General Terms and Conditions of Business for Lochner Verpackung (B2B)

§ 1 Scope

  1. The following Terms and Conditions shall constitute the exclusive provisions governing contract relations between HANS LOCHNER Verpackung und Hotelpapier GmbH & Co. KG, represented by Seubert Verwaltungs GmbH, which, in turn, is represented by its managing directors Herbert Seubert and Steffen Seubert, Felix-Wankel-Strasse 2a, 97526 Sennfeld, hereinafter the "Contractor" and the individual Client.

  2. These Terms and Conditions shall apply exclusively in transactions with entrepreneurs within the meaning of sec. 14 of the German Civil Code [German acronym: BGB] ("B2B“). Within the meaning of sec. 14 BGB, an 'entrepreneur' is any natural person or legal entity or partnership with legal personality acting in the exercise of its trade or independent profession in entering into any transaction.

  3. These General Terms and Conditions of Business shall apply exclusively. Any terms and conditions of the Client which conflict with or depart from these Terms and Conditions are deemed rejected except where the Contractor has expressly consented to them in an individual case.

  4. The governing language of the contract is German.

  5. All quoted prices are shown as net prices in euro, without VAT, unless otherwise provided in an individual case. VAT shall be separately invoiced, at the rate in effect from time to time in line with the tax law provisions in effect from time to time.


§ 2 Subject-matter of agreement, formation of contract 

  1. The subject-matter of any agreement is the sale of goods by the Contractor to the Client and/or the printing of goods by the Contractor for the Client.

  2. The Client may submit orders for goods and/or instructions to print goods to the Contractor via the Contractor's website, by fax, e-mail or by telephone.

  3. Where orders are placed in electronic form, the Client shall receive a confirmation of receipt by e-mail which will once again list the Client's data and its order. That confirmation of receipt shall not yet be deemed an acceptance of an offer to conclude a contract. A valid contract shall only be formed at such time as the Client expressly forwards a confirmation of the contract or despatches the goods.


§ 3 Performance of purchase agreement

  1. The Contractor's invoices shall be deemed immediately due for payment. Where a mandate for direct debit is given, a 3% discount shall be applied, where payment is made within 14 days, a 2% discount shall be applied.

  2. Where the Client is unable to comply with deadlines or scheduled periods due to force majeure, e.g. mobilisation, war, strike, civil unrest or the like, such deadlines or scheduled periods shall be deemed extended by a reasonable time.


§ 4 Terms and conditions of delivery

  1. The Client shall bear the costs of shipping from the place of the Contractor's premises. The amount of shipping costs shall be governed by the current list of shipping costs in effect from time to time, shown at Where goods are invoices by weight, the price shall be calculated by gross weight where packaging and wrapping papers are used.

  2. Goods shall be shipped at the risk of the Client.

  3. Where the Contractor has undertaken to label/print labelling on goods, the Client undertakes to begin with the print run without delay following the Client's order, provided the Contractor has not advised of other delivery times in connection with the order or in the description of the goods. Deliveries of other goods shall be effected without delay, provided the Contractor has not advised of other delivery periods in connection with the order or in its description of the goods.

  4. Partial deliveries shall be permitted to the extent they are reasonable to the Client.

  5. The Contractor does not assume any procurement risk. The Contractor shall be entitled to resile from the contract where, despite having previously entered into a corresponding procurement agreement, the Contractor does not itself receive the subject-matter of its performance; responsibility of the Contractor for intentional acts or omissions or negligence shall remain unaffected hereby. In such case, the Contractor shall notify the Client without delay regarding the unavailability of the goods and shall refund any consideration which may have previously been paid to the Client without delay. In such case, the Contractor reserves the right to offer goods of equivalent value in price and quality, with the aim of entering into a new contract for the purchase of goods which are of equivalent value in price and quality.


§ 5 Printing documents

  1. Where the Contractor furnishes printing documents such as drafts, drawings, printing plates, films, printing cylinders and impression plates, these shall remain the Contractor's property even where the Client assumes a proportion of the costs thereof. Where the Client pays compensation for all of the costs, the Client shall have the right to demand that the above-referenced printing documents be released to it.

  2. For samples, sketches, drafts and the like which the Client has expressly ordered (or has issued instructions to prepare), the agreed fee shall be payable even if the subsequent contract is not awarded. Ownership and full rights of disposition shall pass to the Client upon payment of the compensation.

  3. The costs of subsequent modifications to sketches, drafts, samples, specimen print runs shall only be charged where the Client has given instructions to make such modifications and they were undertaken with the Client's consent. Where the Contractor bears responsibility for any modifications, such modifications may not be invoiced to the Client.


§ 6 Rights of use

  1. The Client hereby grants the Contractor a limited right of use which is deemed non-exclusive and limited in geographic, temporal and substantive scope to the content, data, images, graphics, texts etc. furnished by it for purposes of the printing work.

  2. The Client hereby warrants that it holds the requisite rights to the content, data, images, graphics, texts etc. forwarded by it.


§ 7 Warranty and liability

  1. As a general rule, the Contractor shall bear liability for defects of the goods in line with the statutory provisions of commercial law (secs. 434 ff. BGB) and/or of the law governing contracts for works and services (secs. 633 ff. BGB).

  2. No claims for defects shall lie where a deviation from the agreed characteristics or qualities is non-material in nature or where the utility of the goods is impaired to a merely non-material extent.

  3. The warranty periods governing rights under sec. 437 BGB and sec. 634 BGB shall be one year from the statutory inception of the prescription period, both for new goods and used goods.

  4. In respect of defects, the Contractor shall have the right to elect to effect subsequent performance by either remediating the defects or replacing the goods.

  5. The Client shall notify the Contractor in writing of apparent defects within 14 days from its receipt of the goods or within 14 days from its discovery of the defect.

  6. Where the transaction in question is deemed a bilateral commercial transaction within the meaning of that term under the German Commercial Code, the Client shall examine the goods ordered by it without delay following delivery. The foregoing shall apply in particular in respect of the completeness of the goods and their functionality in each case. Any defects which are noted in the course of such inspection or which are detectable without inspection must be communicated to the Contractor without delay. The Client shall append a detailed description of the defects. Where the Client fails to give notice of defects, goods shall be deemed approved by the Client except where the defect is one which was not detectable at the time of inspection.

  7. Defects of goods which are not capable of detection in the course of proper inspection pursuant to sub-paragraphs 5 or 6 hereof must be communicated to the Contractor without delay following their discovery where the transaction in question is a bilateral commercial transaction; the goods shall otherwise be deemed approved even despite any such defect.

  8. The Contractor shall, as a general rule, bear no liability for damages or losses caused by mere slight negligence.

  9. The limitations on liability set out in the preceding sub-paragraphs shall not apply to losses arising from injury to life, limb or health, in cases of fraudulent concealment of defects, claims under the German Product Liability Act, claims in cases of intentional acts or omissions and gross negligence and claims for breaches of duties, the discharge of which constitute absolute prerequisites to proper performance of the contract, as to which the Client is ordinarily entitled to rely on the principle that they will be complied with.

  10. Claims for compensatory damages for negligent breach of material contract obligations shall, however, be limited to such losses as are typical for the contract and foreseeable, where one of the other exceptions listed in sub-paragraph 9 hereof is not simultaneously present.

  11. Where the Contractor delivers goods free of defect for purposes of subsequent performance, it may demand that the Client return the defective item of property to it in line with secs. 346 to 348 BGB.

  12. Where it is revealed following an examination of the goods regarding which a claim for defect has been asserted that no defect for which the Contractor bears responsibility is present, the Contractor reserves the right to assert the costs of the unwarranted claim against the Client.

  13. In the production of paper and plastic packaging and similar goods, it is technically impossible to avoid the occurrence of a relatively low quantity of defective goods, and a proportion of up to 5% of the overall quantity of the goods may not be the subject of any claim for defect, irrespective of whether the defect in question lies in the production process or in printing. Defects of a portion of the goods delivered may not give rise to any claim for defects with respect to the entire delivery where it is possible, by reasonable means, to separate goods which are non-defective and which are defective.

  14. In respect of all printing documents furnished by the Client such as drafts, drawings, stereotypes, films, printing cylinders and plates it is assumed that the Client has the requisite copyright, trade mark or other rights. The Client shall be liable for all consequences arising out of any violation of the aforementioned rights and shall indemnify and hold the Contractor harmless against any and all liability in the event that a third party asserts a claim in respect thereof.

  15. By awarding the contract, the Client is deemed to warrant that the subject-matter of the documents forwarded by it does not violate any criminal statutes.

  16. Tolerances

    1. Deviations in respect of weight:
      Deviations of grammage shall be governed by the materials used pursuant to the terms and conditions of delivery of the manufacturers.

      Where such deviations are not otherwise specified, the following shall apply:
      (1) for paper ± 15 %
      (2) for plastic ± 15 %

    2. Dimensional deviations:
      The Contractor shall be entitled to the following dimensional deviations in respect of all goods delivered:

      1. For paper and paper combinations:
        Bags: + 4 mm in length
        + 3 % in width
        for bag widths of under 80 mm + 2 %
        for bag widths of 80 mm and more

      2. Rolls: + 3 mm in width
        Formats: ± 5 mm in length, + 5 mm in width

      3. For plastics + 5 %

    3. Quantity deviations:
      In respect of all production runs, the Contractor reserves the right to deliver a greater or lesser quantity of goods up to 10% of the quantity ordered, but charging for the actual quantity delivered. This percentage shall be deemed increased to 20%:

      1. When sold by quantity, for quantities of up to 100,000 items.

      2. Where sold by weight, for weights of up to 1000 kg.

    4. These deviations of weight, dimensions and quantity shall apply to paper and plastic packaging in the form of sales packaging and over-packs in which fill materials are packaged. All of the bags, cuts-to-size and rolls used in retail commerce are typical of this. These shall likewise be deemed to encompass industrial pre-packaging such as rolls, bags, wrapping material and cuts-to-size.

  17. Print runs

    1. The Contractor shall use commercial printing inks customary for printing. When particular requirements are stipulated in respect of inks such as light resistance, alkali-fastness and friction resistance etc., the Client must separately advise of this in writing at the time of placing the order. The Contractor reserves the right to make smaller-scale deviations in respect of colours. These shall not entitle the Client to refuse to accept the goods or to abate the price. Proofs will only be provided prior to print runs where the Client requests these or the Contractor deems them necessary. Press proofs from the printing press shall be charged separately on a time and expenses basis.

    2. The Contractor disclaims any warranty for plasticiser migration, paraffin-soluble inks or binders or similar migration effects and for the consequences arising from the foregoing. In particular, the Client shall advise expressly in respect of the goods to be packaged of the food safety law requirements. Such notification must be given in written form. Where the Client fails to do so, the Contractor shall not be held liable.

    3. In respect of coding and/or numbering, the Client shall consult with the Contractor with respect to the technical production options in respect of graphics with coding and/or numbering. The Client shall be responsible for the correctness of the code configuration and placement. The Contractor disclaims any liability with respect to coding master documents provided to it. Due to tolerances in respect of paper, printing ink and readers, the Contractor assumes no warranty for equal suitability to different print runs. The Client shall examine delivered samples, pre-print runs, partial print runs and total print runs without delay by means of receiving inspections. The Contractor assumes no warranty of the legibility of coding in respect of flexible materials. Misprints of up to 5% shall not serve as the basis for claims of defects. This shall likewise apply to numbering mutatis mutandis.

  18. Materials and workmanship
    Where no particular instructions are given by the Client, the execution of orders shall be undertaken using such materials as are customary in the sector and such manufacturing processes as are well-known. In cases involving particular qualities of the goods to be filled, the Client shall expressly inform the Contractor in writing regarding the use of relevant materials and make agreements with the Contractor accordingly. This shall apply, in particular, in respect of statutory requirements such as food safety law.


§ 8 Reservation of title 

  1. The goods supplied shall remain the property of the Contractor until such time as all claims to which the Contractor is entitled vis-à-vis the Client under the existing business relationship are satisfied.

  2. The Client is permitted to process the goods supplied to it, to co-mingle them or to combine them with other items of property. Where goods are processed together with other items of property not belonging to the Contractor, the Contractor shall have a right of co-ownership in the new goods pro rata in proportion to the value of the processed items relative to the value of the remaining goods processed as of the time of the processing.

  3. In the event of the sale of the delivered goods or of the new goods, the Client hereby assigns its claim from any resale thereof against the buyer, together with all ancillary rights thereto, to the Contractor by way of security, without this requiring any further special declarations or notices. However, the assignment shall only be deemed effective in the amount corresponding to the value of the goods invoiced by the Contractor for the goods delivered by it. The proportionate claim assigned to the Contractor shall be treated as a priority claim.

  4. Until further notice, the Client shall be authorised to effect collections of claims assigned under this section 7 (Retention of title). The Client shall forward payments against the assigned claims without delay to the Contractor up to the amount of the secured claim. Where good cause is shown, in particular in the event of a default of payment, cessation of payment, the commencement of insolvency proceedings or where there are well-founded indications that the Client is over-indebted or will become imminently insolvent, the Contractor shall be entitled to revoke the Client's authority to effect collections. In addition, the Contractor may, after giving prior warning and upon reasonable notice, disclose the assignment by way of security, may effect dispositions over the assigned claim and demand that the Client disclose the assignment by way of security to the third party.

  5. To the extent the recoverable value of all security rights to which the Contractor is entitled exceeds the amount of all claims by more than 10%, the Contractor shall release a corresponding portion of the collateral upon request of the Client. The Contractor shall have the right to select from various items of collateral when effecting such release.


§ 9 Default

  1. The Client shall be deemed in default, without the need for any further declaration or notice by the Contractor, if it fails to make payment within 30 days of the time the payment falls due and following receipt of an invoice or equivalent itemisation of payments.

  2. Default interest shall be 8 percentage points over the base interest rate in effect from time to time.

  3. The Contractor's right to assert further claims for compensatory damages shall remain unaffected by the provisions set forth above.


§ 10 Final provisions

  1. These General Terms and Conditions of Business and any contract made in any individual case shall be exclusively governed by German law, but excluding application of the United Nations CISG.

  2. Provided that the parties are 'general merchants' [Vollkaufleute], jurisdiction and venue for all disputes arising out of or in connection with the present agreement shall be deemed to lie with the courts in the city of the Contractor's registered office.

  3. In the event that one or more clauses of these Terms and Conditions of Business should be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions hereof.



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