General terms and conditions including limitation of liability of Corpac Deutschland GmbH & Co. KG.
1. Scope
The following delivery and payment terms apply to all our deliveries and services. Conflicting terms and conditions are only deemed to have been agreed upon if their validity has been confirmed by us in writing. Our terms and conditions are deemed to have been accepted at the latest upon unconditional acceptance of our delivery.
2. Offer, conclusion of contract, correspondence
Our offers, price lists, and similar information are always subject to change. All orders, as well as written and telephone agreements, require our written confirmation within the scope of our existing authority to represent us.
3. Delivery times and quantities
a) Delivery periods are only deemed to have been agreed upon after express written confirmation. The delivery period begins on the date of our order confirmation.
b) We are entitled to make partial deliveries and invoice them separately, provided that the partial deliveries are reasonable for the contractual partner. However, our contractual partner may not demand partial deliveries unless expressly agreed otherwise.
c) We are entitled to reduce an order by up to 30% of the order quantity if a shortage of raw materials occurs through no fault of our own.
d) Due to production reasons, deliveries may be over- or under-delivered by up to 10%.
e) Deadlines and dates shall be extended appropriately due to unforeseeable events and other circumstances beyond our control. In the event of a breach of duty by us, we shall be liable for damages only in accordance with Section 15 of these Terms and Conditions.
f) If orders are placed on call, they must be accepted within three months. We are entitled to invoice any quantities not accepted after this period.
4. Force Majeure
In the event of force majeure and equivalent events, such as fire, flood, earthquake, war, civil war or industrial action and other operational disruptions due to government intervention, delivery failures, labor, energy or raw material shortages, the delivery period will be automatically extended by the duration of the disruption, but for a maximum of 12 weeks. The extension only takes effect if our contractual partner is informed immediately of the reason for the disruption as soon as it becomes apparent that the aforementioned deadline cannot be met. If the disruption lasts longer than 12 weeks, we are entitled to withdraw from the contract. Further claims by our contractual partner, in particular for damages and replacement procurement, are excluded.
5. Complaints
a) The recipient is obligated to inspect the goods delivered by us immediately. Complaints can only be made in writing to us within 8 days of receipt of the goods by the recipient. The date of receipt of the complaint by us is decisive.
b) Defects in part of the delivery do not entitle the customer to reject the entire delivery. In this case, the defective items must be returned to us, subject to our consent.
c) In the case of defects acknowledged by us, we may, at our discretion, repair the defective goods, replace them, or refund the equivalent value. Further claims such as damages, contractual penalties, and the like are excluded unless there is gross negligence on the part of one of our employees.
d) The rights of our contractual partner due to defects in the item are determined by the statutory provisions, with the proviso that our contractual partner must grant us a reasonable period of at least four weeks for subsequent performance, whereby the customer reserves the right to grant us a reasonable period of less than four weeks in individual cases, provided that a period of at least four weeks for subsequent performance is unreasonable for him.
e) Notices of defects do not release the customer from their obligation to pay promptly. The customer is only entitled to offsetting rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. The customer is also not entitled to a right of retention due to disputed counterclaims. Liability is also excluded for lost profits and other financial losses of the customer.
6. Delivery quality
a) The quality of our products depends on the raw materials available. We are therefore only responsible for quality changes, color differences, and weight deviations if they could have been avoided under the given circumstances. Minor deviations from brochures, sample deliveries, or samples cannot generally be objected to.
b) No guarantee is given for the suitability of the product for a specific purpose. Your own functional tests are essential!
c) For technical reasons, we reserve the right to make the usual fluctuations in the thickness of plastic products (±15%) and the dimensions (±5%) of the products. Any fluctuations within this range do not entitle the customer to claim damages, compensation, or deductions from the agreed price. The delivery of a small quantity of defective goods (up to 2% of the total quantity) cannot be objected to.
d) Minor color and registration deviations in printed products cannot be objected to. We assume no liability for the durability of the printing inks we use.
e) Subject to prior agreed specifications/product descriptions, we guarantee that our films will retain their properties for 24 months when stored in their original packaging, protected from light (especially UV radiation), at temperatures between 15 and 35 degrees Celsius and a relative humidity of 40 to 65%, and free from unpleasant odors. No further quality agreement has been made, so any warranty from the supplier is expressly excluded in the event of deviating conditions and any resulting defects.
f) Subject to the above-mentioned, priority information, the goods to be delivered by us comply with the GKV testing and assessment clause for polyethylene films and products made from them deposited with the Federal Institute for Materials Testing in Berlin.
7. Samples and designs
Samples and specimens are only approximate and only guarantee approximate sample quality.
a) To the extent samples and designs are provided by us, we reserve all copyrights, in particular the right of reproduction. Despite payment for the designs by the customer, these rights remain our property.
b) Printing rollers supplied by us generally remain our property.
c) The purchaser or customer shall in any event be responsible for ensuring that the samples produced according to his specifications or made available by him do not infringe any copyright, trademark or other rights of third parties.
8. Prices
The prices quoted by us are generally ex works or ex warehouse. If the prices for raw materials, consumables, and supplies or for energy increase after the contract has been concluded, or if collectively agreed wages and salaries, as well as taxes charged on the business, increase, we reserve the right to adjust the delivery prices accordingly. Value-added tax is not included in our prices. It will be shown separately on the invoice at the statutory rate applicable on the date of invoicing.
9. Shipping, transfer of risk
a) Unless otherwise agreed, shipping and transport are at the risk of our contractual partner. The risk of accidental loss and accidental deterioration of the goods shall pass to our contractual partner as soon as the goods have been handed over to the freight forwarder, carrier, or other person designated to carry out the shipment. Handover shall be deemed to have occurred if our contractual partner is in default of acceptance.
b) Deliveries shall be made at our discretion by rail, post, forwarding agent or our own truck in suitable packaging materials of our choice.
c) Only at the request of our contractual partner and at his expense will we insure the delivery item against any risk desired and insurable by our contractual partner, in particular against theft and transport damage. Any transport damage must be reported to us immediately. Furthermore, the recipient must ensure that the relevant claims and reservations are notified to the carrier upon delivery.
d) If goods are delivered on Euro pallets, they must be immediately exchanged for usable Euro pallets. If no exchange is made upon delivery, the Euro pallets remain the property of the Seller. For Euro pallets that are not exchanged, the Seller's cost price will be charged.
10. Terms of payment
a) Unless otherwise agreed in writing, payment shall be made within 10 days of the invoice date with a 2% discount or within 30 days without deduction.
b) If the payment deadline specified under a) is exceeded, the buyer is automatically in default without further notice. Default occurs 30 days after the invoice date. From the date of default, the buyer is obligated to pay default interest of 3% per annum above the current Deutsche Bank discount rate on the invoice amount. Any discounts granted will be forfeited.
c) If the Buyer defaults on an invoice amount due, all other outstanding invoices of the Buyer shall become due for payment immediately, even if the payment deadline has not yet expired.
d) d)If we become aware of the customer's unfavorable financial situation before or after delivery, we are entitled to revoke the granted payment terms and demand immediate payment of all outstanding invoices or appropriate security. This applies to the following events:
i. Our contractual partner applies for the opening of judicial or extrajudicial insolvency or composition proceedings or judicial or extrajudicial insolvency or composition proceedings are opened against the assets of our contractual partner or the opening of such proceedings is rejected due to insufficient assets.
ii. There is a written credit report from a bank or credit agency indicating that our contractual partner is not creditworthy or that their financial situation has significantly deteriorated. If our contractual partner fails to comply with our legitimate request for advance payment within a reasonable grace period set by us, even though we have informed them that we will refuse to accept further services from them after the expiration of the grace period, we are entitled to withdraw from the contract or demand compensation instead of performance, but only with regard to the part of the contract not yet fulfilled by us.
e) Discounts granted by us are only valid if the buyer complies with the payment terms set by us. Otherwise, we are entitled to revoke discounts and continue to pursue the claim in full.
11. Current account/balance clause (business relationship clause)
The seller retains title to the goods until all of the seller's claims against the buyer arising from the business relationship, including future claims arising from contracts concluded simultaneously or subsequently within the existing current account relationship (business relationship), have been settled. This reservation applies to the recognized balance.
12. Extended retention of title in the event of resale with advance assignment clause
a) The Buyer is entitled to resell the reserved goods in the ordinary course of business; however, the Buyer hereby assigns to the Seller all claims arising from the resale to its customers or third parties in the amount of the final invoice amount (including VAT), regardless of whether the purchased goods were resold without or after processing. The claim assigned to the Seller in advance by the Buyer also relates to the recognized balance and, in the event of the Buyer's bankruptcy, to the then existing (causal) balance.
b) The buyer remains authorized to collect this claim even after the assignment. The seller's authority to collect the claim itself remains unaffected. However, the seller undertakes not to collect the claim as long as the buyer meets its payment obligations from the collected proceeds, does not default on payment, and, in particular, no application for the opening of bankruptcy or composition proceedings has been filed, and no payments have been suspended. Should this be the case, however, the seller may demand that the buyer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify third-party debtors of the assignment.
c) The processing or transformation of the purchased item by the buyer is always carried out for the seller. If the purchased item is processed with other items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the purchased item to the other processed items at the time of processing.
d) The same provisions apply to the item created through processing as to the purchased item delivered subject to retention of title. If the purchased item is inseparably mixed with other items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the purchased item to the other mixed items at the time of mixing. If the mixing occurs in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportionate co-ownership to the seller. The buyer shall safeguard the sole ownership or co-ownership thus created for the seller.
13. Confidentiality, ownership of documents
We retain unrestricted ownership and copyright to cost estimates, calculations, drawings, drafts, forms, samples, models, copies, tools, simulations, files, and other documents or data that our contractual partner has received directly from us or from third parties at our instigation. Our contractual partner undertakes not to make such items accessible to third parties in any form without our express permission and further promises us a contractual penalty of EUR 10,000 for each individual case of violation of this obligation. Our right to demand compensation for any actual damages incurred that exceed the contractual penalty remains unaffected.
14. Intellectual property rights
a) If the goods are to be manufactured according to drawings, samples, or other specifications provided by the contractual partner, the contractual partner guarantees that this does not infringe any third-party rights, in particular patents, utility models, other protective rights, and copyrights. The contractual partner shall indemnify us against any claims by third parties arising from any infringement of such rights. Furthermore, our contractual partner shall bear all costs incurred by us as a result of third parties asserting infringement of such rights and our defense against such claims.The same applies to the use of samples, drafts, print templates, etc. created by us or provided by our contractual partner.
b) Should results, solutions or technologies arise in the course of our development work that are capable of being protected in any way, we shall be the sole owners of the resulting property rights, copyrights and rights of use, and we reserve the right to file the corresponding applications for property rights in our own name and on our own behalf.
15. Limitation of Liability
a) The liability of Corpac Deutschland GmbH & Co. KG for damages, regardless of the legal basis, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with the following provisions, insofar as fault is relevant in each case.
b) Corpac Deutschland GmbH & Co. KG shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees, or other vicarious agents, unless this constitutes a breach of essential contractual obligations. Essential contractual obligations include the obligations to timely delivery and, if applicable, installation of the delivery item, its freedom from defects of title and material defects that impair its functionality or usability to a greater than insignificant extent, as well as obligations to provide advice, protection, and care that are intended to enable the client to use the delivery item in accordance with the contract or that are intended to protect the life or limb of the client's personnel or to protect the client's property from significant damage.
c) To the extent that Corpac Deutschland GmbH & Co. KG is liable for damages pursuant to paragraph II, this liability is limited to damages that Corpac Deutschland GmbH & Co. KG foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or that it should have foreseen if it had exercised due care. Furthermore, indirect and consequential damages resulting from defects in the delivery item are only compensable to the extent that such damages are typically to be expected when the delivery item is used as intended.
d) In the event of liability for simple negligence, Corpac Deutschland GmbH & Co. KG's liability for property damage is limited to an amount of EUR 5,000,000.00 per claim and for further resulting financial losses to an amount of EUR 500,000.00 per claim (corresponding to the current coverage amounts of its business and product liability insurance), even if it involves a breach of essential contractual obligations.
e) The above exclusions and limitations of liability apply to the same extent to the executive bodies, legal representatives, employees, and other vicarious agents of Corpac Deutschland GmbH & Co. KG. To the extent that Corpac Deutschland GmbH & Co. KG provides technical information and/or advice and this information and/or advice is not part of the contractually agreed scope of services owed by it, this is done free of charge and excluding any liability.
f) The above limitations do not apply to the liability of Corpac Deutschland GmbH & Co. KG due to intentional or fraudulent conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.
16. Applicable law, place of jurisdiction, miscellaneous
a) The law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
b) The place of performance and jurisdiction for delivery and payment, as well as for all disputes arising between the parties, shall be the registered office of Corpac Deutschland GmbH & Co. KG, provided the buyer is a merchant, a legal entity under public law, or a special fund under public law. However, Corpac Deutschland GmbH & Co. KG is also entitled to bring legal action before the court having jurisdiction over the buyer.
c) Should individual provisions be invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.
Corpac Deutschland GmbH & Co. KG
Robert-Bosch-Str. 4
D-71720 Oberstenfeld
Telefon +49 70 62 – 914 36 0
Telefax +49 70 62 – 914 36 22
Web: www.corpac.de
Mail: info@corpac.de
