Conditions of purchase

Section 1 General, scope of application

a) Our Terms and Conditions of Purchase form the basis of all our orders. They shall apply exclusively. We do not recognise any conflicting, deviating or supplementary conditions of the supplier unless we have exclusively agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the delivery without reservation in the knowledge of conflicting, deviating or supplementary terms and conditions of the supplier.

b) Our Terms and Conditions of Purchase shall only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).

c) Our Terms and Conditions of Purchase shall also apply to all future transactions with the supplier.

Section 2 Offer and Acceptance

a) The supplier is obliged to accept our order within a period of 5 working days by sending an order confirmation.

b) In the event of an order confirmation by the supplier deviating from our order, a written counterconfirmation by us shall be required prior to delivery. Acceptance of the delivery cannot be regarded as tacit consent to a deviating order confirmation. 

Section 3 Price

a) The price stated in the order is binding. In the absence of written agreements to the contrary, the price includes delivery "free domicile" as well as packaging.

b) The statutory value added tax is included in the price if it is not shown separately in our order.

c) We do not recognise reservations of the supplier for price increases; they do not become part of the contract.

Section 4 Delivery time, call-off orders

a) The delivery date stated in the order is binding. The same applies to the completion date for call orders.

b) Insofar as delivery on call has been agreed (call order), the supplier shall complete the goods on the agreed date and, from this date onwards, keep them ready for us to call at any time free of charge for the agreed duration (call holding). In the absence of any agreement to the contrary, the duration of the call-off period may be determined by us at our reasonable discretion. Unless otherwise agreed, delivery shall be made within 2 working days after call-off; if this period is exceptionally unreasonable for the supplier, we may determine a longer period at our reasonable discretion. We may also call for partial deliveries.

c) The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the agreed delivery or completion date cannot be met.

d) In the event of a delay in delivery, we shall be entitled to the statutory rights without restriction. The case that the supplier is in default with completion in the case of a call-off order shall be deemed equivalent to a delay in delivery.

Section 5 Dispatch, transfer of risk, documents

a) Unless otherwise agreed in writing, delivery shall be made free domicile to our works in Heilbronn. Until delivery of the goods, we are at liberty to name a different destination at any time. In this case, the delivery shall be made free to the delivery address specified by us.

b) The risk shall not pass to us until the goods have been handed over at the place of destination; until then the risk shall be borne by the supplier.

c) The exact date of delivery must be notified to us at least 2 working days in advance with details of quantities. Goods can only be accepted from Monday to Thursday from 7.00 a.m. to 1.00 p.m., on Fridays only until 12.00 noon.

d) The Supplier shall strictly comply with the agreed mode of dispatch (e.g. truck, rail, post). In the case of delivery by truck, normal road trains, not jumbo trailers, are to be used.

e) The delivered goods as well as the invoice shall each be accompanied by a weight list with information on the number of sheets or rolls and the number of metres per roll, the net and gross weight of the pallets or rolls as well as the roll numbers.

f) The provisions of the Packaging Regulation shall be complied with.

Section 6 Special conditions for dispatch

a) For paper deliveries, special supplementary conditions for shipping apply in the version applicable at the time of conclusion of the contract, namely

aa)for sheet deliveries our "Pallet Regulations for Sheet Deliveries",

bb)for roll deliveries, our "Shipping Instructions for Roll Deliveries".

We will send these special conditions on request if they are not already enclosed with this letter.

b) We may reject deliveries which do not comply with our special terms and conditions for dispatch without being in default of acceptance or causing any other legal consequences which are disadvantageous for us. Instead, we shall also be entitled to repack such deliveries in accordance with our special conditions for dispatch and to charge the supplier for the costs incurred as a result.

Section 7 Quality characteristics, rights in the event of defects

a) We attach importance to the offer and delivery or execution of environmentally friendly and energy-efficient products and services.

b) For the delivery of envelope papers of any kind, i.e. not only those for machine inserting, the "Quality Characteristics of Envelope Papers for Machine Inserting" of the Verband der Briefumschlags- und Papierausstattungsfabriken e.V. (VDBF) apply, which we will send on request if they are not already enclosed with this letter.

c) Sheet material must be cut at right angles. Colour specifications must be adhered to exactly.

d) We shall be entitled to the purchaser's statutory rights in the event of defects (defect rights) without restriction; we shall not accept any limitations of these rights.

e) The regular limitation period for our rights in case of defects according to Section 438 (1) No. 3 of the German Civil Code (BGB) shall be extended to 3 years, otherwise the law shall apply. The limitation period shall not commence before delivery of the goods at the place of destination, even if ownership is transferred to us earlier.

f) If claims are asserted against us by our customer due to defects in the delivery item, the following shall apply to our recourse against the supplier in addition to Sections 478, 479 of the German Civil Code (BGB):

aa) The supplier cannot plead that the recourse is only limited or completely inadmissible because it has already been compensated elsewhere (for example by a price reduction) if compensation as such has not been expressly agreed in writing.

bb) The suspension of the expiry of the limitation period pursuant to Section 479 (2) sentence 1 of the German Civil Code (BGB) shall be extended to the effect that the limitation period shall commence at the earliest six months (instead of only two months) after the point in time at which we have fulfilled our customer's claims. Section 479 para. 2 sentence 2 BGB remains unaffected.

g) Sections 478, 479 of the German Civil Code (BGB) and Clause 7e) shall also apply mutatis mutandis to the supplier in cases where

aa) the delivery item has been processed by us or mixed or combined with other items, thereby creating a new item (e.g. envelopes) which we have then resold, or

bb) the delivery item or the new item has not been sold to a consumer but only to non-consumers, or

cc) we were able to assume, on the basis of prima facie evidence and customer-friendly handling, that the defect rights asserted by our customer were justified and therefore fulfilled them.

Section 8Deficiency investigation

a) We shall inspect the goods within a reasonable period of time for any deviations in quality and quantity, insofar as this inspection is possible with our inspection equipment and is reasonable for us. Our notices of defect shall be deemed to have been given in good time if they are given within 10 days of receipt of the goods or, in the case of hidden defects, of their discovery; the dispatch of the notice to the supplier shall be sufficient to determine whether the notice has been given in the right time.

b) In order to avoid damage, in particular due to the effects of temperature and humidity, we shall not be obliged to inspect delivered paper for defects prior to handling or processing by opening the packaging.

c) All payments shall be made subject to the reservation of all our rights in the event of delivery not being made or not being made in accordance with the contract; they shall therefore in no case imply acceptance of the delivery as being in accordance with the contract and free of defects.

Section 9 Expiry of our claim to fulfilment

If we claim damages in lieu of performance, our claim to performance of the service shall not expire until we assert the claim for damages in lieu of performance in writing.

Section 10 Settlement and payment, limitation of assignment

a) The following shall apply to paper deliveries: If the basis weights are exceeded, only the agreed basis weights may be invoiced, even if the excess is still accepted as a contractual delivery. If the weight per unit area is less than the agreed weight per unit area, the actual weight per unit area shall be invoiced.

b) The invoice shall be submitted in duplicate. It shall contain the following information: Article number, delivery note number, order data.

c) The supplier's invoice shall only become due for payment upon delivery of the goods in accordance with the contract, unless otherwise agreed in writing.

All invoices received and due by the 10th of a month shall be paid on the 15th of the same month with a 3% discount. All invoices received by us and due by the 25th of a month shall be paid at the end of the month (30th/31st) with a 3% discount.

d) If no cash discount is granted, we will apply a payment period of 90 days after receipt of invoice and due date. However, payment shall only be made on the payment date next following the expiry of the period in accordance with clause 10 c).

e) If the supplier has invoiced a larger quantity than was actually delivered, we shall be entitled to reclaim any resulting overpayment from the supplier without restriction and without the need for a reservation or any other declaration. We reserve further rights.

f) We shall be entitled to rights of set-off and retention to the extent provided by law.

g) Claims against us may only be assigned with our written consent.

Section 11 Exemption in the event of product damage, liability insurance cover

a) Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties on first written request, insofar as the cause lies within his sphere of control and organisation and he himself is liable in relation to third parties. This shall not affect our other rights and claims.

b) The supplier undertakes to maintain a product liability insurance with a sum insured of € 600,000 per personal injury/property damage - lump sum. The claims for damages and other rights to which we are entitled remain unaffected by this.

Section 12 Property rights

a) The supplier guarantees that no rights of third parties within the European Union are infringed in connection with his delivery.

b) If claims are nevertheless asserted against us by a third party in this respect, the supplier shall be obliged to indemnify us against these claims upon first written request. The supplier's obligation to indemnify refers to all expenses necessarily incurred by us in connection with the claim by a third party.

c) The rights to which we are entitled by law remain unaffected by this.

Section 13 Transfer of ownership, insurance of goods in custody

a) We only recognise a simple retention of title by the supplier. We expressly object to further security rights which the supplier attempts to derive from his ownership, in particular extended or otherwise expanded reservations of ownership.

b) If ordered goods, in particular in the case of call-off orders, are paid for by us prior to complete delivery, we shall also acquire title to the goods still in the supplier's possession upon payment. The supplier shall mark these goods and store them for us free of charge and in accordance with our instructions. In this case, too, the risk shall not pass to us until the goods have been handed over to us (provision of direct possession).

c) Goods which have become our property but which continue to be held in safe custody by the supplier must be adequately insured by the supplier against fire, water damage, theft and other insurable risks. Proof of the insurance policy must be provided to us upon request. The supplier hereby assigns his claims against the insurer to us as security; we accept the assignment. The costs of the insurance shall be covered by the supplier.

Section 14 Correspondence

The supplier undertakes to quote our order number in all correspondence, in particular on all shipping documents, delivery notes and the invoice. If he fails to do so, he shall be solely responsible for any delays in processing in our company. Any additional expenses shall be covered exclusively by him.

Section 15 Place of jurisdiction, place of performance, applicable law

a) The exclusive place of jurisdiction for all legal disputes arising from the delivery relationship is Heilbronn a. N. if the supplier is a merchant. However, we are also entitled to sue the supplier at his general place of jurisdiction.

b) The place of performance for all claims arising from the delivery contract, in particular the place of delivery and place of payment, is our works in Heilbronn, unless expressly agreed otherwise.

c) The law of the Federal Republic of Germany shall apply exclusively. However, the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.