Terms and Conditions
TERMS AND CONDITIONS
1. Conditions of Sale
MetPro Verpackungs-Service GmbH, hereinafter referred to as METPRO, is a service provider in the field of environmentally friendly goods packaging for industrial packaging and machine packaging systems.
The following terms and conditions apply to all contracts concluded between METPRO and the customer for the delivery of goods, production of works and provision of services. They shall apply for the entire duration of the business relationship, even if they are not expressly agreed again. The following terms and conditions shall be deemed to have been accepted at the latest upon acceptance of the service or the goods. Any deviating terms and conditions of the customer that METPRO does not accept in writing shall not be binding for METPRO, even if METPRO does not expressly object to them. Translated with www.DeepL.com/Translator (free version)
2. Offer and conclusion of contract
2.1. METPRO's offers are subject to change and non-binding unless METPRO has expressly designated them as binding in writing.
2.2. Declarations of acceptance and all orders must be confirmed in writing by METPRO in order to be legally effective. The contract shall only be concluded upon METPRO's written order confirmation and in accordance with its content or by delivery or performance. METPRO is entitled to engage third parties for the performance of the contract. Notwithstanding the foregoing, in the case of orders for merchandise, acceptance of the order shall be deemed to have been given by the call-offs and settlement of invoices.
2.3. All agreements made between METPRO and the buyer in connection with the purchase, work or service contracts are set out in writing in the purchase, work or service contract, these terms and conditions and the seller's order confirmation.
2.4. Unless METPRO's employees are entitled to a corresponding power of representation by operation of law, they are not authorised to make verbal subsidiary agreements or to give verbal assurances. Such agreements must be confirmed in writing to be effective.
2.5. a) With regard to deviations in dimensions or weight, the "Provisions of the GKV Testing and Evaluation Clauses for Polyethylene Films and Products Made from Them" of the Association of Packaging and Packaging Films in the GKV, as amended from time to time, deposited with the Federal Institute for Materials Testing in Berlin, shall apply insofar as no specific tolerances have been agreed in individual cases.
b) Samples provided by us shall be deemed to be sample pieces for the quality, material and properties of a product. Our end products may deviate insignificantly from these. Information provided by us regarding dimensions, properties and intended use of the products are, unless they have become part of the contract in writing, non-binding and do not constitute guaranteed properties.
c) Subject to special instructions of the client, the execution shall be carried out with materials customary in the industry and according to the usual and known manufacturing processes. For all plastic products, we reserve the right to quality variations in accordance with the state of the art and customary in the trade.
d) The client must expressly point out the use of the packaging for foodstuffs. If he fails to do so, he may not assert any claims for defects in this respect.
e) Recycled raw materials or degradable foils may show slight variations in condition, colour, purity, odour and physical properties from batch to batch. Such deviations do not entitle the client to a notice of defects.
f) We reserve the right to over- or under-deliver to the extent of 10% and 15% for materials that are not in the standard range. The client will be invoiced for the actual delivery quantity. A subsequent delivery of the difference in quantity in the case of under-delivery cannot be demanded; likewise a return of the difference in quantity in the case of over-delivery.
3. Copyright, reservation of right of modification
3.1. Specifications, weights, illustrations, drawings, samples, models, data and other documents that are part of METPRO's non-binding offers remain the property of METPRO and are only approximate and do not constitute warranted characteristics unless they have been expressly designated as binding by METPRO. METPRO reserves the right to make changes to the design and shape of the subject matter of the contract during the delivery period, provided that the subject matter of the contract and its appearance do not undergo any unacceptable changes for the customer as a result. All specifications of quantities, dimensions, colours and weights are subject to the tolerances customary in the trade.
3.2. METPRO reserves the property rights and copyrights to illustrations, drawings, calculations, samples, models, data and other documents. These may not be reproduced or made available to third parties without written permission.
3.3. METPRO is entitled to make changes and improvements to products and services, but this does not create an obligation to make such changes.
4. Terms of payment
4.1. METPRO shall charge the prices agreed upon at the time of the conclusion of the contract, which are based on the cost factors applicable at that time. If these cost factors (in particular material, wages, energy, freight, duties, etc.) change between the conclusion of the contract and the agreed delivery time, METPRO shall be entitled to adjust the price accordingly. If the customer is not a merchant or if the contract does not belong to the operation of his trade, this shall only apply if there are more than 4 months between the conclusion of the contract and the agreed delivery time. All net prices are subject to the statutory value added tax applicable at the time of delivery.
4.2. If the agreed delivery or production time exceeds the period of four months from the conclusion of the contract or if the delivery or production is delayed beyond four months from the conclusion of the contract for reasons for which the purchaser is solely responsible or which fall solely within the purchaser's sphere of risk, METPRO shall be entitled to charge the price valid on the day of delivery or production. If the price increase amounts to more than 5 % of the invoiced purchase price or remuneration for work, the customer shall be entitled to withdraw from the contract. This right of withdrawal shall lapse if the customer does not exercise it within a period of two weeks, beginning with the date of notification of the new price.
4.3. Orders for which fixed prices have not been expressly agreed shall be invoiced at the list prices valid on the day of delivery (daily price), plus packaging and shipping costs, such as in particular transport insurance, customs costs and value added tax at the respective statutory rate.
4.4. Unless otherwise agreed in writing with the Purchaser, the remuneration, the purchase price or the remuneration for work (without deduction) shall be due for payment immediately upon receipt of the invoice by the Purchaser.
4.5. The customer shall be in default even without a reminder from METPRO if it fails to pay the purchase price within 30 days after the due date and receipt of the invoice or an equivalent payment schedule. If the customer defaults on a payment, METPRO shall be entitled to charge interest at a rate of 5 percentage points above the base interest rate as of the relevant date if the customer is a natural person who enters into a legal transaction for a purpose that can be attributed neither to his commercial nor to his independent professional activity (consumer), otherwise 8 percentage points above the base interest rate. METPRO reserves the right to prove higher damages.
4.6. The customer shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognised by METPRO or are undisputed. The customer shall only be entitled to exercise a right of retention if its counterclaim is based on the same purchase, work or service contract.
5. Default of payment, deterioration of assets, deferment of payment
5.1. If the client defaults on a payment or if METPRO receives unsatisfactory information about the client's solvency or financial situation, METPRO may suspend further work on current orders until full advance payment or a corresponding security deposit has been made. If such advance payment or security is not provided within a reasonable period of time, METPRO shall be entitled to terminate the contract and charge the client for the costs incurred to date, including lost profits.
5.2. If partial payment has been agreed, the entire remaining amount shall become due for immediate payment as soon as the client is in default with 2 instalments in whole or in part.
6. Delivery and performance time
6.1. Delivery dates, production dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information. Subsequent requests for changes or additions by the client shall extend the delivery time appropriately.
6.2. If METPRO culpably fails to meet an expressly agreed deadline or is in default for other reasons, the customer shall grant METPRO a reasonable grace period, starting from the date of receipt of the written notice of default by METPRO or, in the case of a calendar deadline, from the date of receipt of the written notice of default. If this grace period expires without results, the customer shall be entitled to withdraw from the contract.
6.3. METPRO shall be liable in accordance with the statutory provisions, subject to the following limitations, if the contract is a transaction for delivery by a fixed date or if the customer is entitled to invoke the cessation of its interest in the performance of the contract as a consequence of the delay in delivery for which METPRO is responsible.
6.4. In the event of a delay in delivery, METPRO shall be liable to the customer in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of duty for which METPRO is responsible. METPRO shall be held liable for any fault on the part of its representatives or vicarious agents. If the delay in delivery is not due to an intentional or grossly negligent breach of contract for which METPRO is responsible, METPRO's liability shall be limited to the foreseeable, typically occurring damage.
6.5. If the delay in delivery or manufacture for which METPRO is responsible is due to the culpable breach of a material contractual obligation, METPRO shall be liable in accordance with the statutory provisions, whereby its liability shall be limited to the foreseeable, typically occurring damage.
6.6. The purchaser's further statutory claims and rights due to a delay in delivery or manufacture by METPRO shall remain unaffected.
6.7. METPRO is entitled to make partial deliveries and render partial services at any time, provided that this is reasonable for the customer.
7. Transfer of risk - shipping/packaging
7.1. Loading and shipment shall be uninsured and at the risk of the customer. METPRO shall endeavour to take into account the customer's wishes and interests with regard to the type and route of shipment; any additional costs incurred as a result - even in the case of agreed freight-free delivery - shall be borne by the customer.
7.2. If shipment or manufacture is delayed at the request of or due to the fault of the customer, METPRO shall store the goods at the expense and risk of the customer. In this case, notification of readiness for shipment shall be deemed equivalent to shipment.
8. Claims for defects
METPRO warrants against defects in quality and title of the delivery to the exclusion of any further claims - subject to the provisions of section 9 of these terms and conditions - as follows:
8.1. All parts that prove to be defective as a result of circumstances prior to the transfer of risk shall be repaired or replaced free of charge at METPRO's discretion. METPRO must be notified immediately in writing of the discovery of such defects. Replaced parts become the property of METPRO.
8.2. After consultation with METPRO, the customer shall give METPRO the necessary time and opportunity to carry out all repairs and replacement deliveries that METPRO deems necessary; otherwise METPRO shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionate damage, in which case METPRO must be notified immediately, the customer has the right to remedy the defect itself or have it remedied by third parties or to demand reimbursement of the necessary expenses from METPRO.
8.3. Of the costs arising from the repair or replacement delivery, METPRO shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified. METPRO shall also bear the costs of removal and installation as well as the costs of any necessary deployment of the necessary fitters and assistants, including travel expenses, provided this does not result in a disproportionate burden for METPRO.
8.4. Within the scope of the statutory provisions, the customer shall have the right to withdraw from the contract if METPRO - taking into account the statutory exceptions - should allow a reasonable deadline set by the customer for METPRO to remedy the defect or deliver a replacement due to a material defect to expire fruitlessly. If the defect is insignificant, the customer shall only be entitled to a reduction of the contract price. The right to a reduction of the contract price shall be excluded in all other cases. Further claims shall be determined in accordance with clause 9 of these terms and conditions.
8.5. METPRO's warranty is excluded in the following cases: for damage to the delivery item due to unsuitable or improper use; faulty assembly or commissioning by the customer and third parties; natural wear and tear; faulty or negligent handling by the customer; improper maintenance; use of unsuitable equipment or equipment of which METPRO was not informed by the customer prior to delivery.
8.6. Should the customer or a third party engaged by the customer carry out improper repairs, METPRO shall not be liable for the resulting consequences. The same applies to any modifications to the delivery item that the customer may have made without METPRO's prior written consent.
Defects of title:
8.7. If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, METPRO shall generally procure for the customer, at the customer's expense, the right to continue using the delivery item or modify the delivery item in a manner reasonable for the customer in such a way that the infringement of property rights no longer exists.
If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, METPRO also has the right to withdraw from the contract.
In addition, METPRO shall indemnify the customer against undisputed or legally established claims of the respective property right holders.
8.8. Subject to the provisions of clause 9.2, the obligations set out in clause 9 of these terms and conditions are conclusive in the event of infringement of intellectual property rights and copyrights.
The obligations referred to in Clause 8.7 of these Conditions shall only exist if
- the customer has notified METPRO without undue delay of the alleged infringement; and
- the client reasonably assists METPRO in defending the asserted claims or METPRO in carrying out the modification measures; and
- METPRO reserves the right to all defensive measures, including out-of-court settlements; and
- the defect of title is not due to an instruction of the principal; and
- the infringement of rights was not caused by the fact that the Client modified the delivery item on its own authority or used it in a manner not in accordance with the contract.
9.1. If the delivery item cannot be used by the customer in accordance with the contract due to the fault of METPRO as a result of omitted or faulty execution of suggestions and advice given before or after conclusion of the contract or due to the breach of other contractual collateral obligations - in particular instructions for operation and maintenance of the item - the provisions of sections 8 and 9.2 of these terms and conditions shall apply mutatis mutandis to the exclusion of further claims of the customer.
9.2. METPRO shall only be liable - on whatever legal grounds - for damage that has not occurred to the delivery item itself, as follows
a) in the case of intent
b) in the event of gross negligence on the part of the owner/ corporate bodies or executive employees
c) in the event of culpable injury to life, body, health
d) in the case of defects which METPRO fraudulently concealed or the absence of which we should have guaranteed,
e) in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.
In the event of culpable breach of material contractual obligations, METPRO shall also be liable for gross negligence of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract.
Any further claims are excluded.
10. Statute of limitations
All claims of the customer against METPRO - irrespective of the legal grounds - shall become statute-barred after 12 months. The limitation period shall commence from the passing of risk pursuant to clauses 6 and 7 of these terms and conditions.
This limitation period of 1 year does not apply in the following cases:
a) the client is a natural person who concludes a legal transaction for the purpose that cannot be attributed to his commercial or independent professional activity (consumer), then the limitation period shall be two years if it concerns a new movable item or if it concerns the delivery of a movable item to be newly manufactured or produced, and one year in the case of used items.
b) The defect exists in a building, in an object which has been used for a building in accordance with its customary use and has caused its defectiveness or in a work whose performance consists in the provision of planning or supervisory services for this, then the statutory limitation periods shall apply.
The limitation period shall commence from the passing of risk in accordance with clauses 6 and 7 of these terms and conditions.
11. Retention of title
11.1. The delivered goods remain the property of METPRO until full payment of all claims arising from the business relationship, in particular also until all bills of exchange given in payment have been honoured. This also applies in case of processing of goods, which is always carried out for METPRO as manufacturer (§ 950 BGB). In the event of processing, combining and mixing with other goods, METPRO shall be entitled to co-ownership in proportion to the invoice value of METPRO's goods to these other goods at the time of processing, combining or mixing.
11.2. The customer may only sell the reserved goods in the ordinary course of business and only as long as he is not in default of payment. He is not entitled to dispose of the reserved goods in any other way (e.g. transfer by way of security, pledging). Any purchase price or wage claims of the customer arising from the resale of the goods subject to retention of title are hereby assigned to METPRO in the amount of the invoice value until all claims of METPRO, including bills of exchange, have been settled. The customer is revocably entitled to collect these claims.
11.3. In the event of default in payment, imminent suspension of payments, unsatisfactory information about the customer's solvency or financial situation, or in the event of foreclosure or bill protests against the customer, METPRO is authorised to take possession of the goods subject to retention of title and to realise them. The customer is obliged to surrender the goods. All costs of taking back and realising the goods shall be borne by the customer.
11.4. The buyer shall immediately notify METPRO in writing of any access by third parties, in particular of enforcement measures as well as other impairments of its property. The buyer shall compensate METPRO for all damages and costs arising from a breach of this obligation and from necessary intervention measures against access by third parties.
12. Data privacy
12.1. METPRO complies with the statutory provisions on data protection. The customer agrees that the information from the contract may be stored and further processed as well as passed on within the company, insofar as this is necessary for the execution of the contractual relationship, as well as for operational and statistical evaluations.
12.2. The customer agrees that METPRO may obtain a credit check from the relevant credit agencies and transmit to them data relating to a transaction that is not in accordance with the contract. The customer's interests worthy of protection will not be impaired or violated by this.
13. Place of performance, place of jurisdiction
13.1. The place of performance for all payments of the customer as well as for all deliveries and services of METPRO shall be the location of METPRO's principal place of business, currently 04838 Jesewitz.
13.2. If the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the place of jurisdiction shall be the place of METPRO's principal place of business, currently Leipzig. The right to bring an action against the customer at the place of his general place of jurisdiction remains unaffected.
14. Final Provisions, Applicable Law
14.1. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.
14.2. The customer is not entitled to assign claims arising from the purchase contract or contract for work and services without METPRO's consent.
14.3. Should any provision of these General Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of these General Terms and Conditions.