2pack GmbH Packaging: company delivery and payment conditions
The following ordering, delivery and payment conditions shall apply to all deliveries and other services rendered by 2pack GmbH Packaging.
All offers made by us shall be subject to confirmation. Offers shall automatically terminate after a period of 5 weeks and may terminate immediately in the event the offer has been withdrawn or suspended. Samples and trials are provided for information purposes only and shall in all cases be considered non-binding. We shall be entitled to deliver within a margin of 10% above or below the volumes ordered.
Where nothing to the contrary has been agreed beforehand, the prices quoted shall be ex-works or ex-warehouse and shall not include packaging or shipment. Where carriage-paid delivery has been agreed beforehand, our costs shall be limited to the usual shipment charges for the said goods. Any additional charges arising due to any special delivery requirements (e.g. express delivery, air cargo) shall be borne entirely by the customer. Costs relating to the disposal of packaging shall be borne by the customer.
In the event of our non-compliance with any delivery deadline previously agreed in writing, the customer shall allow us an appropriate period of grace. In the event of the delivery / service not being rendered within the period of grace, the sole entitlement of the customer shall be to withdraw from the contractual agreement. Delivery is deemed to have been made where, prior to the expiry of the deadline, the goods have left our works, our warehouse or the storage facilities of our suppliers.
Unforeseen events such as, for example, disruptions to transportation or commercial operations, raw material or energy shortages, strikes or lock-outs shall release us from our delivery obligations for the complete duration of the said disruptions and in the full context of their effect. Where the said disruptions are not resolved within a reasonable period of time, we shall entitled to withdraw partially or completely from the given contractual obligations.
In the event that the customer unjustifiably refuses to accept delivery, we shall be entitled irrespective of any other claims to demand a one-off advance payment of our costs in the sum of 25% of the agreed delivery payment. The customer reserves the right to prove that any damages occurring are less than the entitlement claimed.
Payment shall be deemed to have been made, from the moment at which we have unconditional access to the said funds. Payments made to our representatives shall only be valid where the given representative has been authorised by us in writing to receive such payment. Payment by check or bill of exchange shall only be accepted in lieu of formal payment. Where the customer finds himself in arrears or where doubt arises as to his ability to pay, either we shall be entitled to demand immediate payment in respect of deliveries already made, together with security in respect of future deliveries, or we shall be entitled to withdraw from the given contractual obligations. The customer shall only be entitled to offset undisputed or legally binding demands and may only enforce right of retention in respect of claims under the same contractual conditions.
6. Retention of title
We retain ownership of the goods until such time as all claims in respect of the customer have been settled in full. The customer shall be entitled to dispose of the goods in the context of a legal commercial operation, provided all contractual obligations have been fulfilled.12. Final provisions
The partial or complete invalidity of any individual clause in these commercial conditions shall not affect the effectiveness of the remaining provisions. Invalid clauses shall be replaced by appropriate provisions, designed to produce the same effect as the original clause. Where processing is to be carried out with other materials, we shall be entitled as co-manufacturer to joint ownership of the product, in that proportion given by the ratio of the calculated gross value of the said product to that of the other materials. The customer shall be obliged to surrender to us all claims arising from resale to his clients, including any subsidiary rights, in an amount corresponding to the proportional value of our goods as per our invoice and taking into account all costs, but in any case in an amount at least equal to the invoiced value of our delivery. The customer shall be entitled to recover any claims assigned to us until such time as we revoke them. He shall be obliged on demand and at no cost to us to provide us with the amounts of all claims assigned to us, the names of his clients, copies of invoices and delivery notes and grant us or our representatives access to his business premises. We shall be entitled at any time to demand disclosure of the assignments of claim.
In the event that the value of the securities exceeds the secured claims by more than 20% we, as vendor, shall be obliged to provide the excess value, if requested to do so by the purchaser.
We must be immediately notified of the involvement of any third party in our rights of ownership. In the event of failure to fulfil the above obligation, we shall be entitled to demand surrender of the goods and any subsequent right of ownership by the customer.
Complaints in respect of shortages, delivery of the wrong goods or delivery of the correct goods, but in the wrong amounts shall, in so far as these have been identified, be communicated to us in writing and at the latest within 7 working days following receipt of the goods. In the case of commercial traders, the provisions of German Commercial Law relating to inspection and objection (Article 377 f HGB) shall apply in full. In the event a complaint is deemed justified, we shall be entitled to choose between making an additional delivery or taking back the goods. In the event that an acceptable improvement or successful additional delivery has not been made within a reasonable period, the agreed payment shall be reduced, as specified in Article 472 of the German Civil Code.
8. Compensation for damages
Any customer claims for damage compensation, irrespective of their legal basis, directly or indirectly linked to an order, delivery or the subsequent use of our goods are excluded, in so far as we, our assistants or our agents are not guilty of wilful or gross negligence in respect of the said damage.
9. Place of fulfilment
The place of performance, payment and fulfilment for all obligations arising from the legal relationships between the parties shall be Herzebrock-Clarholz.
10. Court of jurisdiction
The court of jurisdiction for both parties shall be Rheda-Wiedenbrueck. The contractual and non-contractual legal relationships of both parties shall be subject exclusively to the provisions of German law, as would be the case were both parties German.6. Retention of title
12. Closing provisions
The partial or complete invalidity of any individual clause in these commercial conditions shall not affect the effectiveness of the remaining provisions. Invalid clauses shall be replaced by appropriate provisions, designed to produce the same effect as the original clause.