General terms and conditions

The legally binding version of these terms is the German original. In case of any discrepancy, the German version prevails.

1. Scope

1.1 All deliveries, services and offers by Neustädter Verpackung Vertriebs GmbH (hereinafter „NV Dresden“) are made exclusively on the basis of these general terms and conditions. They form part of all contracts and also apply to future agreements.

1.2 Counterparty terms do not apply, even if the company does not expressly object or refers to written documents containing such clauses.

1.3 These terms apply exclusively to entrepreneurs — contractual partners acting in a commercial or independent professional capacity.

2. Offer and conclusion of contract

2.1 All offers by NV Dresden are subject to change and non-binding, unless they are expressly marked as binding. A contract of sale is only formed by written order confirmation, whose content alone is decisive (with § 313 of the German Civil Code applying).

2.2 Verbal commitments made before contract conclusion are legally non-binding. Verbal agreements are replaced by written contracts unless they are expressly maintained.

2.3 Amendments and changes to the agreements made, including these general terms of supply, may also be made verbally, provided they are confirmed without delay in text form.

2.4 Information about the delivery item or its representations is only approximately authoritative, unless exact correspondence is required for usability. They are not guaranteed properties but descriptions or markings. Customary deviations and technical improvements are permitted.

2.5 The company retains ownership or copyright in all offers and cost estimates issued by it as well as in the drawings made available to the contractual partner. The contractual partner may not make these accessible to third parties or reproduce them without consent.

3. Prices and payment

3.1 Prices and payment terms result from the order confirmation for the agreed scope of services (§ 313 BGB remains applicable).

3.2 Invoice amounts are due and payable within seven days of receipt of the invoice, unless otherwise agreed in writing. In the event of late payment, interest of 5 % p.a. applies; in default, the statutory rate of 9 percentage points above the base interest rate applies.

3.3 Discount agreements require written form. A discount deduction is only permitted if no other invoice amount is outstanding at the end of the discount period.

3.4 Set-off against counterclaims is only permitted if these are undisputed or have been legally established. Rights of retention by entrepreneurs are otherwise excluded.

4. Delivery and delivery time

4.1 Delivery terms follow the content of the order confirmation.

4.2 Periods and dates for deliveries and services indicated by NV Dresden are always only approximate and non-binding, unless a fixed period or date has been expressly promised or agreed in writing.

4.3 Deliveries within Germany are made free domicile unless otherwise agreed. The goods are generally not insured against transport damage by NV Dresden. Insurance is only taken out on express request and at the contractual partner's expense.

4.4 No liability for impossibility of delivery or delivery delays caused by force majeure or other events unforeseeable at the time of contract conclusion, such as operational disruptions, material shortages or official measures. In the case of substantial or longer-term obstruction, the company may withdraw from the contract. In case of temporary obstacles, the periods are extended accordingly.

4.5 In the event of delivery delay or impossibility, liability is limited to damages in accordance with these general terms and conditions.

4.6 After 4 weeks of acceptance delay, the company may charge appropriate storage fees.

5. Place of performance, packaging, transfer of risk, acceptance

5.1 The place of performance is Dresden.

5.2 The type of dispatch and packaging are at the company's reasonable discretion.

5.3 Risk passes at the latest with the handover of the delivery item (with the start of the loading process being decisive) to the carrier, freight forwarder or other third party designated for shipment. In case of collection by the partner, risk passes when the company makes the goods available in accordance with the contract.

5.4 Storage costs after transfer of risk are borne by the contractual partner.

5.5 The contractual partner must inspect the goods without delay after delivery at the destination or after receipt. Defects must be reported within three business days. Failure to notify is deemed to be approval unless a hidden defect was involved.

6. Intellectual property rights

6.1 Provided documents such as drafts, drawings and sample pieces remain the property of the company.

6.2 If copyrights and/or industrial property rights arise on the part of NV Dresden through the development and execution of an order, they are not transferred with the sale of the delivery item. The company may also use these rights for orders from third parties.

6.3 For samples, sketches and drafts ordered by the partner, a fee is payable even if the main order is not placed. Ownership passes to the partner upon payment.

6.4 It is the partner's responsibility to check whether documents made available by them infringe third-party rights. If the company is held liable for legal infringements, the partner must support it and compensate any damage incurred.

7. Tolerances

7.1 For all deliveries, deviations in weight and thickness of up to 5 % over and under measure are permissible and in accordance with the contract. The company is not liable for minor differences in material composition, colour or surface properties.

For claims regarding defects, the average failure rate is decisive, not individual pieces. There is no defect if individual pieces deviate by at most twice the permissible margin or by no more than 10 % from the average. Pieces deviating from tolerance may not exceed 5 % of the total quantity.

For custom production, graduated over-/under-delivery quotas apply depending on weight: Up to 1,000 kg: 20 %; over 1,000 to 2,500 kg: 15 %; over 2,500 to 5,000 kg: 7.5 %; over 5,000 kg: 5 %.

7.2 The following dimensional deviations are to be tolerated: Machine board in sheets: 1 % in width and length (1.5 % for sheets under 50 cm). Machine board in rolls: 5 mm width tolerance, max. 3 mm for rolls under 10 cm; ±10 cm roll-diameter variation; up to 10 % of the total delivery may be supplied as remainder rolls with smaller diameter.

8. Warranty, defects

8.1 The warranty period is one year from delivery or, if acceptance is required, from acceptance. The company points out that products may also be single-use items or that their service life may be significantly less than one year.

8.2 Warranty claims require the partner to have fulfilled the legal duties of inspection and notification.

8.3 In case of defects, the company is first obliged, at its choice to be made within a reasonable period, to remedy or replace. In case of disproportionate effort it may refuse remedy. After failure the partner may demand withdrawal or price reduction.

8.4 The right to claim damages on the basis of defective performance is excluded in principle. Exceptions apply to intentional or grossly negligent violations and to damage to life, body and health from negligent violations.

8.5 Warranty lapses if the partner modifies the delivery item without consent and this makes remedying defects impossible or unreasonably difficult. The partner bears the additional costs.

8.6 Used items are delivered with the exclusion of any warranty for defects.

9. Retention of title

9.1 The goods delivered by NV Dresden to the partner remain the property of NV Dresden until full payment of all secured claims.

9.2 The partner shall keep the reserved goods in safe custody for the company free of charge.

9.3 The partner is entitled to process and sell the reserved goods in the ordinary course of business until the case of realisation occurs. Pledging and chattel mortgage are not permitted.

9.4 In case of processing by the partner, this is carried out on behalf and for the account of the company. The company directly acquires ownership or — in case of processing from several materials or higher value — co-ownership of the newly created item in the ratio of the value of the reserved goods to the total value.

9.5 In case of resale of the reserved goods, the partner already now assigns to the company, by way of security, the claim arising against the buyer. The same applies to insurance or compensation claims. The company is entitled to collect these claims in its own name.

9.6 In case of access by third parties (such as seizure), the partner must point out the company's ownership and inform it. If the third party cannot reimburse the costs, the partner is liable for them.

9.7 The company releases the reserved goods on request if their value exceeds the amount of the claim by more than 20 %.

9.8 In case of contractually non-compliant conduct by the partner — in particular late payment — the company may withdraw from the contract and reclaim the reserved goods.

10. Data protection

The company stores essential data from the contractual relationship under § 28 of the German Federal Data Protection Act for the purpose of data processing required as part of contract handling.

11. Final provisions

11.1 The place of jurisdiction for any disputes arising from the business relationship between NV Dresden and the partner is, at NV Dresden's choice, its registered office or the partner's registered office. For actions against NV Dresden, its registered office is the exclusive place of jurisdiction.

11.2 The relationships between the contractual partners are exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

11.3 Should any provision be wholly or partly invalid, the validity of the remaining provisions remains unaffected. Gaps are filled by provisions which the parties would have agreed in light of their economic goals.