Terms
EGP-Bartalis GmbH
General terms and conditions of business
1. general scope
1.1.
Our General Terms and Conditions of Business (GTC) apply exclusively to all offers made by us and contracts concluded.
We do not recognise any terms and conditions of the customer that are contrary to or deviate from our terms and conditions, unless we have expressly agreed to their validity in writing.
Our General Terms and Conditions of Business shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions of business.
1.2.
Agreements made in writing between the contracting parties in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these terms and conditions.
1.3.
Our terms and conditions of business shall only apply to companies within the meaning of Section 310 (1) of the German Civil Code (BGB).
2nd offer, conclusion of contract
2.1.
Orders and customer inquiries are qualified as an offer according to § 145 BGB and can be accepted by the user within 2 weeks.
2.2.
A contract with the customer is only concluded upon the User's confirmation, whereby this can also take place simultaneously with invoicing. Until then, any offers made by the User are non-binding and subject to change, unless the offers have been designated as binding for a specific period of time.
2.3.
With an order confirmation by the User stating the order status "VAR", a contract is concluded under the condition precedent of the production release by the Purchaser and the subsequent reconfirmation by the User, unless otherwise agreed. The production release declaration must be made within the period set in the order confirmation, after which the User is no longer bound to its offer. If the production release declaration is made by the Purchaser, a reconfirmation by the User with "VVR" and / or "Delivery status firm" is required for the contract to be finally concluded.
If, however, a valid contract has already been concluded at an earlier date, the user shall be entitled to revoke the contract prior to the release for production.
3. prices
3.1.
Unless otherwise stated in the order confirmation, our prices are "free domicile".
The prices we quote are all-inclusive prices which include transport, customs duties and insurance premiums in addition to the cost of the goods.
An individual breakdown of the costs is not provided in the invoicing.
All prices quoted are exclusive of the applicable value added tax.
3.2.
The prices result from our order confirmation.
The prices are based on the calculations existing at that time.
If, after conclusion of the contract, there is a significant change (10%) in purchase prices, wage and salary rates, customs duties, freight or taxes, we are entitled to increase the agreed prices by the proportionate additional expenditure. The purchaser will be informed of this. This provision shall apply accordingly in the event of a decrease in prices or costs.
3.3
The delivery weights/delivery quantities determined by us upon delivery of the goods shall be decisive for the calculation of the purchase price. In the event of deviations in quantity / weight which remain within the tolerance customary in the industry in accordance with the values in the AVB of the Verband deutscher Papierfabriken e.V. (VDP) in the latest applicable version, the price shall be calculated on the basis of the delivery weights/delivery quantities determined by us upon delivery. (VDP) in the latest applicable version, the price calculation shall be based on the actual delivery quantity/delivery weight.
If the goods are invoiced by weight, the price shall be calculated on the basis of the gross weight if packing and wrapping paper is used.
3.4.
If a delivery price has been agreed and delivery is delayed for reasons for which we are not responsible, our price commitment shall end one month after the agreed latest delivery date. In this case, a price adjustment is possible in accordance with clause 3.2.
4. terms of payment
4.1.
Unless otherwise stated in the order confirmation, the purchase price shall be paid net (without deduction) in cash or by bank transfer free of charges immediately upon receipt of the invoice. The statutory regulations concerning the consequences of default in payment shall apply. If the customer is in default of payment, we are not obliged to deliver ordered goods until full payment of arrears. In this case, as well as in the event of a deterioration in the financial circumstances of the customer (e.g. in the event of a protest of a cheque or bill of exchange), in the event of a transfer of the business to a third party, dissolution of the business or death of the customer, we shall be entitled to demand payment in advance for deliveries not made.
If the customer rejects this type of business transaction, all outstanding claims shall become due for payment immediately.
4.2.
We accept bills of exchange only after prior agreement, charging all collection and discount charges and only on account of payment. As long as we are still subject to the issuer's/ or endorser's liability arising from a bill of exchange given in connection with the business relationship, our claims shall be deemed not to have been fulfilled.
4.3.
The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, he is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
5. delivery time
5.1.
All our contracts are subject to correct, complete and timely delivery to us.
5.2.
Partial deliveries are permissible.
5.3.
A stated delivery period begins on the day the order is completely clear and, if down payments are to be made by the customer, on their receipt by us.
5.4.
Delivery times and delivery periods are fixed, insofar as we offer such periods.
5.5.
If a delivery period agreed as fixed or a delivery date agreed as fixed is exceeded for reasons for which we are responsible, the customer shall be entitled to withdraw from the contract after having granted us a reasonable period of grace to no avail.
Claims for damages in the amount of the foreseeable, contract-typical damage are only entitled to the customer to the exclusion of further claims up to a maximum of 5% of the price of the ordered goods with whose delivery we are in default, unless the default is based on intent or gross negligence. In the event of gross negligence, we shall not be liable for remote consequential damage, such as the failure or hindrance of the customer's production or the like. The delivery period shall be extended in cases of force majeure or other official measures for which we or our suppliers are not responsible, operational disruptions and strikes by the duration of the hindrance and its after-effects, unless delivery becomes impossible as a result of these circumstances and we are therefore released from our delivery obligation.
6 Transfer of risk, default in performance
6.1.
All our deliveries are made "free domicile". In this respect, the user shall bear the costs of any transport.
6.2.
We have fulfilled our delivery obligations as soon as the goods are duly delivered to the customer's plant. As soon as the forwarder, carrier or shipping agent hands over the goods to the customer at the destination location, the delivery obligation is fulfilled. This also applies to partial deliveries.
6.3.
The return of transport packaging and all other packaging in accordance with the packaging regulations is excluded. This does not include pallets, which remain the property of the User. The purchaser is obliged to dispose of the packaging at his own expense.
6.4.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration shall also pass to the customer at the point in time at which the customer defaults on acceptance.
6.5.
Under the aforementioned conditions or if the purchaser is in default with the fulfilment of his payment obligations, we are entitled, after the unsuccessful expiry of a reasonable period of grace, at our discretion, to charge the purchaser for the goods and to send them to the purchaser without being requested to do so, or to withdraw from the contract or to demand damages for non-fulfilment in the proven amount, but at least in the amount of 25% of the contract price plus VAT. However, it is expressly permitted to prove that the damage did not occur at all or was considerably lower than the lump sum. If a partial quantity is affected, we shall also be entitled to demand immediate payment of the outstanding quantity or to withdraw from the contract in this respect.
7 Simple retention of title, extended retention of title
7.1.
The delivered goods remain our property until the purchase price has been paid in full (simple retention of title).
We retain title to the goods delivered by us (goods subject to retention of title) until the purchase price has been paid in full, including interest, ancillary claims and the costs of any legal action, including the costs of any necessary intervention due to seizure of the delivered goods by third parties. We must be informed immediately of any execution on the delivered goods.
It is hereby clarified that in cases of cheque/bill of exchange financing, ownership of the delivery item shall not pass to the customer until the bill of exchange has been honoured in full and the bill amounts have been paid to us.
7.2.
In the event of conduct in breach of contract on the part of the customer, in particular in the event of default in payment, we shall be entitled, after setting a reasonable deadline, to demand the return of the goods delivered subject to retention of title by way of security. This demand, as well as the execution of the delivered goods by us, is a withdrawal from the contract if we expressly declare this.
After taking back the object of sale, we shall be entitled to realise it. The proceeds of the sale shall be credited against the customer's liabilities - less reasonable costs of sale.
7.3.
The purchaser shall be entitled to process the reserved goods in the normal course of business. Any processing or treatment of the goods subject to retention of title shall be carried out by the customer on our behalf as manufacturer in accordance with § 950 BGB (German Civil Code) with the proviso that we acquire ownership of the new items in their respective state of processing or treatment, without any obligations arising for us from this. In the event of mixing, combining or processing the goods subject to retention of title with other goods not belonging to us, we shall acquire co-ownership of the new goods in the ratio of the factor value of our goods subject to retention of title to the value of the other goods at the time of mixing, combining or processing (extended retention of title).
If, notwithstanding the above agreement, the customer acquires sole ownership of the new item, we hereby agree with him that he shall grant us co-ownership of the item in the ratio of the factor value of the mixed, combined or processed goods subject to retention of title to the value of the new item and that the customer shall keep this item for us free of charge.
7.4.
The customer may resell the goods subject to retention of title, which are in our sole or co-ownership, in the normal course of business. He is not permitted to pledge, transfer by way of security or assign as security. The authorization to resell shall not apply if the customer excludes the assignability of the claim from the resale with his customer. The customer hereby assigns to us all claims arising from the resale of the goods subject to retention of title, which are in our sole or joint ownership, irrespective of whether the purchased goods have been resold without or with subsequent processing, together with all ancillary and security rights including bills of exchange and cheques as well as balance claims in a current account.
7.5.
The customer shall only be entitled to combine, mix or process the goods subject to retention of title and to collect the assigned claims as long as he meets all his obligations towards us in due time and in full or we have not revoked this authorisation for justified reasons.
7.6.
At our request, in the event of default in payment or non-performance, the customer shall be obliged to inform us of the names of his customers against whom he has acquired claims through the sale of our goods, as well as the amounts owed by these customers.
7.7.
We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion at the request of the customer to the extent that their value exceeds the claims to be secured by 20% or more.
7.8.
The customer is obliged to insure the reserved goods against the usual risks. He hereby assigns to us his claims for compensation for loss of or damage to the reserved goods against his insurance company. We hereby accept this assignment.
8. warranty
8.1.
We reserve the right to unavoidable deviations in quality, material, purity, colour and other properties in a manner customary in the industry. With regard to deviations in quantity, the terms and conditions of the German paper industry shall apply in the latest version (AVB of the Verband deutscher Papierfabriken e.V.).
8.2.
Information and data concerning the specification of the goods or a sample of the goods do not contain any guarantee of quality or durability, but are only to be understood as approximate indications of the average quality, unless we have expressly guaranteed a specific quality of the goods in writing.
8.3.
The customer's rights in respect of defects shall be subject to the condition that the customer has duly complied with its obligations to examine the goods and to give notice of defects in accordance with §§ 377,378 of the German Commercial Code (HGB). The customer must inspect the goods by way of trial processing or trial operation to determine whether they are faultless and suitable for the purpose intended by the customer. If he fails to carry out this inspection, we shall not be liable.
8.4.
If the purchased item is defective, the User shall be entitled to demand performance in the form of rectification of the defect or delivery of a new item free of defects, at its discretion. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, insofar as these do not arise as a result of the purchased item having been taken to a place other than the place of performance.
8.5.
If the supplementary performance fails, the customer is entitled to choose between withdrawal from the contract or reduction of the purchase price.
8.6.
We shall be liable in accordance with the statutory provisions insofar as the customer asserts claims for damages which are based on intent or gross negligence. Insofar as we are not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
8.7.
If we culpably violate an essential contractual obligation, we shall be liable in accordance with the statutory provisions. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
8.8.
Liability for culpable injury to life, limb or health remains unaffected. The same applies to the mandatory liability under the Product Liability Act.
8.9.
Unless otherwise stipulated above, liability is excluded.
8.10.
Only the direct purchaser shall be entitled to make claims against us on account of defects and such claims shall not be assignable.
8.11.
The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
9. joint and several liability
9.1.
Any further liability for damages than provided for in § 8 - regardless of the legal nature of the asserted claim - is excluded.
This applies in particular to claims for damages arising from culpa in contrahendo, from other breaches of duty or from tortious claims for compensation for material damage in accordance with § 823 BGB.
9.2.
The limitation according to paragraph 1 shall also apply insofar as the customer, instead of a claim for compensation of the damage, demands expenses without compensation instead of performance.
9.3.
Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.
10 Place of jurisdiction, place of performance
10.1
If the customer is a merchant, our place of business shall be the place of jurisdiction. However, we are also entitled to sue the customer at the court of his place of residence.
10.2
The law of the Federal Republic of Germany shall apply. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
10.3.
Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
11. severability clause
Should individual provisions of these General Terms and Conditions or other contractual provisions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.
General Terms and Conditions / Purchasing
§ 1 General
(1) Our orders are placed subject to the following terms and conditions. The supplier acknowledges them as binding for the present contract, at the latest upon commencement of the execution of the contract. Any terms and conditions of the supplier or other agreements deviating from these terms and conditions of purchase shall only apply if they have been expressly accepted by us in writing for each individual case. If the delivery is nevertheless made, this shall be deemed to be an acceptance of these Terms and Conditions of Purchase. If we accept the goods, this shall be exclusively subject to these Terms and Conditions of Purchase.
(2) We may cancel the order without incurring any costs, provided that we have not received the supplier's order confirmation within 3 days of receipt of the order by the supplier.
(3) Agreements made between the contracting parties in individual cases (including collateral agreements, supplements and amendments) shall in all cases take precedence over these Terms and Conditions.
2 Delivery time
(1) The timeliness of the delivery shall be determined by the date of receipt at the destination specified by us. If the supplier is in default of delivery and if a reasonable grace period set by us has expired fruitlessly, we shall be entitled to withdraw from the contract or to claim damages instead of performance. However, we may continue to insist on performance even after expiry of the period of grace and in addition claim damages for the delay. In the case of fixed dates, this shall apply without a period of grace.
(2) If the supplier is in default with a partial delivery, we shall be entitled to withdraw from the entire contract or to claim damages instead of the entire performance, taking into account para. 1, if there is no interest in the partial performance.
(3) If it becomes foreseeable that the agreed delivery period or the agreed delivery date will be exceeded, the supplier shall inform us immediately of the expected duration of the delay, without prejudice to his other obligations.
§ 3 Warranty
(1) Delivered goods shall be deemed to have been accepted when we have had the opportunity to examine and test the object of performance. The inspection and examination shall be carried out in accordance with our ordinary course of business. Notices of defects shall be deemed to have been given in good time if they are given immediately after discovery of the defect. Payments shall not be deemed a waiver of the right to give notice of defects. Contradictory inspection and examination periods of the supplier shall not apply.
(2) In the event that the delivered goods are defective, we may, at our discretion, demand rectification of the defect or replacement delivery. Only under the conditions of § 637 BGB (German Civil Code) we are entitled - also within the framework of purchase contracts - to remedy the defect ourselves or to have it remedied by a third party or to obtain cover from a third party at the supplier's expense. We may store defective deliveries for the account and at the risk of and on behalf of the supplier. We shall inform the supplier of this without delay.
(3) The supplier shall bear the burden of proof that the damage was not caused by his delivery and that the defect was first caused by us.
(4) Insofar as claims are asserted against us by way of manufacturer's liability and the product liability damage occurred due to the defect of a partial product delivered by the supplier, the supplier shall be obliged to compensate us for the ascertained damage. The supplier is obliged to take out sufficient product liability insurance.
(5) Our warranty claims shall become time-barred 3 years after the transfer of risk.
(6) In all other respects, the statutory provisions shall apply to the warranty.
4 Shipment and transfer of risk
(1) Delivery shall be made to the destination specified by us. Unless otherwise agreed in writing, the shipping and packaging costs shall be borne by the supplier. Pricing ex works or ex warehouse of the supplier is to be agreed.
the lowest costs in each case, insofar as no specific mode of transport has been prescribed by us. Additional costs due to non-compliance with shipping or packaging instructions shall be borne by the supplier. Additional costs for any accelerated transport necessary to meet a delivery date shall also be borne by the supplier.
(2) The delivered goods must be delivered packed. The packaging must be safe for transport and comply with the transport regulations applicable to the selected mode of transport and the packaging regulations specified in the order.
(3) The goods shall travel at the risk of the supplier until they arrive at their destination, unless the transport is carried out by a carrier commissioned by us.
(4) If the consignment arrives at its destination in damaged packaging or is delivered in damaged form to the carrier commissioned by us, we shall be entitled to reject the consignment without checking its content. The costs of the returns shall be borne by the supplier.
§ 5 Means of production and production samples
(1) The preparation of offers, projects, cost calculations etc. is free of charge for us - even if an order is not subsequently placed - unless otherwise agreed in writing.
§ 6 Payment
(1) On the day of dispatch, the supplier shall send us separately a single copy of an invoice stating the order number specified by us as well as an exact list of contents and weight and showing the value added tax and the value added tax ID number. The issuance of an invoice that does not meet the requirements or deviates from our order shall not set a deadline for claiming any cash discounts.
(2) Unless otherwise agreed in writing, payment by us shall be made within 14 days less 3% discount or within 30 days net after receipt of goods and invoice. Offsetting is equivalent to payment.
(3) Claims arising from contracts concluded with us may only be assigned with our written consent.
§ 7 Retention of title
A retention of title by the supplier is excluded if it is not covered by an express written consent by us.
8 Place of performance, place of jurisdiction and applicable law
(1) The place of performance for the delivery is the place of the transfer of risk. The place of performance for payment is at the registered office of the user. The law of the Federal Republic of Germany shall apply. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(2) The place of jurisdiction is the registered office of our company. We are also entitled, at our discretion, to sue the supplier at another permissible place of jurisdiction.