Terms and conditions

Preamble
 

(1) All present and future business relations between Meier Verpackungen und Oberflächenschutz GmbH, Kempen, and its customers shall be governed by the following General Terms and Conditions (hereinafter referred to as "GTC"), even if no express reference is made to the General Terms and Conditions prior to or upon conclusion of the contract. Any deviating or supplementary general terms and conditions of the customer shall not be recognized. These General Terms and Conditions shall also become an integral part of the contract if Meier Verpackungen und Oberflächenschutz GmbH concludes contracts in the knowledge of conflicting provisions. 

(2) Customers within the meaning of these GTC are to be regarded exclusively as: 

• Entrepreneurs, i.e. natural or legal persons or partnerships with legal capacity who, at the time of ordering goods or services from Meier Verpackungen und Oberflächenschutz GmbH, are acting in the exercise of their commercial or independent professional activity,
• legal entities under public law or
• special funds under public law.

1. Contract content and conclusion

(1) The information about goods and services on the Internet at www.meierpackaging.de, with regard to quality, dimensions, colors, prices, etc. is as accurate as possible, but is non-binding. Illustrations and photos are for illustrative purposes only. Only the content of the product descriptions is authoritative. Meier Verpackungen und Oberflächenschutz GmbH expressly reserves the right to make minor and reasonable product changes. In particular, Meier Verpackungen und Oberflächenschutz GmbH reserves the right to make technical and design changes to descriptions and information in brochures, offers and written documents, as well as changes to performance, design and materials in the course of technical progress, without the customer being able to derive any rights from this. Information about the products of Meier Verpackungen und Oberflächenschutz GmbH (technical data, dimensions, etc.) are only approximate and approximate, they are not a guaranteed quality, unless the guarantee is given expressly and in writing.

(2) Meier Verpackungen und Oberflächenschutz GmbH reserves the right of ownership and copyright to samples, drawings, cost estimates, etc. - including in electronic form. They may not be made accessible to third parties without the consent of Meier Verpackungen und Oberflächenschutz GmbH and must be returned to Meier Verpackungen und Oberflächenschutz GmbH immediately upon request.

(3) The presentation of the goods and services of Meier Verpackungen und Oberflächenschutz GmbH on the aforementioned website or in other media does not constitute a binding contractual offer. A binding offer is only made when a customer places an order. Meier Verpackungen und Oberflächenschutz GmbH reserves the right to freely decide whether to accept the respective offer. A contract is only concluded when Meier Verpackungen und Oberflächenschutz GmbH accepts the order by confirming the order or by delivering the goods. The order confirmation may be sent by e-mail. An automatically generated and sent e-mail confirming receipt of the order shall not be deemed to be an order confirmation. If the customer has not provided an e-mail address when placing the order, the contract is concluded upon delivery of the goods, unless the customer has received an order confirmation by other means.
 

2. Contract contents / tolerances

(1) Contracts for deliveries and services concluded with Meier Verpackungen und Oberflächenschutz GmbH shall be governed exclusively by the tolerance conditions of the General Conditions of Sale for Paper, Paperboard and Cardboard of CEPAC and the German Corrugated Board Industry Association (VDW). The current version can be requested from Meier Verpackungen und Oberflächenschutz GmbH.

(2) In addition, the contracts for deliveries and services concluded with Meier Verpackungen und Oberflächenschutz GmbH shall be governed exclusively by the current test and evaluation clauses for polyethylene films and products made from them, which have been drawn up by the Fachverband Verpackung, which, as part of the Gesamtverband der kunststoffverarbeitenden Industrie (GKV), represents the interests of the German plastics packaging industry. The current version can also be requested from Meier Verpackungen und Oberflächenschutz GmbH.

(3) The tolerance conditions in section 5 apply to the delivery quantity.

3. Deliveries

(1) Agreements on a binding delivery time (performance time) must be made in writing. If the delivery time is not specified in the contract or in the circumstances, a delivery time of approx. ten working days shall be deemed to have been agreed. The delivery time shall be deemed to have been met if the relevant product has left the factory by the end of the specified period or if Meier Verpackungen und Oberflächenschutz GmbH has given notice that the product is ready for dispatch. If acceptance is required, the acceptance date shall be decisive; this shall not apply in the event of a justified refusal of acceptance. In the event that Meier Verpackungen und Oberflächenschutz GmbH is unable to perform on time, it shall inform the customer immediately. Timely performance is subject to the condition that all commercial and technical issues between Meier Verpackungen und Oberflächenschutz GmbH and the customer have been clarified and that the customer has fulfilled all obligations incumbent upon it, such as obtaining the necessary official permits, making advance payments or fulfilling other contractual obligations.

(2) If Meier Verpackungen und Oberflächenschutz GmbH is not responsible for the delay, e.g. in the event of energy shortages, import difficulties, operational and traffic disruptions, strikes, non-availability of raw materials, force majeure or delays on the part of suppliers, the performance period shall be extended accordingly. If Meier Verpackungen und Oberflächenschutz GmbH is unable to perform even after a reasonable extension, both the customer and Meier Verpackungen und Oberflächenschutz GmbH shall be entitled to rescind the contract. Claims for damages by the customer are excluded.

(3) If Meier Verpackungen und Oberflächenschutz GmbH is responsible for the delay, the customer may rescind the contract in accordance with the statutory provisions. If the customer suffers a loss as a result of the delay, it shall be entitled to demand lump-sum compensation. Such compensation shall amount to 0.5 % for each full week of delay, but shall not exceed a total of 5 % of the value of that part of the performance which cannot be used on time or in accordance with the contract as a result of the delay.

(4) Any further liability for a delay in delivery for which Meier Verpackungen und Oberflächenschutz GmbH is responsible shall be excluded. The purchaser's further statutory claims and rights to which it is entitled in addition to the claim for damages due to a delay in delivery for which Meier Verpackungen und Oberflächenschutz GmbH is responsible shall remain unaffected.

(5) If the Purchaser is in default of acceptance, Meier Verpackungen und Oberflächenschutz GmbH shall be entitled to demand compensation for the loss incurred and any additional expenses. The same shall apply if the purchaser culpably breaches its obligations to cooperate. The risk of accidental loss and accidental deterioration shall pass to the purchaser upon the occurrence of default of acceptance or debtor's delay.

(6) Orders for domestic deliveries with a total value of less than € 50.00 are to be regarded as small orders which are not in proportion to the administrative costs. For these small orders, a minimum quantity surcharge of € 15.00 plus VAT will be charged.

(7) Meier Verpackungen und Oberflächenschutz GmbH reserves the right to make partial deliveries, provided these are reasonable for the customer.

(8) In all cases, goods shall be transported by rail or forwarding agent and deliveries abroad shall be at the customer's expense and risk.

(9) The risk of destruction, loss or deterioration of the goods as well as the price risk shall pass to the customer upon delivery of the goods to the person designated to carry out the shipment.

4. Withdrawal

Meier Verpackungen und Oberflächenschutz GmbH reserves the right to carry out a credit check in order to safeguard its legitimate interests (e.g. in the case of advance performance) and to withdraw from the contract on the basis of the result of the credit check. The right to withdraw from the contract is also reserved in the event that the goods are not available for a period of at least four weeks or if there are data errors as a result of which the order cannot be executed.

5. Defects / Warranty
 

(1) Claims for defects on the part of the buyer shall only exist if the buyer has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). The customer must inspect the product immediately upon receipt. Meier Verpackungen und Oberflächenschutz GmbH must be notified in writing of any recognizable defects within one week of receipt of the product or - if the defect only becomes apparent later - within one week of discovery. If this is not done, the product shall be deemed to have been approved.

(2) Unless otherwise agreed, deliveries with minor deviations in terms of condition, quality, weight, purity, color and other properties shall be deemed to be deliveries that are suitable for performance despite the deviation, so that Meier Verpackungen und Oberflächenschutz GmbH's obligation to deliver shall be fulfilled by them. Meier Verpackungen und Oberflächenschutz GmbH's performance shall be deemed to be in accordance with the contract if it remains within the tolerances customary in the trade.

(a) The following deviations in the delivered quantity of packaging materials ordered and/or invoiced in kg are to be regarded as minor: 

• For orders of quantities under 1,000 kg: deviation of up to 20%,
• For orders of quantities from 1,000 kg up to and including 2,000 kg: deviations of up to 15%,
• For orders of quantities over 2,000 kg: deviations of up to 10%.

(b) Accordingly, in the case of invoices for quantities delivered in square meters, rolls, pieces, liters, sheets or other units, the following deviations are to be regarded as minor in each case:

• For orders of quantities of less than 1,000 units of the respective dimensions: deviation of up to 20%,
• For orders of quantities from 1,000 up to and including 2,000 units of the respective dimensions: deviation of up to 15%,
• For orders of quantities over 2,000 units of the respective dimensions: deviations of up to 10%.

(3) Meier Verpackungen und Oberflächenschutz GmbH is not responsible for ensuring that the goods supplied are suitable for specific purposes. If the goods cannot withstand improper use by the purchaser, neither complaints nor claims for damages can be based on this. The sending of samples does not constitute a guarantee of a particular property.

(4) Meier Verpackungen und Oberflächenschutz GmbH shall initially be obliged to provide subsequent performance following the assertion of justified notices of defects by the purchaser. Consequently, the purchaser's rights to rescind the contract or to reduce the purchase price (reduction) shall initially be excluded if a notice of defects is asserted, unless Meier Verpackungen und Oberflächenschutz GmbH is entitled to refuse subsequent performance under the statutory provisions. The purchaser shall grant Meier Verpackungen und Oberflächenschutz GmbH a reasonable period of time for subsequent performance. Subsequent performance may, at the purchaser's option, take the form of rectification of the defect (repair) or delivery of new goods. Meier Verpackungen und Oberflächenschutz GmbH shall bear the necessary expenses in the event of rectification of the defect, provided that these do not increase because the subject matter of the contract is located at a place other than the place of performance. If the subsequent performance has failed, the buyer may, at his discretion, demand a reduction of the purchase price (reduction) or declare his withdrawal from the contract. The rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the Buyer due to the subject matter of the contract. The Buyer may only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The right of the buyer to assert further claims for damages under the following conditions remains unaffected by this.

(5) The purchaser's warranty claims shall lapse one year after delivery of the goods to the purchaser, unless Meier Verpackungen und Oberflächenschutz GmbH has fraudulently concealed the defect, in which case the statutory provisions shall apply.

(6) If the purchaser resells the newly manufactured goods of Meier Verpackungen und Oberflächenschutz GmbH in the context of a sale of consumer goods, any recourse claims against Meier Verpackungen und Oberflächenschutz GmbH shall be excluded if the purchaser has not properly complied with its obligations to inspect and give notice of defects pursuant to section 377 of the German Commercial Code (HGB), if it has given special warranties or made other advertising statements to the purchaser which do not originate from Meier Verpackungen und Oberflächenschutz GmbH, or if it has assumed warranties which go beyond the statutory requirements.

(7) The buyer is obliged to provide the seller with the rejected object of purchase or samples thereof for the purpose of examining the complaint. In the event of culpable refusal, the warranty shall lapse.

6. Supply chain

For purchase contracts that establish a supply chain on the part of the buyer within the meaning of §§ 445a, 445b, 478 BGB (supplier recourse), the statutory provisions shall apply exclusively. This also applies to regulations on the obligation to inspect and give notice of defects (§§ 377, 381 HGB) and the distribution of the burden of proof.
 
 

7. Liability

(1) Irrespective of the following limitations of liability, Meier Verpackungen und Oberflächenschutz GmbH shall be liable in accordance with the statutory provisions for damage to life, limb and health caused by a negligent or intentional breach of duty by Meier Verpackungen und Oberflächenschutz GmbH, its legal representatives or vicarious agents, as well as for damage covered by liability under the German Product Liability Act. Meier Verpackungen und Oberflächenschutz GmbH shall be liable in accordance with the statutory provisions for damage not covered by sentence 1 and which is due to intentional or grossly negligent breaches of contract or fraudulent intent on the part of Meier Verpackungen und Oberflächenschutz GmbH, its legal representatives or vicarious agents.

(2) Meier Verpackungen und Oberflächenschutz GmbH's liability shall be limited to the foreseeable, typically occurring damage, unless Meier Verpackungen und Oberflächenschutz GmbH, its legal representatives or vicarious agents have acted with intent. To the extent that Meier Verpackungen und Oberflächenschutz GmbH has given a guarantee of quality and/or durability in respect of the goods or parts thereof, it shall also be liable under this guarantee. However, Meier Verpackungen und Oberflächenschutz GmbH shall only be liable for damage caused by the absence of the guaranteed quality or durability, but which does not directly affect the goods, if the risk of such damage is clearly covered by the guarantee of quality and durability.

(3) Meier Verpackungen und Oberflächenschutz GmbH shall be liable for damage caused by simple negligent breach of such contractual obligations, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the buyer may regularly rely. However, it shall only be liable insofar as the damage is typically associated with the contract and is foreseeable.

(4) Any further liability shall be excluded irrespective of the legal nature of the claim asserted; this shall apply in particular to tortious claims or claims for reimbursement of futile expenses in lieu of performance; this shall not affect the liability of Meier Verpackungen und Oberflächenschutz GmbH pursuant to section 2 of these provisions (Deliveries). To the extent that the liability of Meier Verpackungen und Oberflächenschutz GmbH is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents.

(5) The purchaser's claims for damages due to a defect shall become time-barred one year after delivery of the goods. This shall not apply in the event of injury to life, limb or health caused by Meier Verpackungen und Oberflächenschutz GmbH, its legal representatives or vicarious agents, or if Meier Verpackungen und Oberflächenschutz GmbH, its legal representatives have acted with intent or gross negligence, or if its ordinary vicarious agents have acted with intent.

8. Costs for designs, drawings, printing plates and printing rollers
 

Designs, samples, drawings and printing plates are invoiced with the first delivery and are due and payable immediately. They shall in all cases remain the property of Meier Verpackungen und Oberflächenschutz GmbH. Meier Verpackungen und Oberflächenschutz GmbH shall be entitled to destroy the designs, samples, drawings or printing plates if no order is placed in connection with them within two years.

9. Invoicing and terms of payment
 

(1) The customer shall receive the goods against invoice in accordance with the currently valid terms of delivery of Meier Verpackungen und Oberflächenschutz GmbH. The invoice shall be issued with the delivery. In the case of initial orders, Meier Verpackungen und Oberflächenschutz GmbH reserves the right to deliver only against cash on delivery or payment in advance. If an order is delivered in several parts, each delivery shall be invoiced separately. Unless otherwise agreed, prices are exclusive of shipping costs and statutory VAT. Section 3, paragraphs 6 and 7 also apply.

(2) The prices quoted by Meier Verpackungen und Oberflächenschutz GmbH are strictly net ex works. Payments must be made within 21 days of the invoice date. In principle, the goods are payable at the prices shown within 10 days with a 2% discount. Discounts shall only apply in the event that the purchaser is not in arrears with the payment of earlier deliveries. These terms of payment shall only apply unless other terms have been agreed in writing with the purchaser.

(3) Our prices for packaging materials do not include any disposal costs or fees for participation in a dual system.

10. Offsetting, right of retention

Offsetting and the assertion of rights of retention by the customer are excluded unless the counterclaim is undisputed, has been legally established or is in a close synallagmatic relationship to our claim.

11. Retention of title

(1) The delivered goods shall remain the property of Meier Verpackungen und Oberflächenschutz GmbH until all claims, including all current account balance claims, to which Meier Verpackungen und Oberflächenschutz GmbH is entitled against the purchaser now or in the future, have been satisfied. In the event of breach of contract by the purchaser, e.g. default in payment, Meier Verpackungen und Oberflächenschutz GmbH shall be entitled to take back the goods subject to retention of title after setting a reasonable period of grace. If Meier Verpackungen und Oberflächenschutz GmbH takes back the goods subject to retention of title, this shall constitute a rescission of the contract. If Meier Verpackungen und Oberflächenschutz GmbH seizes the goods subject to retention of title, this shall constitute a rescission of the contract. Meier Verpackungen und Oberflächenschutz GmbH shall be entitled to utilize the reserved goods after taking them back. After deduction of a reasonable amount for the costs of realization, the proceeds of realization shall be set off against the amounts owed to Meier Verpackungen und Oberflächenschutz GmbH by the purchaser.

(2) The buyer must treat the reserved goods with care and insure them adequately at his own expense against fire, water damage and theft at replacement value. Any maintenance and inspection work that becomes necessary must be carried out by the buyer in good time at his own expense.

(3) The buyer is entitled to sell and/or use the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The claims arising from the resale or any other legal grounds (insurance, tort) in respect of the goods subject to The purchaser hereby assigns to Meier Verpackungen und Oberflächenschutz GmbH in full by way of security all claims (including all current account balance claims) arising from the resale of the goods subject to retention of title; Meier Verpackungen und Oberflächenschutz GmbH hereby accepts the assignment. Meier Verpackungen und Oberflächenschutz GmbH revocably authorizes the purchaser to collect the claims assigned to Meier Verpackungen und Oberflächenschutz GmbH for its account in its own name. The direct debit authorization may be revoked at any time if the purchaser fails to properly meet its payment obligations. The purchaser is also not authorized to assign this claim for the purpose of debt collection by way of factoring, unless the factor is simultaneously obliged to effect payment directly to Meier Verpackungen und Oberflächenschutz GmbH in the amount of the claims for as long as Meier Verpackungen und Oberflächenschutz GmbH still has claims against the purchaser.

(4) Any processing or transformation of the goods subject to retention of title by the purchaser shall in any event be carried out on behalf of Meier Verpackungen und Oberflächenschutz GmbH. If the goods subject to retention of title are processed with other items not belonging to Meier Verpackungen und Oberflächenschutz GmbH, the latter shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other processed items at the time of processing. The same shall apply to the new item created by processing as to the reserved goods. If the goods subject to retention of title are inseparably mixed with other items not belonging to Meier Verpackungen und Oberflächenschutz GmbH, Meier Verpackungen und Oberflächenschutz GmbH shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other mixed items at the time of mixing. If, as a result of the mixing, the purchaser's item is to be regarded as the main item, the purchaser and Meier Verpackungen und Oberflächenschutz GmbH agree that the purchaser shall transfer to Meier Verpackungen und Oberflächenschutz GmbH pro rata co-ownership of this item; Meier Verpackungen und Oberflächenschutz GmbH hereby accepts this transfer. The purchaser shall hold Meier Verpackungen und Oberflächenschutz GmbH's sole or co-ownership of an item thus created in safe custody for Meier Verpackungen und Oberflächenschutz GmbH.

(5) In the event that third parties seize the goods subject to retention of title, in particular by way of attachment, the purchaser shall draw attention to the ownership of Meier Verpackungen und Oberflächenschutz GmbH and inform Meier Verpackungen und Oberflächenschutz GmbH without delay so that Meier Verpackungen und Oberflächenschutz GmbH can enforce its ownership rights. If the third party is not in a position to reimburse Meier Verpackungen und Oberflächenschutz GmbH for any judicial or extrajudicial costs incurred in this connection, the purchaser shall be liable for such costs.

(6) Meier Verpackungen und Oberflächenschutz GmbH shall be obliged to release the securities to which it is entitled only and to the extent that the realizable value of the securities provided exceeds the claims to be secured by more than 10 %; Meier Verpackungen und Oberflächenschutz GmbH shall be entitled to select the securities to be released.

12. Other provisions

(1) The place of performance and jurisdiction for deliveries and payments and for all disputes arising between the purchaser and Meier Verpackungen und Oberflächenschutz GmbH from purchase contracts shall be the registered office of Meier Verpackungen und Oberflächenschutz GmbH. However, Meier Verpackungen und Oberflächenschutz GmbH shall be entitled, at its option, to bring an action at the customer's place of business.

(2) The law of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods is excluded, even if the deliveries are made directly by a foreign supplier associated with the seller. The contract language is German.

(3) The Incoterms as amended from time to time shall be authoritative for the interpretation of trade terms.

(4) Should individual provisions of the General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.

The management