1. Scope of Application
1.1 For all reciprocal claims arising from and in connection with a conclusion of a contract between business customers who are not consumers within the meaning of § 13 BGB (German Civil Code), these General Terms and Conditions shall always apply in their version valid at the time of the respective contract conclusion.
1.2 Our General Terms and Conditions apply exclusively; We shall not recognize any conflicting or differing conditions of the customer, unless we have expressly agreed to their validity in writing. Our General Terms and Conditions of Business also apply if we carry out delivery unconditionally in the knowledge of conflicting or differing conditions of the customer.
1.3 Our terms of sale also apply to all future transactions with the customer.
2. Object of the Contract, Conclusion of the Contract
2.1 The order is concluded by the acceptance of the order by Landpack GmbH. The customer is informed about the contract conclusion either by a confirmation from us or at the latest by execution of the delivery of the ordered goods.
2.2 Landpack GmbH supplies the goods ordered by the customer after acceptance of the order. Should we subsequently recognize that a mistake has arisen to the information on a product, at a price or to an availability, we will inform the customer immediately. This can confirm the order again under the changed conditions. Otherwise, Landpack GmbH is entitled to withdraw from the contract.
2.3 All descriptions, data and illustrations of the listed items are non-binding. We reserve the right to make alterations to the design, deviating conditions are not valid. The characteristics of the products (for example insulation values of the Landbox) are their own experience values and do not represent binding characteristics. Due to the large number of influencing factors, customers have to check the suitability of the products themselves for their respective purposes. Landpack assumes no liability whatsoever, which may result from any damages resulting from this.
3.1 All prices are net prices and are subject to statutory value-added tax. Prices do not include packaging, transportation and other charges. These are calculated and reported separately. Prices are subject to change.
3.2 Clichés, tools, other aids and custom-made products for the customer shall be borne by the customer, unless otherwise agreed in writing. The customer does not acquire ownership of these items nor are we obligated to hand them these items.
4. Terms of Payment
4.1 The payment of the goods shall be invoiced. The customer undertakes to pay the invoiced amount within the payment period stated in the respective invoice.
4.2 Payments for partial deliveries shall be made in accordance with the invoice. When the payment period is exceeded, the usual default interest is calculated.
4.3 The set-off with other than undisputed, legally binding, decisive decision-making or claims accepted by us is excluded. The customer is only entitled to exercise a right of retention to the extent that his counterclaim follows from the same contractual relationship.
4.4 If the customer has not performed despite a previous reminder, all claims arising from the business relationship, namely principal and secondary claims, including other claims from a current account balance, shall become due immediately.
4.5 If unfavorable circumstances are known to the customer, payments for deliveries already made are immediately due. In this case, we can make future deliveries subject to the prior payment of the purchase price for these deliveries.
5. Delivery and Dispatch
5.1 Unless otherwise agreed, the choice of the shipping method and the method of dispatch is our sole discretion.
5.2 Information on the delivery period is not binding, unless the delivery date has been declared as binding. If the agreed deadlines are exceeded, the customer is to be given a reasonable extension. This is usually three weeks. Any kind of additional period starts with the receipt of the written postponement with us.
5.3 We are entitled to make partial deliveries insofar as the customer is reasonable according to the type and scope of the order.
6. Acceptance and Transfer of Risks
6.1 The risk of accidental loss and accidental deterioration of the goods shall be transferred to the customer upon handing over the goods to the customer upon dispatch of the goods to the freight forwarder, the freight carrier or the persons and the establishment who are otherwise intended to carry out the dispatch. The transfer shall be deemed to be the same if the customer is in default of acceptance.
6.2 Transport insurance shall be carried out at the explicit instruction of the customer for his account.
6.3 In the case of goods which are delivered packed in EUR-pallets, the EUR-pallets remain our property, should they not be delivered by the customer in advance without freight charges or have been exchanged immediately upon delivery of the goods. The customer is obliged to return the same number of usable pallets in an impeccable condition on every delivery, or to send these EUR-pallets back to us within four weeks of delivery. If this is not the case, we are entitled to settle these Euro pallets at the time of settlement for the purchase of new pallets according to valid prices. When the invoice is issued, the customer’s right to return pallets to us will expire. The demand for the return of pallets is only four years after delivery of the last order, which the customer has given us.
7. Retention of Title
7.1. We retain title to the goods delivered until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves in breach of contract.
7.2 The customer is obligated, as long as the property has not yet passed on to him, to treat and store the goods according to the regulations on food supplies.
7.3 The customer is entitled to resell the reserved goods in normal business transactions. The Customer hereby assigns the customer’s claims arising out of the resale of the reserved goods to us in the amount of the final invoice amount (including value-added tax) agreed with us. This assignment applies irrespective of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer complies with his payment obligations from the revenue collected, is not in arrears with payment, and in particular no application for the opening of insolvency proceedings is filed or payment is settled.
7.4 In order to safeguard our claims against the customer, the latter also assigns to us those claims which arise from the combination of the reserved goods with a property against a third party; We accept this assignment already now.
7.5 In case of distraints or seizures, the customer must notify us immediately in writing and to notify third parties immediately of our retention of title in an appropriate form.
8.1 We reserve the right to make technical and non-avoidable deviations from physical and chemical quantities, including colors, dimensions, weights and quantities, which are also applicable to our promotional boxes. We are entitled to excess or short deliveries of up to 10% of the agreed quantity.
8.2 In the event of defects, we shall, at our discretion, make a warranty by repair or replacement delivery.
8.3 Warranty claims of the customer due to defects of the purchased goods shall become statute barred one year after the transfer of risk.
8.4 We generally exclude the return of defect-free goods.
9.1 In the event of a defect, the customer shall comply in writing with his immediate defect default according to § 377 HGB.
9.2 We shall not be liable for damages that occur during transport or at the destination. Before taking over the goods, the customer has to notify the carrier of their damage or loss and to register the claim for damages.
10. Limitation of Liability
10.1 We shall not be liable for damages resulting from improper handling of the goods by the customer.
10.2 Our goods are excluded from export to the US, US territories and Canada. There is no product liability in these regions.
11.1 Should individual clauses of these terms and conditions be invalid in whole or in part, this shall not affect the validity of the remaining clauses, unless a contracting party would be unreasonably disadvantaged by the elimination of individual clauses in such a way that it can no longer be held liable to the contract. The Contracting Parties undertake to replace the ineffective clause by another which is closest to the economic purpose of the invalid provision and which is in turn effective. The same applies to regulatory loopholes.
11.2 Exclusive jurisdiction is the registered office of Landpack GmbH in the Federal Republic of Germany. Only German law applies under exclusion of the UN Sales Law.