§ 1 General
(1) The sales and delivery conditions of PAPACKS Sales GmbH, which the buyer expressly accepts upon receipt of the order confirmation, apply exclusively to all deliveries. Deviating conditions of purchase of the buyer are not binding for PAPACKS Sales GmbH, even if PAPACKS Sales GmbH does not expressly contradict them in writing.
(2) Deviations from these terms and conditions are only effective if PAPACKS Sales GmbH expressly confirms them to the buyer in writing. However, such changes only relate to the respective order; they have no retroactive effect and do not apply to further orders and deliveries, unless these changes have been confirmed again in writing by PAPACKS Sales GmbH.
(3) The goods manufactured by PAPACKS Sales GmbH meet the requirements of the Consumer Goods Ordinance of April 10.04.1992, XNUMX in the currently valid version. The relevant declarations of clearance under food law are available in the current version for all products and will be handed over to the buyer on request.
§ 2 Offers, deliveries, force majeure, withdrawal
(1) All offers from PAPACKS Sales GmbH are always and in all parts non-binding and non-binding. Declarations of acceptance and all orders require express written confirmation from PAPACKS Sales GmbH to be legally effective. The same applies to supplements, modifications or subsidiary agreements.
(2) Shapes, dimensions, weights or other performance data are only binding for PAPACKS Sales GmbH if these properties are expressly agreed in writing.
(3) Sales employees of PAPACKS Sales GmbH are not authorized to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract.
(4) Delivery dates or delivery periods, which can be agreed as binding or non-binding, must be submitted in writing. Delivery periods begin with the conclusion of the contract, unless otherwise contractually agreed. If changes to the contract are subsequently agreed, a new delivery date or delivery period must be agreed at the same time, if necessary.
(5) The delivery deadlines are automatically extended in the event of unforeseen obstacles that lie outside the sphere of influence of PAPACKS Sales GmbH or have occurred with sub-suppliers, provided that such an obstacle can be shown to have a significant influence on the delivery.
(6) Delivery and service delays due to force majeure and due to events that make delivery significantly more difficult or impossible for PAPACKS Sales GmbH - this also includes subsequent material procurement difficulties, operational disruptions, strikes, lockouts, official requirements, etc., even if they are at Suppliers of PAPACKS Sales GmbH or their sub-suppliers enter - PAPACKS Sales GmbH is not responsible even for bindingly agreed deadlines and dates. You authorize PAPACKS Sales GmbH to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time - also in the case of (relative) firm deals - or to withdraw from the contract in whole or in part because of the not yet fulfilled part. The rights from the following paragraph (8) remain unaffected.
(7) PAPACKS Sales GmbH is entitled to reasonable partial deliveries and reasonable partial services at any time.
(8) PAPACKS Sales GmbH is entitled to withdraw from the contract if, despite the conclusion of a corresponding purchase contract, it does not receive the delivery item or does not receive it on time; the responsibility of PAPACKS Sales GmbH for intent or negligence remains unaffected in accordance with § 5 of these conditions. PAPACKS Sales GmbH will immediately inform the buyer that the delivery item is not available on time and, if PAPACKS Sales GmbH wishes to withdraw, exercise the right of withdrawal immediately; In the event of withdrawal, PAPACKS Sales GmbH will immediately reimburse the corresponding consideration. The rights according to the previous paragraph (6) remain unaffected.
§ 3 transfer of risk
(1) The risk passes to the buyer as soon as the delivery of goods has been handed over to the person carrying out the transport or has left the warehouse of PAPACKS Sales GmbH for the purpose of dispatch. (2) If dispatch becomes impossible through no fault of PAPACKS Sales GmbH, the risk is transferred to the buyer upon notification of readiness for dispatch.
§ 4 Liability for Defects, Notification of Defects, Consequential Damage
(1) In the event of a justified notice of defects, PAPACKS Sales GmbH will deliver a replacement or make improvements at its own discretion. The buyer is obliged to give PAPACKS Sales GmbH the opportunity to rectify the defect or deliver a replacement within normal working hours within a reasonable period of time after prior agreement. Multiple exchanges or multiple improvements are permitted.
(2) The buyer must examine the goods immediately upon receipt and notify PAPACKS Sales GmbH in writing of any recognizable defects as well as any shortages immediately, at the latest within one week of receipt of the goods; To meet the deadline, it is sufficient to send the notification within the deadline. The defects are to be described in as much detail as possible for the buyer. If the buyer fails to provide this written notification, the goods are deemed approved. If such a defect appears later, it must be reported in writing immediately after discovery, otherwise the goods shall be deemed approved after one week at the latest, even with regard to this defect.
(3) Without prejudice to further claims by PAPACKS Sales GmbH, in the event of an unjustified notification of defects, the buyer must reimburse PAPACKS Sales GmbH for the expenses for checking and - if requested - for remedying the condition reported as a defect.
(4) The customer's obligation to examine and notify shall also apply if goods other than the goods ordered or a different quantity of goods than the ordered goods have been delivered, provided that the goods delivered do not obviously deviate from the order so significantly that the company does PAPACKS Sales GmbH had to consider the approval of the buyer as excluded.
(5) The buyer is not entitled to assert claims and rights due to defects if he has not made due payments and insofar as the amount due (including any payments made) is in reasonable proportion to the value of the - defective - delivery stands. The liability for defects expires if the goods are not changed, treated or processed in accordance with the technical specification or improperly. (The technical specifications must be requested separately for each product). The buyer is not entitled to return items without prior agreement with PAPACKS Sales GmbH. Returns that have been made despite this will not be accepted by PAPACKS Sales GmbH. Returns are to be loaded carriage paid.
(6) Any statutory warranty claims against PAPACKS Sales GmbH are only available to the direct buyer and are not transferable.
§ 5 Limitation of Liability
(1) PAPACKS Sales GmbH is liable for intent and gross negligence in accordance with the statutory provisions. In the case of gross negligence on the part of simple vicarious agents, the amount of liability is limited to the amount of the foreseeable damage, the occurrence of which must typically be expected, unless it is damage resulting from injury to life, body or health.
(2) PAPACKS Sales GmbH is only liable for slight negligence in the event of a breach of an essential contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner can regularly rely, as well as in the event of damage resulting from injury to life, body or health . In the event of a breach of essential contractual obligations and in the case of slight negligence, liability is limited to the amount of the foreseeable damage, the occurrence of which must typically be expected.
(3) Liability for defects in the case of fraudulent concealment of the defect by PAPACKS Sales GmbH or in the case of a guarantee given by PAPACKS Sales GmbH for the quality of the delivery item in accordance with the statutory provisions remains unaffected.
(4) The liability of PAPACKS Sales GmbH under the Product Liability Act remains unaffected.
(5) A change in the burden of proof to the detriment of the customer is not associated with the above regulations.
§ 6 Refusal of Acceptance
(1) If the buyer is in arrears with the acceptance of the purchase item for more than 14 days after receipt of the notification of readiness, PAPACKS Sales GmbH can set the buyer a grace period of 14 days in writing, stating that PAPACKS Sales GmbH will issue a Reject acceptance. If the grace period has expired without success, PAPACKS Sales GmbH is entitled to withdraw from the purchase contract by means of a written declaration and / or to demand compensation.
(2) It is not necessary to set a grace period if the buyer seriously and finally refuses acceptance.
(3) If PAPACKS Sales GmbH demands compensation for non-acceptance, this amounts to 15% of the purchase price. The amount of damage is to be set higher or lower if PAPACKS Sales GmbH or the buyer can prove higher or lower damage. PAPACKS Sales GmbH reserves the right to assert further claims for damages.
§ 7 prices and payments
(1) Prices are not considered to be fixed prices (flat-rate prices) unless these have been expressly agreed in writing as fixed prices. In general, orders are due at the start of the order and after order confirmation at 50% of the order amount and payable to PAPACKS Sales GmbH and the remaining 50% upon delivery of the goods to the customer. Invoices issued are payable within 10 days of the invoice date without any deduction (net cash). The acceptance of bills of exchange must in any case be agreed in advance in writing; if this is not the case, the transfer does not have any fulfilling effect. In the case of checks and bills of exchange, the buyer's debt is only deemed to have been paid upon final, unconditional redemption. Bills of exchange or discount charges are borne by the buyer.
(2) PAPACKS Sales GmbH is entitled, in spite of any provisions to the contrary by the buyer, to initially offset payments against older debts; PAPACKS Sales GmbH will inform the seller about the type of billing that has taken place. If costs and interest have already arisen, PAPACKS Sales GmbH is entitled to offset the payment first against the costs, then against the interest and finally against the main claim.
(3) A payment is only considered to have been made when PAPACKS Sales GmbH can dispose of the amount. In the case of checks, payment is only deemed to have been made when the check is cashed.
(4) If the buyer defaults on payments, PAPACKS Sales GmbH is entitled to charge default interest of 8 percentage points above the base rate applicable according to § 247 BGB. PAPACKS Sales GmbH reserves the right to request higher interest for another legal reason.
(5) If the buyer does not meet his payment obligations, or if PAPACKS Sales GmbH becomes aware of other circumstances which call the buyer's creditworthiness into question, PAPACKS Sales GmbH is entitled to call the remaining debt due, even if PAPACKS Sales GmbH checks or Accepted change. In this case, PAPACKS Sales GmbH is also entitled to request advance payments or security payments.
(6) The buyer is only entitled to offset, withhold or reduce, even if claims for defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.
§ 8 Offsetting
The buyer is only entitled to offset if the counterclaims have been legally established or are undisputed.
§ 9 Retention of title
(1) The delivery item remains the property of PAPACKS Sales GmbH until all claims against the buyer arising from the business relationship have been met.
(2) The buyer is permitted to process or transform the delivery item ("processing"). The processing is carried out for PAPACKS Sales GmbH. Insofar as PAPACKS Sales GmbH does not acquire ownership of the new goods according to the above, PAPACKS Sales GmbH and the buyer agree that the buyer PAPACKS Sales GmbH co-owns the new goods in proportion to the value (gross invoice value) of the delivery item belonging to PAPACKS Sales GmbH to that of the other processed goods at the time of processing. The preceding sentence applies accordingly in the event that the delivery item is inseparably mixed or combined with goods that do not belong to PAPACKS Sales GmbH. Insofar as PAPACKS Sales GmbH acquires ownership or co-ownership of objects according to this § 9 (retention of title), the buyer shall store them for PAPACKS Sales GmbH with the care of a prudent businessman.
(3) In the event of the sale of the delivery item or the new goods, the buyer hereby assigns his claim from the resale against his buyer with all ancillary rights to PAPACKS Sales GmbH as a precaution, without the need for further special declarations. The assignment applies including any balance claims. However, the assignment only applies to the amount corresponding to the price of the delivery item invoiced by PAPACKS Sales GmbH. The portion of the claim assigned to PAPACKS Sales GmbH is to be satisfied with priority.
(4) Until further notice, the buyer is authorized to collect the claims assigned to PAPACKS Sales GmbH in accordance with this § 9 (retention of title). The buyer will immediately forward payments made on the assigned claims up to the amount of the secured claim to PAPACKS Sales GmbH. If there are legitimate interests, in particular in the event of default in payment, suspension of payments, opening of insolvency proceedings, bill protest or justified indications of over-indebtedness or impending insolvency of the buyer, PAPACKS Sales GmbH is entitled to revoke the buyer's authority to collect. In addition, PAPACKS Sales GmbH can, after giving prior warning, disclose the assignment by way of security within a reasonable period of time, utilize the assigned claims and demand disclosure of the assignment by the buyer to the customer. (5) Upon request, the buyer must provide PAPACKS Sales GmbH with the information required to assert their rights against the customer and hand over the necessary documents. (6) During the existence of the retention of title, the buyer is prohibited from pledging or transferring ownership by way of security. In the event of seizure, confiscation or other dispositions or interventions by third parties, the buyer must inform PAPACKS Sales GmbH immediately. The resale of the delivery item or the new goods is only permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value of the delivery item is made to the buyer. The buyer must also agree with the customer that the customer will only acquire property with this payment.
(7) If the realizable value of all security interests to which PAPACKS Sales GmbH is entitled exceeds the amount of all secured claims by more than 10%, PAPACKS Sales GmbH will release a corresponding part of the security interests at the request of the buyer. It is assumed that the prerequisites of the preceding sentence are fulfilled if the estimated value of the securities to which PAPACKS Sales GmbH is entitled reaches or exceeds 150% of the value of the secured claims. PAPACKS Sales GmbH is entitled to choose between different security rights when approving.
(8) In the event of breaches of duty by the buyer, in particular in the event of default in payment, PAPACKS Sales GmbH is entitled, even without setting a deadline, to demand the surrender of the delivery item or the new goods and / or - if necessary after setting a deadline - to withdraw from the contract; the buyer is obliged to surrender. The request for the surrender of the delivery item / new goods does not constitute a declaration of withdrawal from PAPACKS Sales GmbH, unless this is expressly stated.
§ 10 Place of Performance and Jurisdiction
(1) The place of performance is Cologne.
(2) For all current and future claims from the business relationship with the buyer, including bills of exchange and checks, the exclusive place of jurisdiction is that of the headquarters of PAPACKS Sales GmbH.
§ 11 Applicable Law
(1) German law applies exclusively to the present conditions and the entire legal relationship between PAPACKS Sales GmbH and the buyer.
(2) The application of international private law and the UN sales law are expressly excluded.
§ 12 Partial Invalidity
(1) Should one or more provisions in these terms and conditions or a provision in the context of other agreements be or become ineffective, this shall not affect the validity of all other provisions or agreements.
(2) The legally ineffective provisions should then be replaced by legally valid provisions that come closest to the economically intended purpose of the legally invalid provision.