1.1 Unless otherwise agreed in writing, the following General Terms and Conditions of Sale shall apply to deliveries and services (“Conditions of Sale”) by Packiro GmbH (“Packiro”). All of our deliveries and services are only offered and rendered to entrepreneurs, i.e. natural or legal persons or an entity subject to public law entering into legal transactions that fall within the scope of their commercial or independent business activities.
1.2 Any other agreement differing from these Conditions of Sale on the part of the beneficiary (“Buyer”) shall be non-binding for Packiro, even if Packiro has not expressly objected to the same or the Buyer will only commit to their own conditions. The unconditional delivery of goods, provision of services or acceptance of payments does not constitute recognition of terms that vary from the Conditions of Sale. Any conflicting conditions shall be revoked as a precautionary measure.
1.3 The Conditions of Sale shall supplement any other agreements made between the parties. In the event that individual agreements deviating from these terms are made, these T&Cs shall be deemed subordinate and supplementary.
2. Conclusion of contract and duty to cooperate
2.1 All Packiro offers are subject to change. A contract shall only be concluded upon written confirmation or execution of the order by Packiro.
2.2 Artwork shall be finalised upon conclusion of the contract and requires the customer's consent. The artwork shall form the basis of the goods as agreed between Packiro and the customer; any subsequent claim concerning the finished goods will be rejected.
The prices stated by Packiro shall be quoted ex works (EXW). Value added tax shall be payable additionally at the statutory rate in effect on the invoice date.
4. Deliveries, delivery deadlines, delays
4.1 Partial deliveries and services are permitted provided that they are feasible for the Buyer.
4.2 In the event that Packiro exceeds an agreed delivery or service deadline or does not fulfil any other contractual agreement in time, the Buyer is entitled to set an appropriate grace period.
4.3 If the delivery or service is not provided upon expiration of the grace period and the customer wishes to withdraw from the agreement or demand compensation in place of delivery, the customer is obliged to notify Packiro of this by setting a further appropriate grace period or establishing a further reasonable period for delivery or provision of service.
4.4 If the delivery date is delayed by up to two (2) working days due to export controls, this shall not constitute grounds for a delay.
5. Place of performance and delivery, transfer of risk
The goods are delivered according to the Incoterm DAP (Delivery At Place). Packiro is responsible for delivering the goods to the buyer's named place of destination. However, the transport costs are shown separately and need to be paid by the buyer. The costs for carrying out all necessary import formalities are expressly excluded. These cost are also paid by the buyer.
Therefore, all duties related to imports into the country of destination are to be paid by the buyer or to be paid to the recipient. The shipment is therefore declared in the country of destination to the recipient. If the import is also subject to VAT due to the total value of the goods in the destination country, the VAT is also paid by the buyer.“
6. Retention of title
6.1 The delivered goods shall remain the property of Packiro until payment has been made in full based on the agreement concluded. (Retention of goods)
6.2 With the processing, combination and blending of the goods, Packiro shall be entitled to co-ownership of the new goods equal to the value of the products by Packiro in proportion to the value of the processed or blended goods. (Processed goods)
6.3 The Buyer shall only be entitled to resell goods subject to our reservation of title and only in the course of normal business. The Buyer shall now absolve Packiro from any responsibility for third-party claims in the amount of the original invoiced price of the product (including VAT). The Buyer is authorised to collect any debts arising from the resale. The Buyer is only entitled to make pledges or transfers of ownership with the prior consent of Packiro.
6.4 If the value of our securities exceeds the total claim against the Buyer by more than 20%, then, at the request of the Buyer, Packiro is obliged to release excess securities of our choice. This shall be based on the net invoice value charged by Packiro to the Buyer.
6.5 In the event of a delay in payment, impending suspension of payment, unsatisfactory information as to the customer's solvency or financial position, if judicial executions or protests with respect to the Buyer occur or if an application to initiate insolvency proceedings against the Buyer has been filed, Packiro is entitled to take back the goods delivered.
6.6 Enforcement of the retention-of-title provisions and seizure of the item of sale by Packiro shall not be deemed withdrawal from the contract in so far as the latter has not been expressly declared by Packiro in writing. Packiro is only entitled to further processing and other use of the goods subject to retention upon withdrawal from the contract.
6.7 The Buyer is obliged to carefully store and upkeep the retained goods for Packiro free of charge and safeguard them against loss, damage or deterioration with the conscientiousness and care of a prudent businessman. The Buyer assigns any insurance or compensation claims due to the loss, damage or deterioration of the reserved goods to Packiro.
7. Force majeure
In the event of force majeure or any other unforeseen events that may affect the ability of Packiro to deliver or provide a service, or render it impossible, the contractual obligations of both parties shall be suspended. In these cases, the dates for deliveries and/or services shall be extended until the disruption is over. Force majeure events include: energy or raw material shortages, industrial disputes in own and third-party companies, lock-outs, official injunctions, absence of third-party supplies, pandemics/epidemics, stoppages and other circumstances that cannot be foreseen by either party. The contracting party that wishes to invoke force majeure and its predicted duration shall notify the other contracting party without delay.
8. Invoicing and payment
8.1 The Buyer shall pay the amount owed upon checkout via PayPal or advance payment. For orders over €5,000, 50% of the total amount is payable within 7 days. The outstanding amount is payable within 14 days upon receive of the goods or invoice, whichever is latest.
8.2 Should the Buyer be in default with a payment, the Buyer is obliged to pay the sum of 9 percentage points above the base interest rate. The Buyer shall also be obliged to pay Packiro a flat-rate of 40 euros; the right to claim for further damages is reserved.
8.3 The Buyer may counter demands only in the case of indisputable or legally determined demands, unless such claims originate from the same mutual contractual relationship as the purchase price.
8.4 If the Buyer falls behind with a payment, all outstanding payments owed to Packiro shall be immediately due.
8.5 Packiro is entitled to send invoices to the Buyer using electronic means only.
9. Warranty for defects, damage compensation
9.1 The Buyer is obliged to inspect the goods upon receipt. Obvious defects must be reported immediately following delivery, while hidden defects must be reported immediately following their discovery. Packiro must be notified in writing of any defects. If the Buyer does not notify of defects in good time or in writing, the delivery and performance of Packiro is considered to be free of faults. If the Buyer accepts our delivery or performance in full knowledge of a fault, the Buyer is only entitled to any rights derived if these rights have expressly been reserved in writing.
9.2 If the delivery or service is faulty, Packiro can choose to provide a replacement or improvement (subsequent fulfilment). Packiro will have the opportunity to fulfil this service, typically no less than three weeks. In the event that subsequent fulfilment fails, the Buyer may withdraw from the contract or reduce the remuneration. Purchaser shall only have the right to reduce the purchase price if only negligible impairment of the value or the usage of our goods and services exists.
9.3 Furthermore, the Buyer may claim damages pursuant to statutory requirements and refund of its actual out-of-pocket expenses necessary for the purpose of repair or replacement. Sections 9.6 and 9.7 shall apply to claims for damages and refund.
9.4 Legal claims for recourse on the part of Buyer against Packiro shall only exist within the framework of the statutory provisions. The agreements between the Buyer and its customers that exceed the legal scope shall not extend to Packiro. The above provision shall apply accordingly to the reimbursement of expenses.
9.5 Liability for a specified purpose of use or any specified suitability shall only be assumed by Packiro to the extent that the latter is agreed as such expressly between the parties. This excludes any liability for the products sold inside the item, in particular baby food, chemical detergents, drugs, medicinal products, meat and cosmetics. The Buyer shall have the exclusive risk of suitability and use.
9.6 Claims for any damages and compensation of expenses of the Buyer against Packiro, its legal representatives, employees and auxiliary persons (together “representatives”) shall only exist if Packiro or its representatives acted on intent or in a grossly negligent manner, or if the duty that was breached is essential for fulfilment of the purpose of the contract. In case of breach of cardinal duties through simple negligence, Packiro shall be liable only for contractually typical losses up to a maximum value of €250,000.
9.7 The aforementioned exclusion or limitation of liability shall not apply in cases of damage to life, body or health or damage to private property by Packiro under the Product Liability Act or in other cases of mandatory liability.
9.8 All warranty claims, compensation for damages claims, and/or claims for the reimbursement of expenditure by the Buyer shall become statute-barred one year after the start of the statutory period of limitation, or in the event of gross or deliberate misconduct and in the event of fraudulent concealment in accordance with statutory regulations.
10.1 Packiro is - notwithstanding any other statutory or contractual provisions - entitled to terminate the contract with the Buyer without notice if the Buyer refuses the fulfilment of the contract by Packiro without justifying reason, in the event of significant deterioration in the asset situation of the customer, if an export ban enters into force against the Buyer or its country, or if other unforeseen events occur which affect the ability of Packiro to fulfil the contract.
10.2 If the customer terminates the contract before production of the goods has taken place, Packiro is entitled to demand that the customer pay an administration fee of 5% of the order value. If the customer terminates the contract after production of the goods has taken place, the customer must pay the entire order value less any expenses not incurred (e.g. handling costs).
11. Confidentiality, intellectual property rights, advertising
11.1 The Buyer is obliged to treat any unpublished information, knowledge and documents (“information”) provided by Packiro as confidential and not make it accessible to third parties, and only use it for the purpose of fulfilling the respective order.
11.2 Packiro retains title and full ownership rights to all such intellectual property of packaging designs created by Packiro or any artwork provided electronically. Excluded therefrom are the customer's own legally valid brand and design rights, which shall remain unaffected even though Packiro is granted appropriate rights of use for the purpose of order fulfilment.
11.3 Packiro is entitled to use pictures or moving images of the customer’s finished goods for its own advertising purposes for an unlimited duration.
12. Other provisions
12.1 The Buyer may only transfer the rights and obligations in accordance with this contractual relationship to third parties with Packiro's prior written consent.
12.2 The Buyer shall be responsible for compliance with statutory and regulatory requirements for the import, transport, storage, and use of the goods.
12.3 Should a stipulation in these business terms become invalid, this does not change the validity of the other terms.
12.4 Amendments, additions and/or termination of a contract or these Conditions of Sale must be made in writing.
13. Place of jurisdiction and governing law
13.1 All legal relations between the parties shall be governed exclusively by the law of the Federal Republic of Germany with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13.2 The exclusive place of jurisdiction is the headquarters of Packiro. Packiro is also entitled to bring an action against the Buyer at its place of general jurisdiction.
Version dated March 2020
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