General Terms and Conditions

Table of contents

1. Scope of application
2. Conclusion of contract
3. Prices and terms of payment
4. Delivery and shipping conditions
5. Force majeure
6. Delay in performance at the request of the customer
7. Retention of title
8. Liability for defects / Warranty
9. Liability
10. Statute of limitations
11. Retention, assignment
12. Special conditions for the processing of goods according to specific customer specifications
13. Applicable law, place of jurisdiction, contract language

1) Scope of application

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) of the company PMG Verpackung und Logistik GmbH (hereinafter referred to as “Seller”) shall apply to all contracts concluded between a trader (hereinafter referred to as “Client”) and the Seller by means of distance communication (e.g. telephone, fax, e-mail, letter). The inclusion of the customer’s own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 These General Terms and Conditions shall also apply exclusively if the Seller carries out the delivery to the Customer without special reservation in the knowledge that the Customer’s terms and conditions conflict with or deviate from these Terms and Conditions.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.

2) Conclusion of contract

The customer can send a non-binding request for an offer to the seller by telephone, fax, e-mail, letter or via an online contact form that may be available on the seller’s website. At the customer’s request, the seller shall send the customer a binding offer by e-mail, fax or letter for the sale of the goods previously selected by the customer from the seller’s range of goods. The customer can accept this offer by submitting a declaration of acceptance to the seller by fax, e-mail or letter or by paying the purchase price offered by the seller within a reasonable acceptance period specified by the seller in the offer, whereby the day of receipt of the offer is not included in the calculation of the period. The date of receipt of payment by the seller is decisive for acceptance by payment. If the last day of the period for acceptance of the offer falls on a Saturday, Sunday or a public holiday recognized at the customer’s place of business, the next working day shall take the place of such a day. If the customer does not accept the seller’s offer within the aforementioned period, the seller is no longer bound by his offer and can freely dispose of the goods again.

3) Prices and terms of payment

3.1 The prices quoted by the Seller are net prices and do not include statutory VAT. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and taxes will be charged separately where applicable.

3.2 Various payment options are available to the customer, which are communicated to him in the seller’s offer.

3.3 For deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

3.4 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed a later due date.

3.5 If the payment method purchase on account is selected, the purchase price is due after the goods have been delivered and invoiced. In this case, the purchase price must be paid within 14 (fourteen) days of receipt of the invoice without deduction, unless otherwise agreed. The seller reserves the right to offer the payment method purchase on account only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. The seller also reserves the right to carry out a credit check when selecting the payment method purchase on account and to reject this payment method if the credit check is negative.

3.6 A payment is deemed to have been received as soon as the equivalent value has been credited to one of the seller’s accounts. In the event of default in payment, the seller shall be entitled to default interest in the amount of 10 percentage points above the respective base interest rate. The other statutory rights of the seller in the event of default of payment by the customer remain unaffected by this. If receivables are overdue, incoming payments are first offset against any costs and interest, and then against the oldest receivable.

3.7 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the seller is entitled to pass on the price increase to the customer. However, this only applies if the delivery is agreed to take place later than four months after the conclusion of the contract.

4) Delivery and shipping conditions

4.1 Unless otherwise agreed, goods shall be delivered by dispatch to the delivery address specified by the customer.

4.2 Goods delivered by a forwarding agent are delivered “free kerbside”, i.e. to the public kerbside closest to the delivery address, unless otherwise stated in the shipping information in the seller’s online store and unless otherwise agreed.

4.3 The Seller is entitled to make partial deliveries insofar as this is reasonable for the Customer. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.

4.4 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the seller is not responsible for the non-delivery and the seller has concluded a specific covering transaction with the supplier with due care. The seller shall make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded without delay.

4.5 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. This also applies if the seller bears the costs of transportation. Transport insurance shall only be taken out at the special request and for the account of the customer.

4.6 In the event that the dispatch of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for dispatch to the customer. Any storage costs incurred after the transfer of risk shall be borne by the customer.

5) Force majeure

In the event of force majeure affecting the fulfillment of the contract, the seller is entitled to postpone the delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without any claims against the seller being able to be derived from this. Force majeure shall mean all events that are unforeseeable for the seller or events that – even if they were foreseeable – are beyond the seller’s control and whose effect on the fulfillment of the contract cannot be prevented by reasonable efforts on the part of the seller. Any statutory claims of the customer remain unaffected.

6) Delay in performance at the customer’s request

If dispatch or delivery of the goods is delayed at the customer’s request by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The contracting parties are at liberty to provide evidence of higher or lower damages.

7) Retention of title

7.1 The seller retains ownership of the delivered goods until the purchase price owed has been paid in full. Furthermore, the seller retains title to the delivered goods until all his claims arising from the business relationship with the customer have been fulfilled.

7.2 If the delivered goods are processed, the seller is deemed to be the manufacturer and acquires ownership of the newly created goods. If the goods are processed together with other materials, the seller acquires ownership in the ratio of the invoice value of his goods to that of the other materials. If, in the event of the goods of the Seller being combined or mixed with an item of the Customer, the latter is to be regarded as the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the Seller’s goods to the invoice value or, in the absence thereof, to the market value of the main item. In such cases, the customer shall be deemed to be the custodian.

7.3 The customer may neither pledge nor assign by way of security items subject to retention of title or reservation of rights. The customer is only permitted to resell the goods as a reseller in the ordinary course of business on condition that the customer has effectively assigned his claims against his buyers in connection with the resale to the seller and the customer transfers ownership to his buyer subject to payment. By concluding the contract, the customer assigns his claims in connection with such sales against his customers to the seller by way of security, who accepts this assignment at the same time.

7.4 The customer must immediately notify the seller of any access to the goods owned or co-owned by the seller or to the assigned claims. He shall immediately transfer to the seller any amounts assigned to the seller and collected by him, insofar as the seller’s claim is due.

7.5 If the value of the Seller’s security interests exceeds the amount of the secured claims by more than 10%, the Seller shall release a corresponding portion of the security interests at the Customer’s request.

8) Liability for defects / warranty

If the purchased item is defective, the provisions of statutory liability for defects shall apply. Deviating from this applies:

8.1 An insignificant defect does not justify any claims for defects and does not entitle the customer to refuse acceptance of the goods. If a part of the goods has a not insignificant defect, this does not entitle the customer to complain about the entire delivery. Anything else shall only apply in the event that the partial delivery is of no interest to the customer. In addition, payments by the customer may only be withheld to an extent that is in reasonable proportion to the material defect that has occurred. If the item is provided free of charge, the seller shall only be liable for defects if he is guilty of intent or gross negligence.

8.2 Claims for defects shall not arise in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences that are not provided for in the contract. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the fault complained of was not caused by these modifications or repair work.

8.3 For new goods, the limitation period for claims for defects is one year from delivery of the goods.

8.4 Rights and claims for defects are excluded for used goods.

8.5 The above limitations of liability and shortening of the limitation period do not apply

• for items that have been used for a building in accordance with their normal use and have caused its defectiveness,
• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect, and
• for the right of recourse according to § 445a BGB.

8.6 In the event of subsequent performance, the seller has the right to choose between repair or replacement.

8.7 If a replacement delivery is made as part of the liability for defects, the limitation period shall not begin again.

8.8 If the supplementary performance has taken the form of a replacement delivery, the customer is obliged to return the goods first delivered to the seller within 30 days. The return package must contain the reason for the return, the customer’s name and the number assigned for the purchase of the defective goods, which enables the seller to identify the returned goods. As long as and insofar as the allocation of the return shipment is not possible for reasons for which the customer is responsible, the seller is not obliged to accept returned goods and to repay the purchase price. The customer shall bear the costs of reshipment.

8.9 If the seller delivers a defect-free item for the purpose of subsequent performance, the seller may demand compensation for use from the customer in accordance with Section 8.9. § Section 346 para. 1 BGB (German Civil Code). Other statutory claims remain unaffected.

8.10 If the customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), he shall be subject to the commercial obligation to inspect and give notice of defects pursuant to § 377 HGB. If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed to have been approved.

9) Liability

The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:

9.1 The Seller shall be liable without limitation for any legal reason

• in the event of intent or gross negligence,
• in the event of intentional or negligent injury to life, limb or health,
• on the basis of a guarantee promise, unless otherwise agreed,
• due to mandatory liability such as under the Product Liability Act.

9.2 If the Seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless liability is unlimited in accordance with the above clause. Material contractual obligations are obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely.

9.3 Any further liability of the seller is excluded.

9.4 The above liability provisions also apply with regard to the Seller’s liability for its vicarious agents and legal representatives.

10) Statute of limitations

Claims of the customer against the seller shall become time-barred – with the exception of the claims regulated under the item “Liability for defects / Warranty” – one year after knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies in accordance with the above clause.

11) Retention, assignment

11.1 The customer’s rights of retention and rights to refuse performance are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.

11.2 The assignment of claims arising from the contract concluded with the customer by the customer, in particular the assignment of any claims for defects by the customer, is excluded.

12) Special conditions for the processing of goods according to specific customer specifications

12.1 If, according to the content of the contract, the seller is also responsible for processing the goods according to the customer’s specifications in addition to delivering the goods, the customer must provide the seller with all content required for processing, such as texts, images or graphics in the file formats, formatting, image and file sizes specified by the seller and grant the seller the necessary rights of use. The customer is solely responsible for the procurement and acquisition of rights to this content. The customer declares and accepts responsibility for the fact that he has the right to use the content provided to the seller. In particular, he shall ensure that no third-party rights are infringed, especially copyrights, trademark rights and personal rights.

12.2 The customer shall indemnify the seller against claims by third parties which they may assert against the seller in connection with an infringement of their rights through the contractual use of the customer’s content by the seller. The customer shall also assume the necessary costs of legal defense, including all court and attorney’s fees in the statutory amount. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party, the customer is obliged to provide the seller immediately, truthfully and completely with all information necessary for the examination of the claims and a defense.

12.3 The seller reserves the right to refuse processing orders if the content provided by the customer for this purpose violates legal or official prohibitions or offends common decency. This applies in particular to the provision of anti-constitutional, racist, xenophobic, discriminatory, offensive, youth-endangering and/or violence-glorifying content.

13) Applicable law, place of jurisdiction, contract language

13.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the laws on the international sale of goods.

13.2 If the customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the seller. If the customer is domiciled outside the territory of the Federal Republic of Germany, the seller’s place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer’s professional or commercial activity. In the above cases, however, the seller is in any case entitled to appeal to the court at the customer’s place of business.

13.3 The contract language is German.