1. Scope of Application
1.1 Unless otherwise agreed in writing, these General Terms and Conditions of Purchase (“Terms” / “GTC Purchase”) shall exclusively apply to the business relationship between Packiro and the supplier/service provider (“Contractor”).
1.2 Any terms and conditions of the Contractor deviating from or supplementing these Terms shall not be binding upon Packiro, even if Packiro does not expressly object to them or if the Contractor states that it only provides deliveries or services subject to its own terms and conditions. This shall also apply if Packiro accepts deliveries or services without reservation while being aware of conflicting terms and conditions. Any conflicting terms and conditions are hereby expressly rejected.
1.3 These Terms shall also apply to all future and existing business relationships, provided they have been communicated to the Contractor. They shall apply to all future orders, deliveries and services, including those within already existing contractual relationships.
The version of the General Terms and Conditions of Purchase valid at the time of the order shall apply.
1.4 These Terms supplement any individual agreements. In the event of contradictions, individual agreements shall prevail.
2. Conclusion of Contract
2.1 The contract shall be concluded when:
a) the Contractor accepts an order from Packiro within three (3) business days; or
b) Packiro accepts an offer submitted by the Contractor.
2.2 Offers shall be submitted free of charge and non-binding unless otherwise agreed.
2.3 The order number must be stated in all correspondence.
2.4 If the Contractor does not expressly accept the order, the contract shall be deemed concluded at the latest upon execution of the delivery or service, unless the order was expressly rejected beforehand.
By executing the delivery or service, the Contractor confirms that it has taken note of the order, including these Terms, and has not objected to them.
3. Subcontractors
3.1 The engagement of subcontractors requires Packiro’s prior written consent.
3.2 The Contractor shall ensure that subcontractors comply with all obligations applicable to the Contractor towards Packiro and shall be liable for their conduct as for its own conduct.
4. Delivery and Performance
4.1 Delivery shall be made to the address specified in the order. All transport, packaging and labeling requirements must be complied with.
4.2 Shipping and delivery documents must accompany the delivery in full. Each delivery must include a delivery note.
The order number and batch number must be stated on shipping notices, delivery documents, waybills, packing lists and outer packaging.
The number of items and/or unit weight must be visibly and permanently indicated on load units.
4.3 The Contractor shall provide Packiro in a timely and unsolicited manner with all required product-related information, in particular safety data sheets, technical data sheets, processing instructions, declarations of conformity, certificates and labeling requirements, including any updates thereto.
4.4 Upon delivery, ownership of the goods shall pass to Packiro without restriction unless otherwise agreed in writing. Retention of title by the Contractor shall only be recognized if expressly agreed in writing.
5. Prices, Invoices and Payment
5.1 Agreed prices are fixed prices and include all ancillary services, in particular packaging, transport, insurance and duties.
5.2 Invoices must comply with applicable legal requirements and contain the order number. Discounts, deductions and taxes must be shown separately.
5.3 Invoices not complying with these requirements shall only be deemed received by Packiro once properly corrected.
5.4 Unless otherwise agreed, payments shall be made net within thirty (30) days after delivery and receipt of invoice, whichever occurs later. Payment periods shall only commence upon receipt of a verifiable invoice.
5.5 Payment shall not constitute a waiver of any warranty or defect rights.
6. Price Adjustments
6.1 Price adjustments require Packiro’s prior written approval.
6.2 Price increases shall only become effective if announced in writing at least four (4) weeks prior to the intended effective date and reasonably justified.
6.3 Price increases are excluded without timely prior notice.
6.4 Packiro shall be entitled to terminate affected contracts extraordinarily in the event of a price increase.
7. Delay in Delivery
7.1 Delivery dates specified by Packiro are binding. Early deliveries, partial deliveries and deliveries after the agreed delivery date require Packiro’s prior written consent. Acceptance or payment of delayed deliveries without reservation shall not constitute a waiver of any rights.
7.2 As soon as the Contractor becomes aware of circumstances likely to jeopardize timely delivery, the Contractor shall immediately inform Packiro, stating the reasons and expected duration of the delay.
7.3 In the event of delay, Packiro shall be entitled to the statutory claims and remedies.
7.4 The Contractor may only rely on missing cooperation by Packiro if the Contractor has previously issued a written reminder.
7.5 The assertion of further statutory claims remains unaffected.
8. Transfer of Risk, Weights and Quantities
Unless otherwise agreed, the transfer of risk shall be governed by the Incoterms in their latest version. Unless otherwise agreed, DDP (Delivered Duty Paid) shall apply.
Without prejudice to further claims, in the event of discrepancies in weight or quantity, the values determined by Packiro upon receipt of goods shall prevail unless the Contractor proves that its values were correctly determined according to generally accepted methods at the time of transfer of risk.
9. Warranty and Liability
9.1 Packiro or third parties commissioned by Packiro shall carry out incoming goods inspections only with regard to externally visible damage and deviations in identity and quantity. Such defects shall be notified within ten (10) business days. Any other defects shall be notified immediately upon discovery.
9.2 The Contractor warrants that the delivery complies with the agreed specifications, is suitable for its intended purpose, complies with the state of the art and all applicable legal requirements.
9.3 In the event of defects, Packiro may demand subsequent performance or remedy the defect itself at the Contractor’s expense.
9.4 The Contractor shall be liable for defects in title and indemnify Packiro against third-party claims.
9.5 Liability exclusions or limitations of the Contractor shall not be accepted to the extent permitted by law.
9.6 The Contractor shall maintain adequate liability insurance coverage with customary market conditions for the duration of the business relationship, including any warranty, guarantee and limitation periods.
The minimum coverage amount per claim shall be at least EUR 5 million for property damage and EUR 10 million for personal injury.
Upon request, the Contractor shall immediately provide Packiro with appropriate proof of insurance coverage. Lower coverage amounts require Packiro’s prior express written approval.
9.7 The Contractor shall also bear all consequential damages, in particular production downtime, recall costs and other financial damages, to the extent permitted by law.
9.8 Limitation periods shall be governed by statutory provisions; in the event of remedial action, they shall recommence.
9.9 Any agreements shortening statutory or contractually agreed limitation periods for defects in quality or title shall only be binding upon Packiro if expressly agreed in writing.
9.10 Where the Contractor provides services as a freelancer or service provider, the Contractor shall be liable for all damages resulting from defective or non-contractual performance. This includes, in particular, damages arising from unauthorized or improper use of licenses, intellectual property rights or other rights of use.
The Contractor shall indemnify Packiro upon first request against all third-party claims resulting from a breach of duty by the Contractor.
10. Termination
10.1 Packiro shall be entitled to terminate contracts ordinarily with four (4) weeks’ notice.
10.2 The right to extraordinary termination for good cause remains unaffected.
10.3 Without prejudice to further statutory or contractual rights, Packiro shall be entitled to terminate contracts extraordinarily and with immediate effect if:
insolvency proceedings are opened over the Contractor’s assets or such proceedings are applied for;
the Contractor materially breaches contractual obligations;
a significant deterioration in the Contractor’s financial circumstances occurs; or
other unforeseen circumstances arise that materially impair the basis of the cooperation.
11. Usage Rights and Licenses
11.1 The Contractor grants Packiro all rights of use necessary for the contractual use of the services. Unless otherwise expressly agreed, such rights shall be unlimited in time, territory and content.
11.2 Subsequent license or usage fees due to excess usage shall be permissible up to an amount of 150% of the originally agreed remuneration. Any further charges shall only be permissible under the conditions set out in Section 11.3.
11.3 Any recalculation exceeding 150% of the originally agreed remuneration requires that the Contractor informs Packiro immediately upon becoming aware of the excess usage and transparently discloses the expected financial impact in writing.
If such information is not provided in a timely manner, any further claims shall be excluded.
11.4 Where contracts provide for automatic renewals, the Contractor shall inform Packiro in text form (e.g. e-mail) no later than four (4) weeks prior to the automatic renewal taking effect.
Such notice must include the essential contractual terms, in particular term, remuneration and notice periods.
If such notice is not provided in time, any minimum contract term or fixed contractual commitment for the relevant renewal period shall cease to apply. In such case, Packiro shall be entitled to terminate the contract at any time with two (2) weeks’ notice.
The foregoing provisions shall prevail with regard to automatic renewals and related minimum terms and notice periods unless otherwise expressly agreed in writing in the individual case.
11.5 All work results created by the Contractor within the scope of the services, including all associated intangible assets, in particular copyrights, usage rights, designs, concepts, documentation, software and other intellectual property rights, shall transfer exclusively and without restriction to Packiro upon their creation or at the latest upon full payment of issued invoices, to the extent legally permissible.
The Contractor grants Packiro all necessary exclusive rights of use without limitation in time, territory or content. To the extent legally permissible, the Contractor waives any moral rights insofar as they conflict with the contractual use by Packiro.
The Contractor shall not be entitled to use, exploit or make available such work results to third parties without Packiro’s prior written consent. This also applies to preliminary stages, drafts and unrealized work results.
This shall also apply to all work results created by the Contractor prior to these Terms becoming effective within the business relationship with Packiro, provided the Contractor continues the cooperation with Packiro after becoming aware of these Terms.
The Contractor shall ensure that no conflicting third-party rights exist.
12. Confidentiality and References
12.1 The Contractor undertakes to treat all non-public information confidentially and to use it solely for contract performance. These obligations shall survive termination of the business relationship.
12.2 Information must be returned or destroyed upon request.
12.3 All rights to such information shall remain with Packiro.
12.4 Any reference to the business relationship with Packiro shall be prohibited without prior consent.
13. Compliance
The Contractor undertakes to comply with all applicable legal requirements, in particular with regard to labor, environmental and supply chain regulations.
14. Miscellaneous
14.1 The Contractor may transfer rights and obligations arising from the contractual relationship only with Packiro’s prior written consent.
14.2 Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected.
14.3 Amendments and supplements require written form. This shall also apply to any waiver of this written form requirement.
14.4 In all other respects, the General Terms and Conditions (T&Cs) of Packiro shall apply additionally, to the extent applicable to the respective contractual relationship. The GTC are available online or will be provided upon request.
15. Governing Law and Jurisdiction
15.1 German law shall apply excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
15.2 Place of jurisdiction shall be the registered seat of Packiro.
Version dated March 2026