Version: February 2021
All deliveries are subject to the general terms and conditions of delivery and payment (GTC) of VPF Veredelungs GmbH für Papiere und Folien & Co. KG (VPF) listed below. Purchasing conditions or general terms and conditions of the purchaser, or specific provisions from them, are only binding for VPF if recognized in writing.
I. OFFER AND CONTRACT
- All information provided in VPF’s offer is non-binding. The purchase contract is only concluded once a written order confirmation or invoice has been issued by VPF.
- VPF is entitled to deliver goods of the same type and quality in deviation from the order, provided that the ordered and delivered goods are approximately identical. The purchaser is not entitled to any warranty claims in the event of such a deviation. Over- or underdelivery within 10 percent of the ordered goods shall be deemed contractually admissible.
- For call-off orders, the full order quantity shall be deemed to have been called one month after the deadline agreed for the call-off has expired, or 12 months after the conclusion of the contract in the absence of such an agreement.
- VPF is entitled to make partial deliveries and invoice each partial delivery separately. If the purchaser is responsible for specifying a delivery schedule for the ordered goods but has not done so one month after the agreed scheduling period has expired, or in the absence of such an agreement within one month at the latest of being requested to do so by VPF, then VPF may schedule and deliver the goods at its discretion.
- If deliveries made on the basis of drawings or other information provided by the purchaser infringe the property rights of third parties, the purchaser shall indemnify VPF against any claims.
- Once they have been agreed with the purchaser, the terms and conditions are applicable to all business transactions in the course of ongoing business relationships, even without explicit notice or reference to them; in particular, this also applies to any verbal or telephone call-up or follow-up orders.
- Side agreements other than offers and order confirmations from VPF, and any agreements with travelling employees and representatives, require written confirmation from VPF in order to be valid. In the event of doubt, only written order confirmations from VPF shall be deemed authoritative.
- Unless otherwise agreed, prices are ex works. The packaging of shipments is calculated at cost price.
- Within Germany, delivery is carriage paid for net invoice values of more than EUR 1,050.00. For exports, delivery is ex works, i.e. all shipping and transport costs shall be borne by the purchaser.
- The prices are calculated as valid on the day of delivery; for domestic transactions, any applicable VAT is added at the statutory rate; for exports, VAT is added where applicable.
- VPF may ship goods using the most favourable shipping route according to its own judgement and discretion. VPF does not guarantee that the cheapest shipping option will be chosen. Similarly, the fastest or safest shipping route is not guaranteed.
- If the purchaser wishes to have the goods shipped as express, he must bear any additional costs.
- Unless otherwise agreed, VPF is responsible for deciding on the type of packaging. Domestic shipments are insured for transport. The insurance ends at the loading sill of the delivery vehicle.
- The purchaser must take suitable precautions to ensure that there are no delays in the delivery. If the purchaser enters into default of acceptance or fails to cooperate, or if the delivery is delayed for other reasons for which the purchaser is responsible, VPF may demand compensation for any resulting damages, including additional expenses (e.g. storage costs).
- In the event of default in acceptance, the risk is transferred to the purchaser. VPF must be immediately notified of any damage. Furthermore, the recipient must report any reservations to the freight forwarder at delivery.
- Within Germany, if the goods are delivered on euro pallets, the pallets must be returned to the freight forwarder or exchanged for pallets of same quantity, type, and quality. Damaged pallets cannot be exchanged. Pallet exchange exceptions must be agreed in writing.
IV. DELIVERY PERIODS
- The delivery time specified on the written order confirmation is authoritative. If a delivery date is not met for reasons for which VPF is responsible, the purchaser may set a reasonable grace period (reminder) after the delivery period has expired. A reminder is not required for services based on the calendar. If the grace period expires unsuccessfully, the purchaser is entitled to withdraw from the contract. Any further claims, in particular compensation for damages, are excluded, unless the delay in delivery is due to wilful or negligent conduct on the part of VPF.
- If the acceptance period is exceeded by the purchaser, VPF is entitled – without prejudice to other rights – to complete delivery of any orders on hand still in stock at VPF, after giving notice beforehand. To cover additional storage expenses, VPF will charge 0.5% of the invoice value for deliveries that have not been accepted for each additional month or part thereof. The purchaser has the option to prove that the additional expense was lower than this amount.
- If VPF is permanently unable meet the agreed delivery dates due to force majeure, in particular natural disasters, epidemics or pandemics and the associated government containment measures, regardless of whether these measures affect Germany or areas from which and/or through which the self-delivery unfolds, then the purchaser’s claim to the service shall be invalidated. Under such circumstances, the purchaser has no claims for non-delivery or late delivery, even if the circumstances occurred after the agreed delivery time was already missed or VPF was in default of delivery, without prejudice to any claims of the purchaser that may already exist at such point in time. In such a scenario, neither contractual partner has any claims against the other. The purchaser remains entitled to withdraw from the contract.
- In the event of temporary impossibility, VPF shall be released from its delivery obligation until the impairment has been eliminated. Once the impairment no longer exists, VPF is entitled to complete the delivery.
- If VPF is able to deliver, the purchaser’s obligation to accept delivery and make payment continues to exist even during the COVID-19 pandemic. This only ceases to apply if it is impossible for the purchaser to accept the goods. Such an impossibility might for example arise if the purchaser is forced to cease operations due to government containment measures, or if further operations are prohibited by official restrictions. To prevent the occurrence of damages on the part of VPF as much as possible in such a scenario, the purchaser must inform VPF in good time of the impossibility to accept delivery.
- Temporary impossibility shall be equated with permanent impossibility and its legal consequences (cf. IV No. 3) if the temporary impossibility calls into question the accomplishment of the purpose of the contract and the contractual partner cannot therefore be expected to fulfil the contract. The decisive factor in this context is whether the impairment can be eliminated in the foreseeable future based on an exact examination of the circumstances.
- Due to the ongoing COVID-19 pandemic and the associated government containment measures, VPF reserves the right to extend execution deadlines.
V. CONTRACT MANUFACTURING
- The purchaser must provide the materials required for contract manufacturing, as well as any necessary documents, in full and in good time. The purchaser must also provide sufficient reserve materials as required for contract manufacturing.
- VPF will check the documents and materials for completeness and recognizable defects after receipt of goods. If the documents are incomplete or there are recognizable defects, VPF will notify the purchaser accordingly.
- The purchaser is explicitly reminded that rejects from contract manufacturing are a normal occurrence within the production process.
- VPF will store the materials provided by the purchaser for contract manufacturing free of charge for three months. VPF reserves the right to claim storage costs for storage periods exceeding this.
- VPF guarantees that the products are free from defects at the time of transfer of risk.
- For the purchaser to assert claims relating to defects, the relevant statutory inspection and notification obligations must have been complied with. Any recognizable defects such as transport damage or insufficient or incorrect deliveries must be immediately reported in writing, no longer than one week after receipt of goods. Other defects that cannot be discovered within this period even under careful examination must be reported to VPF in writing immediately, at the latest within one week of their occurrence.
- Before fulfilling the warranty, VPF must be given the opportunity to inspect any goods that are the subject of a complaint. Goods subject to a complaint can only be returned with a prior written agreement.
- If the delivered goods cause damage that can be traced back to a defect in the goods, their contractual condition, or insufficient warning of a risk, the injured party cannot assert a claim for damages against VPF unless the management of VPF or one of its employees caused the damage through intent or negligence.
- If a quality agreement was not concluded, the statutory regulations shall be used to assess whether a defect is present. VPF does not assume any liability for public statements made by manufacturers, suppliers, or other third parties (e.g. advertising claims).
- Under no circumstances does VPF guarantee that the ordered goods will be suitable for the purchaser’s intended purpose, or that these goods will be usable or processable. It is the responsibility of the purchaser to establish this before using or processing any goods.
- Defects in parts of the production do not entitle the purchaser to reject the entire delivery.
- To fulfil the warranty, VPF reserves the right to either repair defective products or deliver replacements. The right to refuse supplementary performance under the statutory provisions remains unaffected.
- If supplementary performance fails or a reasonable deadline set by the purchaser for supplementary performance expires unsuccessfully or can be omitted under the statutory provisions, the purchaser may withdraw from the contract or reduce the price. The right of withdrawal does not exist in the event of an insignificant defect. Regardless of their legal basis, all further rights and claims due to defects and faults in the products, the lack of expressly warranted properties, or compensation for direct or indirect damage including consequential costs, lost profit, or damage not caused by the product but its use with other devices, objects, or people are excluded.
- VPF has unlimited liability towards the purchaser for damage resulting from injury to life, body, or health, as well as for damage caused intentionally or through gross negligence, in accordance with the statutory provisions. The same applies to any guarantees that have been made and in the event of fraudulently concealed defects and claims under the Product Liability Act (ProdHaftG). Additionally, VPF is only liable in the event of damages caused by intent if an essential contractual obligation is breached (i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner may rely as a matter of course), and only for the compensation of foreseeable, typically occurring damages.
- The above limitations of liability also apply to the personal liability of any organs, employees, and/or vicarious agents of VPF.
VII. INVOICING AND PAYMENT
- An invoice will be issued once the ordered goods are ready for dispatch or collection. Any delays in dispatch or collection of goods or delivery of the invoice for which VPF is not responsible do not imply a postponement of the due date of the invoice.
- Invoices from VPF must be settled within thirty days of the invoice date. The purchaser must bear any fees incurred in connection with payment transactions (e.g. transfer costs and/or foreign currency costs). Bills of exchange will only be accepted on account of payment and subject to discountability.
- If, after the conclusion of the contract, VPF becomes aware of circumstances that call into question the purchaser’s creditworthiness, VPF may demand prepayment or security, at its discretion. The same applies if the purchaser fails to meet a payment obligation towards VPF when it becomes due. If either of these scenarios occur, all of VPF’s claims against the purchaser, including from other transactions, become due immediately. If the purchaser does not make payment by the due date, VPF may charge interest from the due date, even if the purchaser is not in default, at the rate of a current loan, but at least 5% above the base rate.
- The purchaser is not entitled to offset VPF’s payment claims or exercise a right of retention for any payable amounts, even if a complaint has been made, regardless of whether this complaint is justified or unjustified. This prohibition of offsetting or exercising a right of retention does not apply to undisputed or legally established claims.
VIII. RESERVATION OF TITLE
- VPF shall retain ownership of any goods delivered until all of VPF’s claims against the purchaser have been settled.
- The purchaser is entitled to resell, pledge, or transfer as security any reserved goods as part of the normal course of business. The purchaser hereby assigns to VPF as security all claims against the future buyer resulting from future sales of reserved goods. In the event of default on payment, VPF is entitled to retake possession of reserved goods. The act of retaking possession or seizing reserved goods by VPF does not constitute a withdrawal from the contract, insofar as right of withdrawal for door-to-door sales is not asserted.
- If the reserved goods are processed or transformed by the purchaser, VPF shall always assume ownership of the results. If the reserved goods are processed together with other items not owned by VPF, then VPF shall assume co-ownership of the new items in proportion to the value of the reserved goods relative to the value of the other processed items at the time of processing.
- The purchaser is obliged to adequately insure the reserved goods against fire, water, break-in, theft, and other damages caused by third parties. VPF is entitled to request information about the insurance policy. The purchaser hereby reassigns any insurance claims to VPF.
- VPF reassigns the reserved goods to the purchaser subject to the provision that this reassignment shall only become effective once the reservation of title expires due to full payment of all claims of VPF.
The purchaser undertakes to keep all information made available by VPF confidential from third parties and to protect it against unauthorized access by third parties by implementing suitable measures, to the extent that this information is not public knowledge. This confidentiality agreement shall continue to apply beyond the end of the contractual period.
X. PLACE OF PERFORMANCE AND PLACE OF JURISDICTION
- The place of performance for deliveries and payments is Sprockhövel.
- The place of jurisdiction for all disputes regarding and arising from this contract, including for processes involving cheques and bills of exchange, is Hattingen. However, VPF reserves the right to initiate legal action against the purchaser at any other applicable place of jurisdiction. If the purchaser is not a merchant, legal person under public law, or special fund under public law but has a general place of jurisdiction in Germany, these provisions shall continue to apply in the event that the purchaser moves his registered office or habitual residence outside of Germany after the conclusion of the contract, or if the purchaser’s registered office is not known when the legal action is initiated.
- Even for international business, the entire contractual relationship shall be subject to the law of the Federal Republic of Germany, unless another form of law is mandatory. UN sales law is excluded.