§ 1 General
(1) The terms and conditions of sale and delivery apply exclusively to all deliveries PAPACKS Sales GmbH, which the buyer expressly acknowledges upon receipt of the order confirmation. Purchase conditions of the buyer that deviate from these are valid PAPACKS Sales GmbH non-binding, even if PAPACKS Sales GmbH does not expressly contradict these in writing.
(2) Deviations from these terms and conditions are only effective if PAPACKS Sales GmbH confirmed in writing and expressly to the buyer. 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 are confirmed again in writing by PAPACKS Sales GmbH have been confirmed.
(3) The of PAPACKS Sales GmbH The goods manufactured correspond to the requirements of the Consumer Goods Ordinance of April 10.04.1992, XNUMX in the currently valid version. The relevant food safety declarations are available for all products in the current version and will be given to the buyer upon request.
§ 2 Offers, deliveries, force majeure, withdrawal
(1) All offers from PAPACKS Sales GmbH are always and in all parts non-binding and subject to change. Declarations of acceptance and all orders require express written confirmation from in order to be legally valid PAPACKS Sales GmbH. The same applies to supplements, modifications or subsidiary agreements.
(2) Forms, dimensions, weights or other performance data are for PAPACKS Sales GmbH only binding if these properties are expressly agreed in writing.
(3) Sales employees of PAPACKS Sales GmbH are not authorized to make verbal additional 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 periods are automatically extended in the event of unforeseen obstacles that are outside the sphere of influence of PAPACKS Sales GmbH or occurred at sub-suppliers, provided that such an obstacle can be proven to have a significant influence on the delivery.
(6) Delays in delivery and performance due to force majeure and due to events that PAPACKS Sales GmbH make delivery significantly more difficult or impossible - this also includes subsequent material procurement difficulties, operational disruptions, strikes, lockouts, official requirements, etc., even if they occur at suppliers of PAPACKS Sales GmbH or whose sub-suppliers enter – has PAPACKS Sales GmbH not responsible even for bindingly agreed deadlines and dates. They entitle PAPACKS Sales GmbH to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time - even in the case of (relative) fixed transactions - or to withdraw from the contract in whole or in part due to the part that has not yet been fulfilled. The rights from paragraph (8) below 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 concluding a corresponding purchase contract, it does not receive the delivery item or does not receive it in a timely manner; the responsibility of PAPACKS Sales GmbH for intent or negligence remains unaffected in accordance with Section 5 of these conditions. PAPACKS Sales GmbH will inform the buyer immediately about the untimely availability of the delivery item and, if PAPACKS Sales GmbH wants to withdraw, exercise the right of withdrawal immediately; PAPACKS Sales GmbH In the event of withdrawal, the buyer will immediately reimburse the corresponding consideration. The rights under paragraph (6) above remain unaffected.
§ 3 transfer of risk
(1) The risk passes to the buyer as soon as the delivery of the goods has been handed over to the person carrying out the transport or the warehouse of for the purpose of shipment PAPACKS Sales GmbH has left. (2) If shipping is not the fault of PAPACKS Sales GmbH becomes impossible, 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 replacement or repair at your own discretion by way of exchange. The buyer is obliged to PAPACKS Sales GmbH within a reasonable period of time after prior agreement, to give the opportunity for repair or replacement delivery within normal working hours. Multiple exchanges or multiple improvements are permitted.
(2) The buyer must inspect the goods immediately upon receipt and identify any defects and any shortages PAPACKS Sales GmbH immediately, at the latest within one week of receipt of the goods, in writing; To meet the deadline, sending the advertisement within the deadline is sufficient. The defects must be described in as much detail as possible to the buyer. If the buyer fails to provide this written notification, the goods are deemed to have been approved. If such a defect becomes apparent later, this must be reported in writing immediately after discovery, otherwise the goods will be deemed to have been approved after one week at the latest, even with regard to this defect.
(3) Without prejudice to further claims of PAPACKS Sales GmbH the buyer has in the event of an unjustified complaint of defects PAPACKS Sales GmbH to reimburse the expenses for examining and – if requested – eliminating the condition reported as a defect.
(4) The customer's obligation to inspect and give notice of defects also applies if goods other than the ordered goods or a different quantity of goods than the ordered have been delivered, provided that the delivered goods do not obviously deviate so significantly from the order that the company PAPACKS Sales GmbH the buyer's approval had to be considered excluded.
(5) The buyer is not entitled to assert claims and rights due to defects if he has not made the payments due and if the amount due (including any payments made) is in reasonable proportion to the value of the defective delivery. The liability for defects expires if the goods are not modified, 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 returns without prior agreement PAPACKS Sales GmbH to be carried out. Returns made despite this will be accepted by PAPACKS Sales GmbH not accepted. Returns must be shipped freight prepaid.
(6) Any statutory warranty claims against PAPACKS Sales GmbH are only available to the direct buyer and cannot be assigned.
§ 5 Limitation of Liability
(1) PAPACKS Sales GmbH is liable for intent and gross negligence in accordance with legal regulations. In the event of gross negligence on the part of simple vicarious agents, liability is limited to the amount of the foreseeable damage that is typically expected to occur, unless it involves damage resulting from injury to life, body or health.
(2) Liable for slight negligence PAPACKS Sales GmbH only in the event of a breach of an essential contractual obligation, the fulfillment of which is essential for the proper execution of the contract 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 event of slight negligence, liability is limited to the amount of foreseeable damage that can typically be expected to occur.
(3) Liability for defects in the event of fraudulent concealment of the defect by PAPACKS Sales GmbH or in the case of a through PAPACKS Sales GmbH The guarantee for the quality of the delivery item in accordance with the statutory provisions remains unaffected.
(4) The liability of PAPACKS Sales GmbH according to 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 object of purchase for more than 14 days after receipt of the notification of readiness, he can PAPACKS Sales GmbH give the buyer a grace period of 14 days in writing, stating that PAPACKS Sales GmbH refuse acceptance after this period has expired. After the grace period has expired unsuccessfully PAPACKS Sales GmbH 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) Required PAPACKS Sales GmbH Compensation for damages due to non-acceptance is 15% of the purchase price. The amount of damage must be set higher or lower if: PAPACKS Sales GmbH or the buyer proves greater or lesser damage. The assertion of further claims for damages remains PAPACKS Sales GmbH Reserved.
§ 7 prices and payments
(1) Prices are not fixed prices (flat-rate prices) unless they have been expressly agreed in writing as fixed prices. In general, orders are due at the beginning of the order and after the order has been confirmed at 50% of the order amount and payable to the PAPACKS Sales GmbH as well as the remaining 50% upon delivery of the goods to the customer. Invoices issued are payable within 10 days of the invoice date without any deductions (net cash). The acceptance of bills of exchange must always be agreed upon in writing in advance; if this is not the case, the acceptance will not have any fulfilling effect. In the case of checks and bills of exchange, the buyer's debt is only considered paid upon final, unconditional redemption. Bills of exchange or discount charges are borne by the buyer.
(2) PAPACKS Sales GmbH is entitled, despite any contrary provisions of the buyer, to initially offset payments against the buyer's older debts; PAPACKS Sales GmbH will inform the seller about the type of settlement that has taken place. If costs and interest have already been incurred, so be it PAPACKS Sales GmbH entitled to offset the payment first against the costs, then against the interest and finally against the main claim.
(3) A payment is only deemed 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 entitled to charge default interest of 8 percentage points above the base interest rate applicable in accordance with Section 247 of the German Civil Code (BGB) from the relevant point in time. If higher interest can be demanded for another legal reason, this remains the case PAPACKS Sales GmbH Reserved.
(5) If the buyer does not meet his payment obligations, or if PAPACKS Sales GmbH other circumstances become known that question the buyer's creditworthiness PAPACKS Sales GmbH entitled to make the remaining debt due, even if PAPACKS Sales GmbH accepted checks or bills of exchange. PAPACKS Sales GmbH In this case, we are also entitled to demand 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 to which it is entitled against the buyer arising from the business relationship have been fulfilled.
(2) The buyer is permitted to process or transform the delivery item (“processing”). The processing takes place for PAPACKS Sales GmbH. So far PAPACKS Sales GmbH does not acquire ownership of the new goods according to the foregoing PAPACKS Sales GmbH and the buyer agrees that the buyer PAPACKS Sales GmbH Co-ownership of the new goods in proportion to the value (gross invoice value) of the PAPACKS Sales GmbH belonging delivery item to that of the other processed goods at the time of processing. The preceding sentence applies accordingly in the event of the delivery item being inseparably mixed or combined PAPACKS Sales GmbH goods that do not belong. So far PAPACKS Sales GmbH If the buyer acquires ownership or co-ownership of items in accordance with this § 9 (retention of title), the buyer shall keep them for safekeeping 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 asserts his claim from the resale against his customer with all ancillary rights as security PAPACKS Sales GmbH without the need for any further special explanations. The assignment applies including any balance claims. However, the assignment is only valid in the amount that corresponds to that of PAPACKS Sales GmbH corresponds to the invoiced price of the delivery item. The one on PAPACKS Sales GmbH The assigned share of the claim must be satisfied with priority.
(4) Until revoked, the buyer is entitled to collect the goods in accordance with this § 9 (retention of title). PAPACKS Sales GmbH assigned claims. The buyer will immediately accept payments made on the assigned claims up to the amount of the secured claim PAPACKS Sales GmbH forward. If there are legitimate interests, in particular in the event of late 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 entitled to revoke the buyer's authority to collect. Furthermore, can PAPACKS Sales GmbH after prior warning and within a reasonable period of time, disclose the assignment as security, exploit the assigned claims and demand that the buyer disclose the assignment as security to the customers. (5) Upon request, the buyer has to PAPACKS Sales GmbH to provide the information necessary to assert their rights against the customers and to hand over the necessary documents. (6) While the retention of title exists, the buyer is prohibited from pledging or transferring the goods as security. In the event of seizure, confiscation or other dispositions or interventions by third parties, the buyer PAPACKS Sales GmbH to be notified immediately. The resale of the delivery item or new goods is only permitted to resellers in the ordinary course of business and only under the conditions that the equivalent value of the delivery item is paid to the buyer. The buyer must also agree with the buyer that the buyer only acquires ownership with this payment.
(7) To the extent that the realizable value of all security interests that PAPACKS Sales GmbH to which the amount of all secured claims exceeds by more than 10% PAPACKS Sales GmbH at the buyer's request, release a corresponding portion of the security interests. It is assumed that the requirements of the previous sentence are met if the estimated value of the PAPACKS Sales GmbH the securities to which the customer is entitled reaches or exceeds 150% of the value of the secured claims. PAPACKS Sales GmbH You have the choice between different security interests when releasing.
(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 return of the delivery item or new goods and/or - if necessary after setting a deadline - to withdraw from the contract; the buyer is obliged to hand it over. The request for the return of the delivery item/new goods does not constitute a declaration of withdrawal from us PAPACKS Sales GmbH, unless explicitly stated.
§ 10 Place of Performance and Jurisdiction
(1) The place of performance is Cologne.
(2) For all current and future claims arising from the business relationship with the buyer, including bills of exchange and checks, Cologne is the exclusive place of jurisdiction at the registered office of the company PAPACKS Sales GmbH.
§ 11 Applicable Law
(1) For the present conditions and the entire legal relationship between PAPACKS Sales GmbH and the buyer is subject exclusively to German law.
(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.