General Terms and Conditions (GTC)
CORPACK GMBH, ELLY-STAEGMEYR-STR. 2, 80999 MUNICH / GERMANY
1. Scope of validity
Apart from the quotation and the special conditions included in the order confirmation, the following General Business Conditions apply exclusively. Deviating conditions or opposing General Terms and Conditions of the customer are not a component of the agreement. These commercial terms & conditions apply to companies only, not end consumers.
The quotations of CORPACK are non-binding and subject to change. The customer order is only binding after written order confirmation on the part of CORPACK.
If the customer purchases products for export, he alone is responsible for the guarantee of delivery to the foreign customs territory and the local use of the products.
4. Transfer of risk, delivery
The goods are delivered on the account of and at the risk of the customer. If the goods are forwarded to the customer at his demand, then the risk of accidental loss and accidental deterioration of the goods is transferred to the customer with the delivery of the goods to the carrier; if CORPACK delivers itself, the place of delivery is effectively the point of departure from the factory or warehouse. If the goods are specific (pursuant to Article 243 II of the German Civil Code) and ready for shipment and if the shipment is delayed for reasons not attributable to CORPACK, then the risk is transferred to the customer as soon as CORPACK has notified delivery readiness.
Transportation insurance is only concluded upon the instructions of the customer and only at the customer‘s expense.
5. Delivery; default of acceptance
A release order by the customer must take place with reasonable consideration of manufacturing and delivery time required for the goods. Insofar as subsequent changes affect the contract delivery time, they should be extended in a reasonable way. This also applies if the observance of the delivery times are not in conflict with force majeure, strikes or other circumstances for which CORPACK is not responsible.
6. Intellectual property; proprietary rights of third parties
6.1. All rights on the drafts, sketches, plans, tools, forms, patterns etc., especially registered design patents and copyrights produced by CORPACK itself belong exclusively to CORPACK. These objects are the sole property of CORPACK, even if the customer has assumed the development or acquisition costs.
6.2. The customer has the right to provide and market the goods produced by CORPACK with its company name, trademark or logo. The customer bears the sole guarantee that no third party rights are violated with the goods marked with the trademark, logo etc. in the respective distribution area. The customer releases CORPACK from all claims of third parties against CORPACK which are raised because of the violation of such rights, including the judicial and extra-judicial costs.
6.3. If forms, measurements or the colouration of the contractual goods are carried out upon the instructions of the customer, then the customer is liable that no third party rights, especially not in originator, trademark, registered design, design patent or other rights, are thereby infringed. The customer releases CORPACK from all claims of third parties which are raised because of violation of such rights against CORPACK, including the judicial and extra-judicial costs.
7. Deficiency warranty
7.1. The customer must make a claim in writing against the delivered goods within 15 days after receipt of the goods with precise description of the defects, returns without prior announcement in writing will not be accepted. Concealed deficiencies must be claimed without delay after their discovery. If the customer neglects this period for claims, any guarantee entitlements are precluded. Articles 377 and 378 of the German Commercial Code remain unaffected from this.
7.2. Damage compensation claims which results from the delivery of defective goods, especially claims for the replacement of consequential damages caused by defects, are precluded insofar as CORPACK, their representatives or agents are not charged with intention or gross negligence. Damage compensation claims due to violation of life, limb, or health remain unaffected from liability by this exemption.
Other damage compensation claims which do not already fall under Position 7.2. are precluded insofar as CORPACK, their representatives or agents are not charged with intention or gross negligence. Damage compensation claims due to violation of life, limb, or health remain unaffected from liability by this exemption.
9. Reservation of ownership
9.1. The delivered goods remain the property of CORPACK up to the complete payment of the purchase price. The customer is obligated to treat the purchased item properly and carefully as long as the property has not yet been transferred to him. The customer is especially obligated to insure the purchased item in sufficient measure at his own expense against theft, fire, water, transport damages and other damages. As long as the property is not yet transferred, the customer has to notify CORPACK in writing without delay if the delivered goods are seized or exposed to other interventions.
9.2. The customer is authorised to resell the goods subject to retention of title in normal business transactions. The customer assigns his purchase price claim from the resale of the goods to CORPACK subject to retention of title. CORPACK is obligated to release this security at the request of the customer insofar as the security exceeds the value of the claims to be secured by more than 20%. Upon demand by CORPACK, the customer has to reveal the buyer of the goods subject to retention of title and to provide CORPACK with all the information and materials necessary for the assertion of claims.
9.3. If the goods are not resold, but are rather lost or have deteriorated in value, then the customer assigns his due claims from insurance benefit and compensation for damages to CORPACK. Upon request by CORPACK, the customer must reveal the insurer or the tortfeasor and provide CORPACK with all information about the claims and material necessary for the assertion of claims.
10. Contractual exclusion of set-off
Offsetting of accounts from the customer’s side can only be considered or allowed for undisputed, maturing, and/or legally binding receivables.
11. Applicable laws, place of performance, legal venue; written form clause
11.1. The laws of the Federal Republic of Germany apply. The application of UN Law Relating to the Sale of goods (CISG) is precluded.
11.2. Insofar as the customer is a businessman, the parties agree that the place of performance and legal venue will be the place of business of CORPACK. CORPACK is however also free to take legal action at the location of the customer.
11.3. A suspension, change or supplement of these GTC requires the written form to be valid. Any amendment to this written form clause must also be made in writing.