is seized or subject to other third-party interference. If the third party is unable to reimburse us for the legal and out-of-court costs of a lawsuit according to Section 771 of the German Code of Civil Procedure (ZPO), the purchaser is liable for the loss incurred by us.
The purchaser is entitled to resell the goods in the ordinary course of business. The purchaser hereby assigns to us all claims arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the goods have been resold without or after processing. The purchaser remains authorized to collect the claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser fulfills their payment obligations from the collected proceeds, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been made or there is no suspension of payments.
The processing or transformation of the goods by the purchaser is always carried out in our name and on our behalf. In this case, the purchaser’s expectant right to the goods continues with the transformed item. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our goods to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing is done in such a way that the purchaser's item is to be regarded as the main item, it is agreed that the purchaser transfers co-ownership to us on a pro-rata basis and holds the sole ownership or co-ownership in safe custody for us. The purchaser is not entitled to pledge or assign the goods as security. They must immediately notify us in writing of any third-party access to the goods subject to retention of title or to the claims assigned to us and assist us in every possible way with any intervention.
We undertake to release the securities to which we are entitled at the request of the purchaser, insofar as their value exceeds the claims to be secured by more than 20%.
Gewährleistung und Mängelrüge sowie Rückgriff/Herstellerregress Gewährleistungsrechte des Bestellers setzen voraus, dass dieser Seinen nach Paragraf 377 HGB geschuldeten Untersuchungs- und Rügeobliegenheiten ordnungsgemäß nachgekommen ist.
Warranty and Defect Claims, as well as Manufacturer Recourse. Warranty rights of the purchaser require that they have properly fulfilled their obligations to inspect and notify defects in accordance with Section 377 of the German Commercial Code (HGB).
Claims for defects expire 12 months after the goods we delivered have been received by our purchaser. For claims for damages due to intent or gross negligence, as well as for injury to life, body, or health, which are based on an intentional or negligent breach of duty by the user, the statutory limitation period applies. Before returning any goods, our consent must be obtained.
Should the delivered goods show a defect, despite all due care, which already existed at the time of the transfer of risk, we will, at our discretion and subject to timely notification of defects, either repair the goods or deliver a replacement. The purchaser must always give us the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by this sole regulation.
If the supplementary performance fails, the purchaser may – without prejudice to any claims for damages – withdraw from the contract or reduce the payment.
The products or their processing are largely natural products. Naturally occurring tolerances in color, thickness, shape, quality, lightfastness, weight, and design do not justify a proper notification of defects. Many products are consumable items that, depending on the purchaser’s or user’s use, may be consumed quickly within a few days and are also not eligible for a complaint.
There are no claims for defects in the case of minor deviations from the agreed condition, in the case of minor impairment of usability, in the case of natural wear and tear or damage occurring after the transfer of risk as a result of improper or negligent handling, excessive stress, unsuitable operating materials, defective construction work, unsuitable building ground, or due to special external influences that are not required under the contract. If improper repair work or changes are made by the purchaser or third parties, no claims for defects exist for these or the resulting consequences.
Claims of the purchaser for the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, including any removal and installation costs, are excluded, insofar as they arise because the goods delivered by us have subsequently been moved to a location other than the purchaser’s branch, unless the transfer corresponds to their intended use.
Recourse claims of the purchaser against us exist only insofar as the purchaser has not made any agreements with their customer that go beyond the mandatory claims for defects. For the scope of the purchaser’s recourse claim against the supplier, paragraph 6 applies accordingly.
9. Liability for Damages Due to Fault/Cancellation of Orders
Our liability for damages, regardless of the legal basis, is limited in accordance with this clause, provided that liability depends on fault.
We are not liable for simple negligence by our executives, legal representatives, employees, or other vicarious agents, unless it concerns a breach of essential contractual obligations. Essential contractual obligations are those whose fulfillment is crucial for the proper execution of the contract and on which the customer regularly relies.
To the extent that we are liable for damages under Section 2, this liability is limited to damages that we could foresee as a possible consequence of a breach of contract at the time the contract was concluded, or which we should have foreseen by exercising ordinary care. Indirect damages and consequential damages resulting from defects in the delivered goods are also only compensable if such damages were reasonably foreseeable with the intended use of the goods.
The above exclusions and limitations of liability apply equally in favor of our executives, legal representatives, and employees.
These limitations do not apply to our liability for intentional conduct, for guaranteed product characteristics, for injury to life, body, or health, or under the Product Liability Act.
If the customer unjustifiably refuses to accept standard goods or withdraws from the contract, we are entitled, without providing proof, to claim damages for non-performance amounting to 25% of the agreed order value. The customer has the right to prove that a lesser or no damage was incurred. We reserve the right to claim further damages or to exercise other legally provided rights (such as fulfillment, etc.).
If an order for custom-made goods is prematurely terminated by the customer in accordance with Section 649 of the German Civil Code (BGB), we are entitled, without providing proof, to claim 25% of the agreed remuneration (before production begins) or 80% (after production begins) as a flat compensation. The customer retains the right to prove a lower compensation claim according to Section 649 BGB. We also reserve all other legally provided rights, particularly the right to claim the agreed remuneration under Section 649 BGB.
10. Customs Clearance
If deliveries are made at the customer's request without customs clearance, the customer is liable to us for any subsequent claims made by the customs authorities.
11. Data Protection
The customer agrees that their data required for order processing will be processed within our company using automated data processing systems in accordance with the German Federal Data Protection Act (BDSG). We guarantee that the customer's data will only be used in connection with this purpose. Further details are specified in our privacy policy, which can be viewed on our company website..
12. Miscellaneous
DThis contract and all legal relations between the parties are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and the exclusive jurisdiction for all disputes arising from this contract is our business headquarters, unless otherwise specified in the order confirmation.
All agreements made between the parties for the execution of this contract are documented in writing in this contract.
If any provision of these terms and conditions is or becomes invalid, the validity of all other provisions and agreements shall remain unaffected.
Current version of the GTC: May 19, 2021