1. Scope of Application/Subject Matter of Contract
- Our GTC shall apply to the delivery of movable goods in accordance with the contract concluded between us and the Customer.
- Our GTC shall apply exclusively. We do not recognize any terms and conditions of the customer that conflict with or deviate from our GTC unless we have expressly agreed to their validity in writing. Our GTC shall also apply if we carry out the delivery without reservation in the knowledge of terms and conditions of the customer that are contrary to or deviate from our GTC.
- Our GTC shall only apply to entrepreneurs.
2. Offer-Conclusion of Contract-Offer Documents
- The customer’s order constitutes a binding offer that we can accept within one week by sending an order confirmation or by delivering the goods. Previously submitted offers by us are subject to change.
- The goods shall be delivered in accordance with the technical specification and in accordance with the terms of delivery, which are an integral and essential part of these terms. The technical specification as well as the delivery conditions are an integral part of the contract between us and the customer.
- We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as confidential. The customer requires our express written consent for their disclosure to third parties.
- All bottles and jars are basically delivered without closure.
- We have the right to transfer the contract to one of our subsidiaries or affiliated companies before the start of its execution under the same conditions. In this case we will. notify the customer in writing beforehand. The customer already now agrees to the transfer of the contract.
3. Prices and terms of payment
- The purchase price offered is binding. The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing. Unless otherwise stated in our order confirmation, our prices are ex works. Packaging, freight, postage, insurance and delivery charges shall be invoiced separately.
- All price quotations in brochures and catalogs are non-binding. In principle, the prices valid on the day of delivery shall apply, unless otherwise stated in our order confirmation.
- Unless otherwise stated in the order confirmation, invoices issued by us shall be due immediately.
- If the payment deadline is exceeded, the customer shall be in default. In this case, we shall be entitled to charge default interest in the amount of 8% above the respective base interest rate of the European Central Bank. We reserve the right to assert further damage caused by default. § 353 HGB remains unaffected.
- The agreed price shall apply. If the price at the time of performance has increased due to a change in the market price or due to an increase in the fees charged by third parties involved in the performance of the service, the higher price shall apply. If this is 20% or more above the agreed price, the customer has the right to withdraw from the contract. This right must be asserted immediately after notification of the increased price.
- The customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been recognized by us. The customer shall only be entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.
- In case of partial deliveries or partial services, REIS PACKAGING Europe GmbH shall be entitled to refuse performance of the services still to be rendered under the contract in case of default of payment by the customer until the outstanding claims have been fulfilled. Furthermore, in such a case REIS PACKAGING Europe GmbH is entitled to demand payment step by step in deviation from the regulations or the remaining services still to be rendered.
- In case of default or other circumstances that reduce the creditworthiness of the Customer, REIS PACKAGING Europe GmbH shall be entitled to immediately call due all claims arising from the current business relationship.
4. Delivery time and transfer of risk
- Delivery periods and dates are only approximate unless we have expressly designated them as binding in writing. The delivery period shall commence on the date of our order confirmation, but not before clarification of all technical and commercial details and submission of any necessary approvals. Any changes in the design of the delivery item requested by the customer within the delivery period shall interrupt and extend the delivery period accordingly.
- In the event of unforeseen events, such as delays in delivery on the part of the supplier, strike, lockout, shortage of materials, official measures and other events of force majeure, the delivery period shall be extended by the period between the occurrence and termination of the cause of the hindrance.
- In cases of significant impediment to the execution of the contract or impossibility, REIS PACKAGING Europe GmbH shall be entitled to withdraw from the contract without granting damages. In such a case, the customer may demand a declaration from us as to whether we will withdraw or deliver within a reasonable period of time. If we do not make a declaration, the customer may withdraw from the contract. The customer may not reject partial deliveries or partial performance unless he has a justified interest in rejecting them.
- If REIS PACKAGING Europe GmbH is in default, the Customer shall set REIS PACKAGING Europe GmbH a reasonable deadline for subsequent performance in writing. If the delivery item is not or not completely delivered even within this grace period, the Customer shall be entitled to withdraw from the contract after the expiry of the grace period with respect to the order quantity that has been delivered until the expiry of the grace period; in this respect, dispatch by REIS PACKAGING Europe GmbH shall be equivalent to delivery. If the customer suffers damage due to a delay in delivery for which REIS PACKAGING Europe GmbH is responsible, REIS PACKAGING Europe GmbH shall compensate the damage demonstrably incurred, but not more than 5% of the net value of the delayed or omitted delivery or service. This limitation shall not apply, however, if REIS PACKAGING Europe GmbH is compulsorily liable in cases of intent or gross negligence. The legal right of the customer to withdraw from the contract after expiry of a subsequent performance period set by REIS PACKAGING Europe GmbH shall remain unaffected.
- In the case of dispatch of goods, the day of dispatch shall be deemed to be the day of delivery; in all other cases, the day on which the customer receives notification of readiness for dispatch shall be decisive.
- Shipment shall be made to the customer or to third parties according to the customer’s instructions at the customer’s expense.
- In case of shipment, the risk shall pass to the Customer as soon as the goods to be delivered have left the factory of REIS PACKAGING Europe GmbH. The same shall apply if the goods to be delivered are shipped directly to the Customer by a sub-supplier at the instigation of REIS PACKAGING Europe GmbH. These regulations shall also apply in case of partial deliveries or if REIS PACKAGING Europe GmbH has taken over other services.
- If the shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the date of notification of readiness for shipment.
- REIS PACKAGING Europe GmbH is entitled to insure the goods to be shipped against the transport risk at the Customer’s expense. REIS PACKAGING Europe GmbH shall only be obliged to do so on the basis of a special written agreement.
- If collection of the goods by the customer has been agreed, the goods must be collected by the customer within the specified deadlines. In case of non-collection or delayed collection (with a tolerance of 30 days from the respective agreed date), we may invoice the goods remaining in our warehouses at the usual payment terms. We are not liable in these cases for changes in the white glass (alkali release) and for losses due to events such as breakage, wear, internal handling, etc. After the expiry of the period of 60 days from the date of invoice, the customer will be charged an amount equal to € 4,00 (four) per month per stackable pallet as an expense allowance and storage fee; this storage may not exceed 12 (twelve) months. After the expiration of the 12 months, we may send these goods to an external warehouse and charge the costs to the customer
5. Transport packaging, disposal
- The Customer assumes the obligation to properly dispose of the transport packaging after delivery under his own responsibility and at his own expense in accordance with the statutory provisions. He shall indemnify REIS PACKAGING Europe GmbH from the obligations according to § 4 of the Packaging Ordinance (obligation to take back transport packaging) and all related claims of third parties, regardless of their nature.
- Upon request, the Customer shall prove that it has taken organizational measures for the proper disposal of transport packaging and how these measures are designed in detail. If the Customer has entered into disposal obligations with its customers or other third parties, it shall inform REIS PACKAGING Europe GmbH thereof upon request.
6. Transport regulations
REIS PACKAGING Europe GmbH provides forwarding services. REIS PACKAGING Europe GmbH works exclusively on the basis of the General German Forwarding Conditions, in each case in the current version. Express reference is made to the liability regulations in the General German Freight Forwarders’ Terms and Conditions which deviate from the statutory provisions. The current version of the German Freight Forwarders’ Standard Terms and Conditions is available at any time at www.reispackaging.com and will be sent upon request.
7. Liability for defects/warranty
- 7 Liability for defects/warranty
The customer shall inspect the delivered goods immediately upon receipt and notify any defects in writing without undue delay, at the latest within 8 working days after receipt at the place of destination. Hidden defects shall be notified immediately upon discovery. Failure to comply with the time limit for giving notice of defects shall result in the exclusion of the customer with claims of any kind in respect of the defects not notified or notified late.
- In the event of transport damage, the recipient is obliged to check the shipment for visible defects in the packaging upon acceptance. Insofar as external damage to the packaging carton can be detected, the contents must be checked immediately. Any kind of damaged packaging or contents must be noted by the recipient on the consignment note in any case. A note of acceptance subject to subsequent inspection is not sufficient in the event of damage in accordance with the transport conditions. In the event of a claim for transport damage, it is essential to submit a copy of the consignment note with the corresponding note in copy. The time limit for reporting transport damage is 5 working days. After the expiry of this period for transport damage, complaints can generally no longer be made.
- REIS PACKAGING Europe GmbH shall be given the opportunity to inspect the defect complained about either on site or at its branch offices, at its discretion. The inspection by REIS PACKAGING Europe GmbH shall be carried out without delay, provided that the customer demonstrates an interest in immediate completion. Without the consent of REIS PACKAGING Europe GmbH nothing may be changed on defective goods, otherwise the customer loses his warranty claims.
- In the event of demonstrable material or workmanship defects, REIS PACKAGING Europe GmbH may, at its discretion, remedy the defect free of charge or, against return of the defective goods, either provide a replacement free of charge or credit the invoice value or grant the Customer a reduction while reasonably safeguarding its interests.
- Other or further claims of the customer, in particular for reimbursement of processing costs, import and export costs as well as damages not relating to the delivery item itself, are excluded.
- The warranty claims regulated in this section refer exclusively to defects of the deliveries of REIS PACKAGING Europe GmbH which already exist at the time of the transfer of risk to the respective Customer or which are based on material and/or execution defects which already existed at the time of the transfer of risk. The resulting warranty claims of the customer expire 12 months after the transfer of risk. In the case of used objects of purchase, any liability for material defects is excluded, unless the existence of a defect was fraudulently concealed.
- Claims of a Customer due to breach of a warranty shall only be considered if REIS PACKAGING Europe GmbH has expressly confirmed a quality or durability warranty to the Customer in writing and has thereby designated the respective warranty as such. The written confirmation can be replaced by the handing over of pre-formulated guarantee conditions in writing.
- Subject to the respective specific warranty promises and/or warranty conditions, claims for damages due to breach of warranty may only be asserted by the customer to the extent that the customer was to be protected by the warranty precisely against damages of the type that occurred.
9. General limitations of liability
- The liability of REIS PACKAGING Europe GmbH shall be governed exclusively by these General Terms and Conditions. All claims not expressly granted in these terms and conditions, in particular also claims for damages arising from impossibility, delay, breach of contractual collateral duties (including advice and provision of information), culpa in contrahendo, tort -also insofar as such claims are in connection with claims for defects of the Customer- shall be excluded. This shall not apply if the claims are based on an intentional or grossly negligent act/omission of REIS PACKAGING Europe GmbH or a legal representative or vicarious agent or on the fact that REIS PACKAGING Europe GmbH , its legal representatives or vicarious agents have negligently violated contractual cardinal obligations or in any other way material contractual obligations or a culpable injury to life, body and/or health of a third party is in question.
- All claims against REIS PACKAGING Europe GmbH, irrespective of the legal grounds, shall become statute-barred after one year at the latest, unless there is attributable, intentional or fraudulent conduct; in these cases the statutory limitation periods shall apply.
- Exclusions of liability according to these general terms and conditions do not apply to claims according to the product liability law.
10. Retention of title
- We retain title to the delivered item until full payment of all claims arising from the delivery contract. We shall be entitled to take back the purchased item if the customer acts in breach of contract.
- As long as ownership has not yet passed to the customer, the customer is obligated to treat the purchased item with care. In particular, he shall be obligated to sufficiently insure it at his own expense against theft, fire and water damage at replacement value. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is pledged or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
- Our customer shall be entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns to us the customer’s claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply regardless of whether the purchased goods have been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the customer meets its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
- The processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the object of sale shall continue in the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the object of the customer is to be regarded as the main object, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created in safe custody for us. To secure our claims against the customer, the customer shall also assign to us such claims against a third party as accrue to him through the combination of the reserved goods with a property. We accept this assignment already now.
- We undertake to release the securities to which we are entitled at the customer’s request insofar as their value exceeds the claims to be secured by more than 20%.
11. Place of performance, place of jurisdiction
- Unless otherwise stipulated in the contract, the place of performance and payment shall be our registered office. The exclusive place of jurisdiction is the court responsible for our place of business.
- Subject to individual agreements to the contrary, contractual relationships with entrepreneurs shall also be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12. Limitation of own claims
- Customer warrants that none of the products or services provided under this Order directly or indirectly infringe the intellectual property rights of any third party and shall defend, indemnify and hold us harmless, at its sole cost, with respect to any claims, liabilities, damages and expenses (including expert witness fees and attorneys’ fees), arising out of any alleged or actual infringement, contributory infringement, or misappropriation of any patent, copyright, trade secret, trade name, trademark, service mark, or other intellectual property right of any third party relating to the products or services provided under this Order.
- This warranty and indemnification shall survive the delivery and acceptance of the products provided or services rendered. This shall also apply in the event of termination or expiration of this order.
13. Limitation of own claims
Our claims for payment are subject to a limitation period of 5 years in deviation from § 195 BGB. With regard to the beginning of the limitation period, § 199 BGB shall apply.
14. Form of declarations
Legally relevant declarations and notifications that the customer has to make to us or a third party must be made in writing.
15. Links to other Internet pages
Insofar as we refer or link from our Internet offer to the websites of third parties, we cannot guarantee or accept liability for the correctness or completeness of the contents and the data security of these websites.