General Terms and Conditions of Delivery, Performance and Payment

§ 1 Scope of application

These General Terms and Conditions ("GTC") apply to all contracts between mopack GmbH ("we") and the contractual partner ("customer"), insofar as the customer is an entrepreneur, a legal entity under public law or a special fund under public law. General terms and conditions of the customer are expressly rejected. Within the framework of a permanent business relationship, our General Terms and Conditions shall also apply to all future transactions without the need for a renewed reference thereto.

 

§ 2 Conclusion of contract, contents of contract

Our offers are subject to change without notice. We are entitled to prior sale. The contract is concluded only with our written confirmation of order.If our order confirmation deviates from the customer's order, the deviations shall be deemed approved if the customer does not object to them immediately.Deviations of the contract goods are permissible within the scope of customary commercial practice. This applies to quality and quantity. Deviations customary in the trade are to be evaluated in particular on the basis of the test and evaluation guidelines of the GKV and the specifications of the Verband der Wellpappenindustrie e.V. (Association of the Corrugated Board Industry).

 

§ 3 Copyright, drawings, plans

Freedom from defects of title shall be owed only in the territory of the Federal Republic of Germany.Before placing an order, the customer shall check at its own expense that the goods do not infringe the copyrights of third parties. The customer shall indemnify us against all claims of third parties due to copyright infringements. It shall also bear the costs of legal proceedings, even if these exceed the statutory fees. Drawings, plans, drafts, etc. are and remain our property. Their creation shall be remunerated separately. If a contract is concluded with the customer, the remuneration shall be offset against the later order amount. Reproduction is subject to prior consent.

 

§ 4 License fees

The customer shall pay license fees, e.g. for the Duale System Germany. The customer shall indemnify us from all claims arising therefrom. If the customer wishes license marks to be printed, such as "the green dot", it shall form a contract for the use of the license mark.

 

§ 5 Prices

Our prices are ex works (Incoterms 2010: ex works). All prices are net plus VAT applicable at the time of delivery. Cost shares for aids such as printing plates, films, copies, punching tools, etc. are invoiced separately. The customer shall not acquire ownership, including pro rata ownership, of these aids. This also does not constitute any expectant right. In the event of increased production costs, in particular as a result of wage increases and price increases for raw materials and auxiliary materials, we shall be entitled to increase prices if a period of more than three months has elapsed between conclusion of the contract and acceptance.

 

§ 6 Delivery

Delivery is ex works according to Incoterms 2010 (ex works). The delivery time shall be determined in accordance with the provisions in the order confirmation. If the delivery time is not marked as binding in the order confirmation, it shall be the likely delivery time. The delivery period begins with the dispatch of the order confirmation, but not before the customer has provided us with the necessary documents or made the required down payment. In cases of force majeure, in particular natural disasters, industrial disputes, fire and terrorist attacks, the delivery period shall be extended accordingly. If the force majeure causes a delay of more than three months, the customer is entitled to withdraw from the contract. Withdrawal must be declared in writing. The delivery period shall be subject to timely delivery by our suppliers. We reserve the right to make partial deliveries provided that the customer does not suffer any unreasonable disadvantage as a result.

 

§ 7 Passing of risk

The risk of accidental loss is transferred on the transfer of the goods to the carrier. In the event of non-acceptance, the risk of accidental loss shall pass to the customer upon our declaration of readiness for dispatch.

 

§ 8 Default of acceptance

If the customer does not accept the goods on time, it shall for each commenced week of non-acceptance pay us a sum equal to 0.5% of the order value or the value of the partial delivery, but not more than a total of 5% of the order value or the value of the partial delivery. The customer is entitled to prove lesser loss.

 

§ 9 Payment

Unless agreed otherwise in writing, all payments made by the customer in EUR shall be made at the expense and risk of the customer, in particular with regard to timeliness. Payments are due within 30 days of the invoice date. For payments made within 14 days of the invoice date, we grant a 2% discount, provided all previous payments due have been settled.

 

§ 10 Set-off, right of retention

The customer may offset undisputed or legally established claims. The customer may exercise its right of retention in the event of undisputed or legally established claims.

 

§ 11 Notice of defects

The customer must inspect the goods immediately upon receipt. The customer must provide notice of any defects discovered immediately and in writing, and at the latest within two working days. Hidden defects must be reported in writing by the customer immediately, and at the latest within two working days of their discovery. Notification of defects must describe the defect discovered in detail. Upon consultation, photographs of the defective products shall be taken at our request and handed over to us. If a defect is not notified in writing within the specified periods, the goods shall be deemed approved. This shall not apply if we fraudulently conceal the defects.

 

§ 12 Defect rights

We shall be entitled, at our discretion, to effect subsequent performance by repair or delivery of defect-free goods. The customer shall grant us a period of ten working days for subsequent performance. The period shall commence with request by the customer. We shall bear the costs of subsequent performance. We shall not assume any subsequent performance costs arising from the transport of the products to a location other than that specified. Claims arising from warranty rights shall become statute-barred within 12 months of the passing of risk. This shall not apply if we have fraudulently concealed the defect or if it is a hidden defect.

 

§ 13 Liability

We shall be liable without limitation in the event of injury to body, health or life. We shall be liable without limitation in accordance with the Product Liability Act. We shall be liable for the culpable violation of essential contractual obligations. Essential contractual obligations are those which enable the execution of the contract and on compliance with which the customer can usually rely. Insofar as we do not intentionally or grossly negligently breach essential contractual obligations, our liability shall be limited to the foreseeable damage typical for this type of contract. We shall be liable without limitation for the intentional or grossly negligent breach of contractual obligations. We shall not be liable in the event of a breach of contractual obligations if we are only guilty of simple negligence and if the obligations concerned are not essential contractual obligations. Otherwise, liability for culpable breach of contractual obligations shall be limited to typical, foreseeable damage.

 

§ 14 Retention of title

The products shall remain our property (reserved goods) until all claims arising from the commercial relationship have been settled in full. The customer is entitled to dispose of the reserved goods in the ordinary course of business. In the case of a current account, the reserved property serves as security for the balance in our favour. The customer hereby assigns to us as security all claims against third parties arising from the use of the reserved goods, in particular from resale, together with all ancillary rights. We accept the assignment. The customer shall reserve title of goods vis-à-vis its customer until the purchase price has been paid in full. The customer is authorised to collect the resulting claims for our account until we revoke this authorisation or until payment to us is discontinued. We shall revoke direct debit authorisation only if the customer is in default of payment, if the customer's financial situation deteriorates or if an application is made to open insolvency proceedings against the customer's assets. In the event of revocation of the direct debit authorisation, the customer must provide us with the information necessary for the collection of the claims. The customer must inform us immediately in writing of any access by third parties to the reserved goods or the objects over which we have (co-)ownership, in particular enforcement measures, and of any access by third parties to our claims, and must provide us with the documents necessary for the assertion of our rights. We undertake to release the securities to which we are entitled at our discretion at the customer's request insofar as the value of our securities exceeds the claims to be secured by more than ten per cent

 

§ 15 Place of performance, place of jurisdiction, choice of law

Place of performance for all obligations arising from the customer's order and exclusive place of jurisdiction is the registered office of our company in Dettingen/Erms. In addition, we are entitled to bring claims against the customer at its general place of jurisdiction. This contract is subject to German law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

 

§ 16 Severability clause

Should a provision or parts of a provision of these GTC be or become invalid, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the invalid (partial) provision with a provision that is as commercially equivalent as possible. The same applies in the event of a loophole.

 

§ 17 Data protection

We use the customer's data within the framework of the contractual relationship in accordance with § 27 ff. of Germany's Data Protection Act (BDSG).

 

As at: January 2018

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