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General terms and conditions for contracts with business customers

§1 General points, scope

1. The general terms and conditions of business apply to all business relations, deliveries and services between Poly-Pack Verpackungs-GmbH & Co. KG – hereafter referred to as the Seller – and business customers.

2. In the event that the term “Purchaser” is used in the terms and conditions then this refers hereafter exclusively to business customers.

3. Divergent, contrary or supplementary general terms and conditions shall not become part of the contract even if they are known, unless the Seller expressly agrees that they shall apply.

§2 Place of fulfilment and jurisdiction

1. The Seller’s head office shall be the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, provided that the Purchaser is a trader, a legal entity under the public law or a special fund under the public law.

2. The place of fulfilment for all delivery commitments by the Seller and for all payment and other contractual obligations of both parties is Iserlohn, provided that the relevant contracts are entered into with traders.

§3 Quotes and formation of the contract

The Seller’s quotes are subject to confirmation. These shall only be deemed to have been accepted once confirmed in writing by the Seller. Side agreements shall also only be valid if they are confirmed in writing.

§4 Delivery periods

1. Delivery complications which arise as a result of unforeseeable difficulties such as interruptions to business operations, war, strikes, lockouts, transportation difficulties, bans on imports and exports, lack of raw materials and energy and official actions along with force majeure of any kind shall permit the Seller to extend the delivery period accordingly or to cancel the delivery obligations in whole or in part if required under the circumstances. The Purchaser shall not be entitled to any claims for compensation as a result of these actions.

2. The delivery period shall begin following complete clarification of the order and following receipt of the documentation required for order execution.

3. Statements on delivery periods shall be considered to be expected delivery periods.

§5 Payments

Any assertion of rights to withhold payment or to offset against counter-claims is excluded, unless these are undisputed or have been determined with the force of law.

§6 Retention of title

1. The Seller shall retain title to all goods delivered by the Seller until payment in full of all claims from the business relationship, including all ancillary claims and until all cheques provided in advance have been cleared, and the Seller may take such goods back after withdrawing from the contract in the event of default of payment. The act of taking back the goods shall constitute the declaration of withdrawal from the contract.

2. The Purchaser is not entitled to mortgage the goods subject to retention of title or to assign them as collateral to third parties up until this point in time. It may only resell or process them within the framework of its ongoing business operations. The Purchaser undertakes to notify the Seller without delay of any seizure of the goods subject to the retention of title by third parties. The retention of title shall also relate to the new goods arising as a result of the processing activities. In the event that the goods are resold then all outstanding claims shall be considered to have been assigned to the Seller at the invoice amount. No separate declaration of assignment shall be required. The Seller accepts the assignment. The Purchaser must notify its own customers of the assignments once it is in default of payment and must provide any required information and documentation to the Seller.

3. Following a request from the Purchaser the Seller undertakes to reassign collateral once the value of the collateral exceeds the claims against the Purchaser by more than 20%.

§7 Order execution

1. Orders will be delivered of a standard commercial quality in accordance with state-of-the-art technology.
Minor differences and discrepancies related to the goods and their colour, transparency of the film, quality, equipment or appearance along with minor discrepancies related to the colour shades, print settings and the printing shall be permitted, including within the same delivery.

2. Excess or short deliveries of up to 10% either way for production reasons shall be permitted without regard to the quantities of goods determined in the contract. In this event the purchase price to be paid shall be calculated in accordance with the quantity that has actually been delivered.

3. The standard commercial tolerances shall apply in relation to the width and length as well as to fluctuations in thickness and weight.

4. The Seller rejects any guarantee related to the suitability of its products for a particular usage purpose or to the compatibility of its items with the goods packaged therein.

5. The Seller accepts no responsibility for light and UV-resistance of the films or for adhesion and resistance to light of the colours. The Seller reserves the right to minor deviations in colour from the templates sent.

6. For its part the Purchaser shall be responsible and liable for the fact the trademarks, design of the goods, advertising texts, etc. ordered by it do not breach third-party rights.  The Seller shall not carry out any verifications in this regard.

§8 Complaints/warranty

1. The Purchaser must provide written notification of obvious defects within a period of 2 weeks following receipt of the goods, otherwise any claims under warranty shall be excluded.

2. If the complaints do transpire to be justified then the Seller shall be entitled to take the goods back in return for a credit note with no replacement delivery provided or to provide a replacement provided that the defective goods are returned. The Purchaser shall have no right to a reduction in the price.

3. Replacements or a credit note may only be provided for goods which have been returned. The appropriate use of the packaging materials and items supplied by the Seller is exclusively a matter for the Purchaser. No liability is assumed by the Seller in this regard.

4. There shall be no right to submit a complaint for the entire delivery in the event of defects related to a part of the goods. Goods which are the subject of a complaint shall normally be collected by our own trucks from the Purchaser’s premises. Any costs for other types of return not agreed in writing shall be borne by the Purchaser.

§9 Limitations of liability

Except in the case of damage arising from injury to life, limb or health, the Seller shall only be liable within the scope of contractual guarantees for wilful intent and gross negligence (including wilful intent and gross negligence on the part of its representatives and vicarious agents). Liability for simple or slight negligence is excluded, unless this relates to the breach of an obligation which is essential to the contract pursuant to the case law of the German Federal Court of Justice. Unless the aforementioned exclusion of liability on account of the breach of an obligation which is essential to the contract applies, then the Seller shall only be liable for damage which is foreseeable and is typical for the contract. Any further claims by the Purchaser shall be excluded. The aforementioned limitations or exclusions of liability shall not apply to pre-contractual duties to provide notification and information.
The aforementioned limitations of liability shall also apply outside of the liability for defects for tortious claims.

§10 Special agreements

Special agreements which may arise on account of the relevant applicable packaging regulations must be agreed individually in writing between the customer and the supplier.

§11 Choice of law and final provisions

1. The entire legal relationship between the Purchaser and Seller shall be governed by German law to the exclusion of the United Nations Convention on the International Sale of Goods.

2. In the event that individual provisions of the contract with the Purchaser including these general terms and conditions are or become ineffective in whole or in part, then this shall not affect the validity of the remaining provisions. The regulation which is ineffective in whole or in part should be replaced by a regulation, the economic success of which comes as close as possible to the ineffective regulation, unless the law provides for regulation in the relevant area.