Allgemeine Geschäfts- und Lieferbedingungen zur Verwendung im Geschäftsverkehr gegenüber Unternehmen
General terms and conditions of business and delivery for use in business dealings with companies
I. Offer and conclusion of contract 1. Our offers are generally non-binding. Orders lead to the conclusion of the contract if we do not object within two weeks or deliver within this period. If orders are confirmed by us in text form, the contract is concluded on the basis of the receipt and content of our order confirmation, provided the customer does not object to the order confirmation immediately in text form. 2. The following terms and conditions of business and delivery apply to all delivery transactions realised by us, even if not separately agreed in individual cases. Deviating provisions, in particular purchasing conditions of the buyer are waived, even if an explicit contradiction does not occur.
II. Our services and fulfilment of contract
1. (Quality and quantity) If contracts of ours underlie performance specifications drawn up by us in text form and confirmed and sent to the purchaser, quality specifications defined there determine the characteristics of the delivery item comprehensively and conclusively. In the absence of such performance specifications, performance specifications drawn up by the customer in text form and sent to us or other quality specifications relevant in the case of pre-orders are decisive. In all other cases, deliveries shall be deemed to be in accordance with the contract if they qualify for a use required by the contract, or otherwise for ordinary use, and have the characteristics which are customary for goods of the same type and which the customer can expect according to the nature of the goods.
2. (Guarantees) Any product descriptions, advertising claims, statements in the contract, catalogues or other documents, including statements in connection with the conclusion of contract, do not represent a guarantee of the quality or durability of the goods. Rather, the assumption of any guarantee must be expressly described as such and be submitted in the written form. A waiver of this written form requirement is only possible in the written form.
3. (Delivery) Delivery commitments are always subject to correct and timely self-delivery. We inform our customers immediately about the unavailability of the delivery item and shall reimburse said customers immediately in the event of withdrawal for any payments already made. Specified delivery times or deadlines are understood to be approximate deadlines and dates, unless they have been explicitly described as binding in writing. We are entitled to make partial deliveries to the buyer to a reasonable extent and to invoice these separately.
4. (Risk) Unless otherwise agreed in individual contracts, all deliveries are ex works.
5. (Force majeure) In the case of force majeure events, traffic and operational disruptions, strikes, lockouts, shortages of raw materials and other events for which we are not responsible and circumstances outside of our operational area, we are exempted from performance of the contractual service obligation for the duration of the respective disruption. We shall inform our customers immediately in the event of such circumstances occurring.
III (Cooperation) Obligations of the customer, compensation in the event of non-acceptance
1. (Usage options) Due to the large number of materials used on the market and the large number of processing methods employed outside our sphere of influence, the customer shall personally examine any processing option for our products which said customer intends to employ on a case-by-case basis. Unless we have expressly agreed to a specific requirement in writing and/or this results from the product documentation available at the time of conclusion of contract, we cannot assume any guarantee for requirements that have not been communicated.
2. (Storage) If the customer stores the products, said customer shall ensure the humidity of 50% - 70% and 10° - 30° C required for proper and correct storage.
3. (Information) The customer shall point out to us existing risks of damage or injury through the use of our products, provided that these exceed the usual level and were not readily predictable for us on conclusion of the contract.
4. (Acceptance) If the customer refuses to accept the goods, we are entitled to set a reasonable period of grace. If the customer does not indicate a specific delivery date within the set deadline, we are entitled to deliver the ordered quantity without notification after expiry of the deadline or to charge a flat rate storage fee of 0.5% of the price of the delivery item for each month. We are also entitled to store the delivery item at a third party's premises at the expense of the customer. We and our storage agents are only liable for intent and are not obliged to insure the goods. In all cases of acceptance delays and defaults, the entire purchase price shall be due immediately with discontinuance of any agreed payment deadlines and discounts. Storage fees and transport costs are borne by the customer.
5. (On-call obligation) The above paragraph shall apply mutatis mutandis if the customer does not demand goods ordered on call within 2 months.
6. (Compensation obligation) Instead of delivery or storage of the goods, we are also entitled in cases pursuant to Paragraphs 4 and 5 to withdraw from the contract and to claim compensation instead of performance. In the event of a claim for compensation, we can either provide evidence of our damages or demand a flat rate of 25% of the net value of the delivery that has not been accepted plus any out-of-pocket expenses as compensation. The amount of compensation shall be set higher or lower if we can prove higher damages, or if the customer can prove lower damages.
IV Non-delivery
1. The right of the customer in the event of non-delivery to withdraw from the contract pursuant to statutory provisions only exists insofar as we are responsible for the delivery delay. In the case of breaches of duty, the customer must declare within a reasonable period of time after our request whether it intends to withdraw from the contract due to the breach of duty or insists on delivery.
2. In cases of intent or gross negligence on our part or the part of a representative or a vicarious agent, we are liable in the event of impossibility and delay of delivery/performance pursuant according to statutory provisions. Incidentally, our liability is limited to 50 % of the value of the delivery for compensation in addition to performance in the case of delay of performance and 100 % of the value of the delivery for compensation instead of performance and in the case of impossibility. Further claims are excluded, even after the expiration of any deadline set for us for performance. The above limitations of liability do not apply to liability for injury to life, limb or health.
V Defects and liability
1. (Defects) Entitlements to make claims for defects shall not exist in the case of insignificant deviation from the agreed quality or in the event of insignificant impairment of usability, in particular if there are insignificant and reasonable excess or shortfall quantities and deviations in structure and colour, insofar as these are customary in trade and/or the sector.
2. (Notification of defects) The customer is obliged to inspect delivered goods with actual availability. Failure to conform to the contract shall be indicated to us with an exact description of the nature and extent of the goods affected by the defect. Notification of defects must be made in writing and dispatched within 3 working days after actual availability of the delivery for the customer. Defects which could not be identified within this period, despite careful examination, must be reported in writing immediately after discovery with immediate cessation of any processing, and no later than one year after delivery.
3. (Subsequent performance) If our delivery or performance is not in accordance with the contract, we shall, at our own discretion, remedy the defect or deliver a flawless product. If the supplementary performance fails, the buyer is entitled to a reduction in the purchase price (reduction) or, in the event of substantial breaches of duty, to withdraw from the contract. If the customer requests compensation instead of performance or self-performance, a failure of subsequent performance shall only be deemed to have occurred after an unsuccessful second attempt. Legal instances of dispensability of the deadline remain unaffected.
4. (Liability) We bear no liability for material defects of the delivery which we receive from third parties and forward on unaltered to the customer. Nor can we assume any liability for damages caused by inappropriate or improper use, faulty installation or commissioning by the customer or third parties, natural wear, faulty or negligent treatment or faulty storage, unless the damages can be proved to be our fault. Without prejudice to the provisions in Clause 1 and 2, we are liable for damages for whatever legal reason as follows: a. For damages caused by intentional or grossly negligent breach of duty on our part, a legal representative or a vicarious agent, in accordance with statutory provisions; b. Apart from this, we shall only be liable in accordance with the German Product Liability Act (Produkthaftungsgesetz), due to injury to life, limb or health or due to culpable breach of essential contractual obligations. However, the claim in the event of breach of essential contractual obligations is limited to typical damages foreseeable at the time the contract was concluded and to the coverage provided by our business liability insurance; c. Liability for damages caused by the delivery item to legal interests of the customer (e.g. damage to other assets) is completely excluded. This does not apply in the case of intent or gross negligence or because of injury to life, limb or health or the Product Liability Act.
5. (Statute of limitations) Claims by the buyer for breach of duty committed by us, including any claims arising from tort, expire one year after delivery of the goods. Statutory deadlines apply to claims arising from wilful or malicious behaviour, in cases of injury to life, limb, health or freedom and pursuant to the Product Liability Act. These also apply to delivery items that have been used in accordance with their customary use for a building and have caused it to become defective, for defects in title relating to immovable property and for any recourse claims in the context of consumer good purchases pursuant to Section 478 of the German Civil Code (§ 478 BGB).
VI Prices and terms of payment
1. (Prices) Prices quoted are ex works, unpacked and excluding value added tax.
2. (Due date) Invoices are payable on receipt.
3. (Bills of exchange and cheques) Bills of exchange and cheques are only accepted for payment. Acceptance of bills of exchange is always subject to prior agreement and subject to discounting possibilities. If contrary agreements have not been concluded, collection and discount costs, taxes on bills of exchange and other costs shall be borne by the customer. These costs shall be remunerated together with the invoice amount. We assume no liability for timely presentation, protest, notification and return of the bill of exchange in the event of non-redemption.
4. (Default) The customer shall be in default if, after the due date, it does not pay, despite receiving a reminder, or does not pay within 10 days of the due date and receipt of an invoice or an equivalent payment order. In the event of default of payment on the part of the customer, we shall be entitled to demand 9% interest above the base rate last announced by the Deutsche Bundesbank. We reserve the right to assert further claims.
5. (Offsetting) The customer is only entitled to offset or withhold payments if these have been acknowledged to exist and be due by us or have been legally established.
VII Retention of title
1. Goods delivered by us shall remain our property (goods subject to retention of title/reserved goods) until the fulfilment of all claims arising from the business relationship with the customer - on whatever legal grounds - and including future or conditional claims. This also applies to the inclusion of individual or all claims in a current account and the calculation and recognition of the balance. In the event of breaches of duty on the part of the customer, in particular default of payment, we are entitled, even without setting a deadline, to demand the surrender of the delivery items or assignment of any claims for surrender of the customer against third parties and/or to withdraw from the contract. The customer is obliged to return the items. The request for the return of goods is not a rescission, unless this is explicitly stated.
2. The customer is entitled to resell the reserved goods in the ordinary course of business, but it assigns all claims to us with immediate effect to the amount of the purchase price agreed between us and the customer accrued from the resale, regardless of whether the delivery items are resold without or after processing. We accept the assignment. The customer is authorised to collect these claims after their assignment. Our authority to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims, provided the customer duly fulfils its payment obligations and is not in default of payment. If this is the case, however, we may require the customer to disclose the assigned claims and their debtors, provide all information necessary for collection, surrender related documents and notify the debtors of the assignment.
3. Processing or transformation of reserved goods is always realised for us as a manufacturer, but without any obligation on our part. If processing is realised with other items not belonging to us or the customer, we shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the invoice value of the other processed items at the time of processing. In the other cases, we shall acquire sole ownership of the new item.
4. If reserved goods are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the invoice value of the other mixed items. The customer shall uphold the co-ownership for us.
5. Co-ownership shares resulting from the above paragraphs are considered reserved goods. In the event of the sale of goods in which we have co-ownership, the assignment of the claim to the amount of the respective co-ownership shares shall apply.
6. (The customer may neither pledge our delivery items nor assign them as security.) The customer shall inform us immediately of any enforcement measures by third parties relating to the reserved goods or the claims or other securities assigned to us and hand over the documents necessary for an intervention. The obligation to indicate our property to the third party attempting to access it remains unaffected. If the customer is in default and the costs of the intervention are not obtained from the third party, the customer must bear these costs.
7. If our mutual liability is justified in connection with the purchase price payment by the customer, the retention of title and the underlying claims arising from the delivery of goods shall not expire before the customer has redeemed the bill of exchange as a payer (drawee).
8. (Release) We shall release securities to which we are entitled on the request of the customer if their value exceeds the receivables by more than 20 %.
VIII Packaging Law Responsibility / PPWR
1. To the extent that packaging is manufactured according to the customer's specifications under the customer's name or trademark and the customer qualifies as a producer and/or manufacturer of the packaging pursuant to Regulation (EU) 2025/40 on Packaging and Packaging Waste (PPWR), the customer shall be responsible for the resulting legal obligations, including, but not limited to, registration, reporting, financing, take-back and recovery obligations under the framework of Extended Producer Responsibility (EPR).
2. The customer shall provide the supplier with all information required to determine responsibility under packaging legislation completely and accurately. This includes, in particular, information regarding the country of destination, the manner in which the packaging is used and distributed, and whether the customer qualifies as a micro-enterprise within the meaning of the PPWR.
3. To the extent that the customer is deemed a producer within the meaning of the PPWR in the respective country of destination, the customer shall independently comply with the applicable EPR obligations in that country and shall provide proof of any required registration upon request.
4. The customer shall immediately inform the supplier of any changes to circumstances relevant to the determination of responsibility under packaging legislation.
5. To the extent that the supplier incurs necessary costs or suffers damages due to incorrect or incomplete information provided by the customer, or due to a breach attributable to the customer of its own obligations under packaging legislation, the customer shall reimburse such costs and damages in accordance with the applicable statutory provisions.
Mandatory statutory obligations of the supplier under the PPWR and under the applicable national packaging legislation shall remain unaffected.
IX Miscellaneous
1. The place of fulfilment for all contractual obligations arising from delivery transactions is Gütersloh, Germany.
2. The place of jurisdiction is Gütersloh, Germany. Each contracting party is also entitled to sue the other at its general place of jurisdiction.
3. The national law of the Federal Republic of Germany shall apply to all disputes arising from and relating to contracts to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, also known as the Vienna Convention) of 11 April 1980.
4. Should one or more provisions of this contract be ineffective or the contract contain a gap (loophole), this shall not affect the validity of the remaining provisions of this contract.
(Status: August 2026)