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General Terms and Conditions of Sale and Delivery of
Systempack Manufaktur GmbH

1. Scope of application, form

1. These General Terms and Conditions of Sale and Delivery (GTCS) apply to all our business relationships with our customers („Buyer“). The GTCS shall only apply if the Buyer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

1.2 The GTCS apply in particular to contracts for the sale and/or delivery of movable goods („Goods“), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer‘s order or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

1.3 Our GTCS shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example, even if the Buyer refers to his General Terms and Conditions in the context of the order and we do not expressly object to them.

1.4 Individual agreements (e.g. framework supply agreements, quality assurance agreements, etc.) and details in our order confirmation shall take precedence over these GTCS. In case of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

1.5 Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, cancellation or reduction) must be made in writing. Written form within the meaning of these GTCS includes written and text form (e.g. letter, e-mail). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.

2 Conclusion of contract, scope of delivery and services, documents

2.1 Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with samples, specimens, catalogues, technical documentation (e.g. drawings, references to DIN standards), other product descriptions or documents, samples or similar - also in electronic form - („Documents“) to which we reserve ownership rights and copyrights.

2.2 The order of the goods by the Buyer shall be deemed a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 (fourteen) working days of its receipt by us.

2.3 Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

2.4 Unless otherwise agreed, we are entitled to make excess or short deliveries of up to 20 %. We are also entitled to deliver goods with customary deviations in quality, dimensions, weight, colour / colour shades, design and equipment. Such goods shall be deemed reasonable and in conformity with the contract.

2.5 The properties of the documents shall only become part of the contract if this has been expressly agreed in writing.

2.6 If we sell on the basis of a sample, deviations from this are permissible in the delivered goods and do not entitle the customer to make complaints and claims against us if they are customary in the trade and any agreed specifications are met by the delivered goods, unless otherwise agreed.

3 Delivery period and delay in delivery

3.1 The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be approx. 14 (fourteen) working days from conclusion of the contract. However, the prerequisite for the start of the delivery period is that the buyer has fulfilled his obligations (if agreed: handover of documents, down payments, etc.).

3.2 If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Buyer of this immediately and at the same time inform the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the Buyer. Non-availability of the service exists, for example, in the event of late delivery by our suppliers, if we have concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure or if we are not obliged to procure in individual cases.

3.3 The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the buyer is required. If we are in default of delivery, the Buyer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, up to a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has not suffered any damage or only significantly less damage than the above lump sum.

3.4 The Buyer‘s rights pursuant to Section 8 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent fulfilment), shall remain unaffected.

4 Delivery, transfer of risk, acceptance, default of acceptance

4.1 Unless collection by the buyer or another type of delivery has been agreed, delivery shall be made to the destination (DAP) specified by the buyer. The goods are dispatched to the buyer on returnable pallets. These pallets are our property and must be returned carriage paid to our premises in 93437 Furth i.W. within four (4) weeks of the invoice date, unless the pallets are exchanged for a new delivery or a purchase of the pallets has been agreed.

4.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. If the buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

4.3 If the Buyer is in default of acceptance, fails to co-operate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we shall charge a flat-rate compensation of 0.5% of the net price (delivery value) per commenced calendar week starting with the delivery period or - in the absence of a delivery period - with the notification of readiness for dispatch of the delivery items up to a maximum total of 5% of the net price (delivery value) in the event of final non-acceptance. Proof of higher damages and statutory claims on our part (in particular reimbursement of additional expenses, reasonable compensation, cancellation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The Buyer shall be entitled to prove that we have suffered no loss at all or only a significantly lower loss than the lump sum stipulated above. Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, cancellation) shall remain unaffected; however, the lump sum shall be offset against further monetary claims.

4.4 Partial deliveries are permissible insofar as they are reasonable for the buyer.

5 Prices and terms of payment

5.1 Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply plus statutory VAT.

5.2 The parties shall agree who shall bear the transport and shipping costs ex warehouse; in case of doubt, these shall be borne by the buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

5.3 Unless otherwise agreed, the purchase price and other associated costs shall be due and payable within 14 (fourteen) working days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

5.4 Upon expiry of the aforementioned payment deadline, the buyer shall be in default from the first day on which the deadline is exceeded. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

5.5 The Buyer shall only be entitled to rights of set-off or retention to the extent that its claim has been recognised by declaratory judgement or is undisputed. In the event of defects in the delivery, the Buyer‘s counter-rights shall remain unaffected, in particular pursuant to clause 7.5 sentence 2 of these GTCS.

5.6 Should unforeseeable cost increases or cost reductions occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), we shall be entitled to pass on the price increase or cost reduction to the Buyer. However, this shall only apply if the delivery is agreed to take place later than four months after the conclusion of the contract. If the new price is 20% or more higher than the original price due to the right of price adjustment, the buyer is entitled to withdraw from the contract which has not yet been completely fulfilled. However, he can only assert this right immediately after notification of the increased price.

5.7 If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardised by the Buyer‘s inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (customised products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

6 Retention of title

6.1 We reserve title to the goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

6.2 The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

6.3 In the event of breach of contract by the Buyer, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include the declaration of cancellation; we are rather entitled to demand only the return of the goods and to reserve the right to cancel the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

6.4 The Buyer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with (c) below. In this case, the following provisions shall apply in addition.

(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Buyer stated in 6.2 shall also apply in consideration of the assigned claims.

(c) The Buyer shall remain authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer fulfils his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with 6.3. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the buyer‘s authorisation to resell and process the goods subject to retention of title.

(d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer‘s request.

7 Claims for defects of the buyer

7.1 The statutory provisions shall apply to the rights of the Buyer in the event of material defects and defects of title (including incorrect and short delivery as well as defective instructions), unless otherwise specified below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB) and the rights of the Buyer arising from separately issued guarantees, in particular on the part of the manufacturer, shall remain unaffected.

7.2 The basis of our liability for defects is above all an agreement reached on the quality and intended use of the goods (including accessories and instructions). If the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (Section 434 (3) BGB).

7.3 In principle, we shall not be liable for defects which the Buyer is aware of or is grossly negligent in not being aware of when the contract is concluded (Section 442 BGB). Furthermore, the Buyer‘s claims for defects presuppose that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect becomes apparent upon delivery, inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 3 (three) working days of delivery and defects not recognisable during the inspection within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.

7.4 If the delivered item is defective, we may initially choose whether to provide subsequent fulfilment by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). If the type of subsequent fulfilment chosen by us is unreasonable for the buyer in the individual case, he may reject it. Our right to refuse subsequent fulfilment under the statutory conditions remains unaffected.

7.5 We are entitled to make the subsequent fulfilment owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

7.6 The Buyer shall give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods, documents and samples for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us at our request in accordance with the statutory provisions; however, the Buyer shall not be entitled to return the item.

7.7 We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, in accordance with the statutory provisions and these GTCS, if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer of the costs incurred as a result of the unjustified request to remedy the defect if the Buyer knew or could have recognised that there was in fact no defect.

7.8 In urgent cases, e.g. if operational safety is jeopardised or to prevent disproportionate damage, the Buyer shall have the right to remedy the defect himself (self-remedy) and to demand compensation from us for the expenses objectively necessary for this purpose. We must be notified immediately, if possible in advance, of any such self-remedy. The right to self-remedy does not exist if we would be entitled to refuse a corresponding subsequent fulfilment in accordance with the statutory provisions.

7.9 If a reasonable deadline to be set by the Buyer for subsequent fulfilment has expired unsuccessfully or is dispensable in accordance with the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of cancellation.

7.10 Claims of the Buyer for reimbursement of expenses pursuant to § 445a para. 1 BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB). Claims of the Buyer for damages or reimbursement of futile expenses (§ 284 BGB) shall only exist in accordance with the following clauses 8 and 9, even if the goods are defective.

8 Other liability

8.1 Unless otherwise stated in these GTCS, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

8.2 We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of wilful intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), for

a) for damages resulting from injury to life, body or health

b) for damages arising from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

8.3 The limitations of liability resulting from clause 8.2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favour) whose fault we are responsible for in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Buyer under the Product Liability Act.

8.4 The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of cancellation of the Buyer (in particular pursuant to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9 Statute of limitations

9.1 Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from handover in accordance with Clauses 4.1 and 4.2. Insofar as acceptance has been agreed, the limitation period shall commence upon acceptance.

9.2 Special statutory provisions on the statute of limitations remain unaffected (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB).

9.3 The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Buyer‘s claims for damages pursuant to Section 8.2 sentence 1 and sentence 2(a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

10 Confidentiality, documents and records for the Buyer, documents of the Buyer

10.1 The Buyer may not utilise or disclose to third parties our business or trade secrets or any know-how of which it becomes aware during the business relationship with us without our consent, unless the business or trade secrets and the know-how are generally accessible. This shall also apply for the period after termination of this contract.

10.2 The Buyer is not authorised to use and pass on the documents to third parties unless we grant written consent to do so. Otherwise, the rights thereto shall only be transferred for use within the scope of the contractual relationship and for the purpose provided for in the contract. The purchaser undertakes to return the documents to us on request if an order based on them is not placed with us.

10.3 The Buyer shall assume sole responsibility for the documents to be provided or provided by him, such as drawings, gauges, samples or the like. The Buyer shall be responsible for ensuring that the documents submitted by him do not infringe the industrial property rights of third parties. We are under no obligation to the purchaser to check whether the submission of offers based on the design sent infringes any third-party property rights. If we are nevertheless liable on the basis of facts giving rise to a claim, the buyer shall indemnify us.

11 Choice of law and place of jurisdiction

11.1 These GTCS and the contractual relationship between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on for the International Sale of Goods.

11.2 If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Munich. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GTCS or an overriding individual agreement or at the Buyer‘s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

11.3 The English version is only a translation; the German version shall in any case prevail.


Status: January 2025