§ 1 Scope of application
These General Terms and Conditions apply to all business relationships between PAPACKS Sales GmbH (hereinafter referred to as „PAPACKS“) and the customer. They apply in the version valid at the time of the order.
(2) Deviating, conflicting, or supplementary terms and conditions of the buyer shall not become part of the contract, even if PAPACKS does not expressly object to them. Deviations from these terms and conditions are only effective if PAPACKS confirms them in writing. Such changes shall only apply to the respective order and not to further orders, unless they are confirmed again in writing.
(3) In addition to these T&Cs, the respective sales and delivery terms and conditions attached to the offer or order confirmation shall apply. In the event of contradictions between the sales and delivery terms and conditions and these T&Cs, the sales and delivery terms and conditions shall take precedence.
§ 2 Offers and Conclusion of Contract
(1) PAPACKS offers are binding for 14 calendar days from the date of the offer, unless a different period is stated in the offer. We reserve the right to adjust prices after the offer period has expired.
(2) Obvious errors, misprints, or calculation mistakes in offers – especially regarding prices, quantities, or product specifications – are not binding for PAPACKS. In such a case, PAPACKS will inform the customer immediately and provide a corrected offer.
(3) Shapes, dimensions, weights, or other performance data shall only be binding for PAPACKS if these characteristics are expressly agreed upon in writing.
Employees of PAPACKS are not authorized to make verbal side agreements or give verbal assurances that go beyond the content of the written contract.
A contract is only concluded upon written order confirmation by PAPACKS. The same applies to addenda, modifications, or collateral agreements.
§ 3 Prices and Payment
All prices are net, plus the respective applicable statutory value-added tax.
(2) Development and tool costs are due within 14 days of receipt of the invoice. Delivery items will be charged per truckload. The payment term for delivery items is set out in the respective offer or order confirmation. Unless otherwise agreed, a payment term of 14 days after receipt of the invoice applies.
(3) Payment is only considered to have been made when PAPACKS has access to the amount.
(4) If the customer defaults on payments, PAPACKS is entitled to charge default interest at a rate of 9 percentage points above the base interest rate applicable under § 247 of the German Civil Code (BGB). The assertion of further damages remains reserved.
(5) If the customer fails to meet their payment obligations or if circumstances become known to PAPACKS that call the customer's creditworthiness into question, PAPACKS is entitled to demand immediate payment of the outstanding balance and to request advance payments or security deposits.
(6) The customer is only entitled to set off claims if the counterclaims are legally established or undisputed. The customer may only exercise a right of retention if it is based on the same contractual relationship.
§ 4 Delivery and Delivery Times
(1) Delivery dates and delivery periods are only binding if confirmed in writing by PAPACKS. Delivery periods begin when the contract is concluded, unless otherwise agreed.
(2) PAPACKS is entitled to make partial deliveries to the extent that this is reasonable for the customer.
(3) Delivery.
(4) Further details regarding delivery terms, minimum order quantities, delivery schedules, pallets, and unloading can be found in the respective sales and delivery terms in the offer or order confirmation.
§ 5 Transfer of Risk
The risk passes to the customer as soon as the goods have been handed over to the carrier or have left PAPACKS' warehouse.
If the shipment is delayed due to reasons for which the customer is responsible, the risk of accidental loss or damage passes to the customer upon notification of readiness for shipment.
§ 6 Raw Material and Energy Price Adjustment
(1) If the relevant raw material or energy prices (Reference pulp prices: EUWID) change by more than ±10 %compared to the level at the time the contract was concluded, PAPACKS shall be entitled to adjust the prices accordingly.
(2) An adjustment shall be communicated in writing with a notice period of at least four weeks.
(3) In the event of a price increase, the customer has a special right of termination for quantities not yet produced with a notice period of 14 days after receipt of the notification.
§ 7 Product Suitability and Buyer's Responsibility
PAPACKS manufactures packaging according to the agreed product specifications. The selection of the product for a specific application is the sole responsibility of the customer.
The customer bears sole responsibility for independently examining the delivered goods for their suitability for the intended filling material, the planned application, and potential interactions prior to use. This includes, in particular, checking for food-grade suitability, compatibility with the filling material, transport stresses, and storage conditions.
(3) PAPACKS assumes no liability for damage resulting from a use of the goods chosen by the customer that has not been agreed with PAPACKS. Advice from PAPACKS on possible applications does not replace the customer's independent obligation to inspect the goods.
§ 8 Notice of Defects and Warranty
(1) The customer is obliged to inspect the goods immediately upon receipt for completeness, quality and recognizable defects and to report such defects in writing within five working days (§ 377 of the German Commercial Code). If a hidden defect appears later, it must be reported in writing immediately after discovery. If the customer fails to report the defect within the specified period, the goods shall be deemed accepted.
(2) In the event of a justified complaint about defects, PAPACKS will, at its own discretion, provide a replacement or rework the goods. The customer is obliged to give PAPACKS an opportunity for rework or replacement delivery within a reasonable period. Multiple rework attempts are permitted.
(3) In the event of an unjustified notice of defects, the customer shall reimburse PAPACKS for the expenses incurred in inspecting and, if requested, rectifying the condition complained of as defective.
(4) The liability for defects shall expire if the goods are not used in accordance with the agreed technical specifications or are improperly altered, handled, or processed.
(5) Statutory warranty claims against PAPACKS are only available to the direct customer and are not transferable.
(6) The customer is not entitled to make returns without prior written agreement with PAPACKS. Returns that have not been agreed will not be accepted.
§ 9 Liability
PAPACKS is liable in cases of intent and gross negligence according to the statutory provisions.
(2) For slight negligence, PAPACKS is only liable for breach of a material contractual obligation (cardinal duty). In this case, liability is limited to the contractually typical, foreseeable damage.
(3) Liability for indirect and consequential damages, in particular loss of profit, production downtime, or damage to the customer's filling material, is excluded in cases of slight negligence.
(4) The foregoing limitations do not apply to damages resulting from injury to life, body, or health.
(5) Liability for damages resulting from the use of the goods by the customer, which has not been checked or is unsuitable, is excluded.
The liability of PAPACKS under product liability law remains unaffected.
(7) A change in the burden of proof to the detriment of the customer is not associated with the foregoing provisions.
§ 10 Retention of Title
The delivered goods remain the property of PAPACKS until all claims arising from the business relationship have been paid in full.
(2) The customer is permitted to process the goods in the ordinary course of business. The processing is done for PAPACKS. If PAPACKS does not acquire ownership of the new goods, the customer grants PAPACKS co-ownership of the new goods in proportion to the invoice value of the PAPACKS goods to the value of the other processed goods.
(3) In the event of resale, the customer hereby assigns his claim from the resale in the amount of the PAPACKS invoice value to PAPACKS by way of security. Until revoked, the customer is authorized to collect the assigned claims.
(4) In case of default in payment, suspension of payment, or opening of insolvency proceedings, PAPACKS is entitled to revoke the collection authorization, disclose the assignment of security, and demand the return of the goods.
During the existence of the retention of title, pledging or assignment of security by the customer is prohibited. In the event of seizures or other third-party access, the customer must notify PAPACKS immediately.
(6) If the realizable value of the security rights exceeds the secured claims by more than 10 %, PAPACKS shall release securities to a corresponding extent upon request of the customer.
§ 11 Refusal of Acceptance
If the customer is in default with acceptance for more than 14 days after receipt of the readiness notification, PAPACKS may set the customer a grace period of 14 days in writing. After the unsuccessful expiry, PAPACKS is entitled to withdraw from the contract and/or demand damages.
(2) A grace period does not need to be set if the customer seriously and definitively refuses acceptance.
(3) If PAPACKS demands compensation for damages due to non-acceptance, this amounts to a lump sum of 15 % of the order value. The customer reserves the right to prove that PAPACKS has incurred no or less damage. PAPACKS reserves the right to assert a demonstrably higher damage.
§ 12 Force Majeure
(1) In cases of force majeure (e.g., machine failure, raw material shortages, official orders, power supply disruptions, strikes, lockouts), delivery times shall be extended by the duration of the disruption plus a reasonable ramp-up period. This shall also apply to obstacles experienced by subcontractors.
(2) If the disruption lasts longer than eight weeks, both parties are entitled to withdraw from the contract with regard to the affected quantities.
§ 13 Jurisdiction and applicable law
(1) The place of performance is Cologne.
The exclusive place of jurisdiction for all disputes arising from the business relationship is Cologne.
(3) The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law.
§ 14 Severability Clause
(1) Should individual provisions of these terms and conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.
(2) The ineffective provision shall be replaced by an effective one that comes closest to the economic purpose of the ineffective provision.
