Terms and Conditions of Lamprecht-Verpackungen GmbH in the Current Version. 2021

1. Exclusive Validity and Acceptance of our Terms and Conditions

1.1 All our offers are based on our General Terms and Conditions. We only accept orders subject to these conditions. The buyer’s general terms and conditions or regulations that deviate from our terms and conditions or agreements are only binding for us if we expressly acknowledge them in writing.

1.2 By placing an order or accepting deliveries, the buyer acknowledges the validity of our General Terms and Conditions not only for the relevant transaction but also for all future transactions, in each case in the current version.

1.3 The following provisions apply exclusively to transactions with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). The legal relationship with consumers within the meaning of § 13 BGB is determined by statutory provisions.

2. Offers – Ancillary Agreements – Contract Content

2.1 Our offers are subject to change.

2.2 A contract with us is concluded when the buyer places an order with or without explicit reference to our non-binding price and product lists, which must be accepted by us for the contract to be concluded.

3. Prices

3.1 Our prices are for delivery ex works or ex warehouse excluding freight, insurance, customs, and other expenses and without VAT, unless we explicitly indicate that a price quoted by us includes the aforementioned costs.

3.2 The agreed prices are based on the wage, material, and energy costs valid at the time of contract conclusion. If wage, material, or energy costs increase before the execution of the order, we are entitled to increase the agreed purchase price corresponding to the percentage share of these costs in the purchase price. If there is a period of less than four months between the conclusion of the contract and the performance of the service, the buyer may withdraw from the contract within 14 days of receiving the invoice, provided that the price increase exceeds 5% of the total purchase price, but only if the buyer’s fault does not lead to a delay in delivery, during which period the increase in the aforementioned costs occurs and delivery has not yet taken place.

4. Shipping

4.1 If the buyer does not collect the goods at our production site, the goods will be shipped to the buyer subject to special agreements. We are responsible for choosing both the shipping route and the shipping method. Shipping is at the cost and risk of the buyer; this also applies if we carry out the transport with our own vehicle or if we bear the transport costs.

4.2 This does not affect liability – including that of our vicarious agents – for intent and gross negligence.

5. Delivery Periods and Dates

5.1 A delivery period or delivery date is considered met if the goods, or in cases where the goods must or should be collected at the warehouse, the notification of our readiness to deliver has left the delivery plant or our warehouse by the expiry of the deadline.

5.2 If delivery is delayed due to circumstances beyond our personal sphere of influence, in particular due to force majeure, official interventions, industrial disputes, production disruptions or comparable unforeseeable events, the delivery period shall be extended by the duration of the hindrance; this also applies to delays that occur because we ourselves are not supplied correctly or on time through no fault of our own.

5.3 We will inform the buyer in good time about any foreseeable delay.

5.4 An obstruction that exceeds a duration of three months and whose end is not foreseeable entitles the buyer and us to withdraw from the contract, insofar as the fulfillment of the contract is not possible due to the obstruction.

5.5 Claims against us due to exceeding the delivery period or delay in delivery can only be made insofar as we or our vicarious agents are responsible for exceeding the delivery period or the delay in delivery due to intent or gross negligence.

6. Force Majeure

6.1. Definition. “Force majeure” means the occurrence of an event or circumstance (“force majeure event”) that prevents a party from fulfilling one or more of its contractual obligations under the contract, if and to the extent that the party affected by the impediment (“affected party”) proves that:

a) this impediment is beyond its reasonable control; and

b) it could not reasonably have been foreseen at the time of the conclusion of the contract; and

c) the effects of the impediment could not reasonably have been avoided or overcome by the affected party.

6.2. Non-performance by third parties
If a contracting party fails to perform one or more of its contractual obligations due to a failure of a third party whom it has entrusted with the performance of the entire contract or part of the contract, that contracting party may invoke force majeure only to the extent that the requirements for the assumption of force majeure, as defined in paragraph 1 of this clause, apply not only to the contracting party but also to the third party. This paragraph is intended to exclude the possibility that non-performance by a third party or subcontractor can be considered as force majeure in itself. The affected party must prove that the requirements defined in paragraph 1 for the assumption of force majeure also apply in the case of non-performance by the third party (for which, however, the presumption of paragraph 3 also applies).

6.3. Presumed force majeure events
Until proven otherwise, the following events affecting a party are presumed to meet the requirements for the assumption of force majeure under paragraph 1 lit. (a) and lit. (b). In this case, the affected party only needs to prove that the requirement under paragraph 1 lit. (c) is actually met: Presumed force majeure events are generally referred to as force majeure. It is therefore presumed that when one or more of these events occur, the requirements of paragraph 1 for the assumption of force majeure are met, and accordingly, the affected party does not need to prove the existence of these requirements under paragraph 1 lit. (a) and lit. (b) (i.e., that the event was beyond its control and unforeseeable). The burden of proof for the contrary is, however, imposed on the other party. The party invoking force majeure must in any case prove the existence of the requirement under paragraph 1 lit. (c), at least that the effects of the impediment could not have been reasonably avoided or overcome.

a) War (declared or undeclared), hostilities, attack, acts of foreign enemies, extensive military mobilization;

b) Civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy;

c) Currency and trade restrictions, embargo, sanctions;

d) Lawful or unlawful official acts, compliance with laws or governmental orders, expropriation, seizure of works, requisition, nationalization;

e) Plague, epidemic, natural disaster or extreme natural event;

f) Explosion, fire, destruction of equipment, prolonged failure of transportation, telecommunication, information systems or energy;

g) General labor unrest such as boycott, strike and lock-out, go-slow strike, occupation of factories and premises.
The contracting parties may, in special circumstances, add events to the list or remove them from the list, e.g., by excluding official measures or export restrictions or by including labor unrest that only affects their own company. The parties are reminded that the inclusion of new events in the list does not exempt them from proving that the condition under paragraph 1 lit. (c) must be met in order to assume a Force Majeure Event.

6.4. Notification
The affected party must notify the other party of the event without delay.

6.5. Consequences of force majeure
A party that successfully invokes this clause is released from its duty to perform its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract; but only if it notifies immediately. However, if the notification is not made immediately, the release becomes effective only from the time the notification reaches the other party. The other party may suspend the performance of its obligations, if force majeure is actually to be assumed, from the time of this notification. The main purpose of this paragraph is to clarify that the affected party is released from those of its obligations that it can no longer perform due to force majeure from the time the impediment occurs, provided it has notified in time. To avoid the affected party invoking force majeure at a later time (for example, only when the other party claims that the contract has not been fulfilled), without timely notification having been made, the legal consequences of force majeure are delayed until receipt of the notification. The other party may suspend the performance of its obligations upon receipt of the notification if they are obligations whose performance is prevented by force majeure and can be suspended.

6.6. Temporary impediment
If the effect of the claimed impediment or event is temporary, the consequences set out in paragraph 5 shall apply only as long as the claimed impediment prevents performance of the contractual obligations by the affected party. The affected party must notify the other party as soon as the impediment no longer impedes the performance of its contractual obligations.

6.7. Duty to mitigate
The affected party is obliged to take all reasonable measures to limit the effects of the event invoked in the performance of the contract.

6.8. Contract termination
If the duration of the claimed impediment results in the contracting parties being deprived of what they could reasonably expect by virtue of the contract, each party has the right to terminate the affected contract by notifying the other party within a reasonable period. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment has exceeded 120 days. Paragraph 8 establishes a general rule to determine in each individual case when the duration of the impediment is unbearable and entitles the parties to terminate the contract. To create certainty and predictability, a maximum duration of 120 days is provided, which can of course be changed at any time by agreement of the parties according to their needs.

6.9. Unjust enrichment
If paragraph 8 is applicable and one contracting party has gained an advantage from an action of another contracting party in the performance of the contract before the termination of the contract, it must pay the other party a sum of money equal to the value of the advantage.

7. Liability for Defects

The buyer is entitled to the following warranty rights:

7.1 a) Liability for defects is excluded if the goods delivered by us are not immediately inspected upon receipt by the buyer and any defects found are not immediately reported to us. Defects whose recognizability is obvious, or which can be recognized in the course of a reasonable examination in the ordinary course of business, must be reported to us by the buyer within 5 working days after the delivery of the goods.

b) The obligation to inspect and give notice of defects also includes the EAN barcode and numeric code printed or labeled on the goods. Before processing, the EAN barcode and numeric code must be checked to ensure that it is error-free in structure and matches the numeric code, and that it is readable or scannable. In addition, all other pictorial, textual, and numerical information given on the imprints or labels must be checked against the information in the order. The inspection must be carried out before processing. If any irregularities are found, these must be reported to us immediately.

7.2 Defects in a part of the delivered goods do not entitle the buyer to complain about the entire delivery.

7.3 We cannot be held liable for minor deviations in color and quality of the goods in gluing, stapling, printing, as well as for industry-standard weight differences of up to 5% above and below. Deviations due to differences between the proof and the print run caused by printing technology cannot be complained about.

7.4 If a proper notice of defects is justified and the buyer requests rectification, the buyer must return the goods to us at their risk but at our expense. If the defectiveness of the goods is confirmed upon receipt, we will deliver defect-free replacement goods. The buyer can only request a repair if the ordered goods are a custom-made item.

7.5 Insofar as we have to deliver an item that is only determinable by type, our obligation to perform is limited to the delivery of an item of average kind and quality. Apart from the intended use of the goods we supply, the customer’s subjective ideas about their intended use do not become part of the contract unless expressly agreed otherwise.

7.6 If, due to production reasons, there is an excess quantity of goods to be delivered, the customer is obliged to accept the excess quantity within the customary commercial scope and to compensate us for this at the contractual prices. Within the same scope, shortfalls must be accepted; compensation here is also based on the quantity actually delivered. There are no warranty or damage claims in this respect, provided that the delivery of excess or short quantities is not based on intent or gross negligence by us or our vicarious agents.

7.7 There are no further warranty claims. However, liability for intent and gross negligence – including that of our vicarious agents – remains unaffected.

7.8 A limitation period of one year from delivery of the item applies to all warranty claims. Excluded from this are warranty claims to which §§ 438 para. 1 no. 1 BGB and 2, § 438 para. 3 BGB apply, as well as claims preceded by an intentional or grossly negligent breach of duty on our part – including that of our vicarious agents.

8. Liability in other cases

8.1 For other contractual breaches of duty, particularly in the context of pre-contractual negotiations, consultation, etc., we and our vicarious agents are only liable in cases of intent or gross negligence.

8.2 The customer must indemnify and hold us harmless against any rightful claimant if designs, samples, or the like specified by the customer violate a patent or design protection.

8.3 No change of ownership of sketches, tools, templates, clichés, cutting plates, and the like takes place despite proportional, separate billing.

9. Special provisions for supplier recourse.

9.1 Reimbursement of expenses according to § 445a para. 1 and 3 BGB is excluded.

9.2 The liability according to points 1 to 7 of these terms and conditions remains unaffected.

10. Invoice – Payment

10.1 We issue an invoice as soon as the ordered goods are ready for dispatch or collection. Delays in shipping or collection of the goods for which we are not responsible do not postpone the due date of the invoice.

10.2 Unless otherwise agreed, our invoices are to be paid within 30 days of the invoice date without deduction of discount by transfer to our business account. A discount deduction is not possible if the customer has due older liabilities towards us and does not fulfill them at the latest simultaneously. Invoices under 100.00 euros net are due immediately without deduction.

10.3 If, after conclusion of the contract, circumstances become known to us which make the creditworthiness of the customer appear doubtful, we may, at our discretion, demand advance payment or security. The same applies if the customer does not meet a payment obligation due to us when it becomes due. If one of these cases occurs, all our claims against the customer, including those from other transactions, become due immediately.

10.4 If the customer does not pay when due, we may, without default being necessary, charge interest at 4% above the respective base rate (§ 247 BGB) from the due date.

10.5 Payments on our claims are made by bank transfer. The bank details given on the invoice are authoritative. We only have to accept cash payments up to an amount of 100.00 euros net. We only accept bills of exchange or checks on the basis of special agreements.

10.6 Outside of ongoing business relationships (current account), there is no offsetting or set-off against our claims. Excluded from this are counterclaims that arise from the concrete synallagma of the contract as well as claims that are undisputed or legally established; a right of retention may only be asserted because of such claims.

11. Retention of title

11.1 The goods remain our property until the purchase price has been paid in full. Ownership only passes to the customer when they have settled all their obligations from our goods deliveries. In the case of a current account, the reserved property is deemed to be security for our balance claim. We release seized reserved property to the extent that it is no longer required to secure our claims; we are not obliged to release due to short-term or minor over-collateralization up to a maximum of 110% of our claims to be secured.

11.2 The customer is entitled to sell the goods in the ordinary course of business. Pledging or transfer by way of security is prohibited unless the pledging or transfer by way of security is accompanied by the acquisition of a claim that serves to fulfill our claim.

11.3 The customer must notify us immediately of any other impairment of rights by third parties. If the customer sells the goods delivered by us, they assign to us as security the claims arising from the sale against their customer until all our claims from goods deliveries and services have been paid in full. The customer is authorized to collect this claim. We release seized claims to the extent that they are not required to secure our claims; we are not obliged to release due to short-term or minor over-collateralization up to a maximum of 110% of our claims to be secured.

11.4 By processing the reserved goods, the customer does not acquire ownership according to § 950 BGB of the new item. The processing is carried out by the buyer for the seller without the seller incurring any liabilities as a result. If the reserved goods are processed, the seller acquires co-ownership of the new item in the amount of the invoice value of the reserved goods that have been processed into the new item. Insofar as we acquire co-ownership of the processing result, points 10.1 to 10.3 apply accordingly.

12. Data processing

12.1 For the purpose of order processing, it is essential that certain data of the customer are processed. The seller collects, stores, and processes the obtained data exclusively for the purpose of processing the order. Data that is no longer needed will be deleted. The statutory provisions, in particular those of the General Data Protection Regulation and the Federal Data Protection Act, are observed.

12.2 When concluding the contract, the customer confirms that they have taken note of the “privacy policy on the seller’s obligations and the customer’s rights in connection with data processing” as well as the “information on data processing” available on the website www.goettinger.de.

13. Place of fulfillment – Jurisdiction – Applicable law

13.1 Unless otherwise agreed, the place of performance for the delivery or service to be provided by us is the production site in Göttingen.

13.2 For all disputes arising from this contract, the place of jurisdiction is agreed to be Göttingen, unless otherwise mandatorily determined by law.

13.3 German law applies to this contract, with the exception of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).

14. Partial invalidity

Should individual provisions of these General Terms and Conditions be or become invalid for any reason, the validity of the remaining provisions shall remain unaffected.