Managing director: John Hendrikx 

Registered at Amtsgericht Düren HRB 7650

VAT Nr. DE314844037 Finanzamt Jülich, Germany

General terms & conditions for the supply of packaging materials and machines 

for commercial transactions between businesses

Article I: General provisions

1. Legal relations between Supplier and Purchaser in in connection with the supply of packaging materials and/or machines, either with the Supplier acting as agent between Producer and Purchaser or as Selling party, shall be solely governed by these General Conditions. The Purchaser’s general terms and conditions shall apply only if expressly accepted by the Supplier in writing. The scope of delivery shall be determined by the congruent mutual written declarations.
2. The Supplier herewith reserves any industrial property rights and/or copyrights pertaining to its calculations, drawings, documents and other files, which are shared with the Purchaser (hereinafter referred to as “Documents”). The Documents shall not be made accessible to third parties without the Supplier’s prior consent and shall, upon request, be returned without delay to the Supplier if the contract is not awarder to the Supplier.
3. Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.

Article II: Prices, Terms of Payment and Set-off

1. If the Supplier acts as Agent for a Producer, any offer of materials and mentioning of prices is indicative only and needs confirmation by the Producer in writing to become valid. Any offer must clearly state the delivery terms (exworks Producer, FOB port of producer, CIF port in Europe, ex stock in Europe, duties paid, delivered to Purchaser or any other condition as agreed with Purchaser), validity of the offer (unless explicitly stated, any offer is valid for three (3) working days), price per unit, size of packaging and quantity offered as well as payment term. If no payment term is stated, 100% prepayment before loading at Producer’s plant or at stock in Europe is agreed.
2. Cost for international money transfer are at the expense of Purchaser. The agreed price and total amount of any order needs to be credited to the named bank account in full, after any deductions by international or national banks.
3. No discounts for quick payment nor any other deductions can be made from the amount due without written consent by the Issuer of invoice.
4. Set-off of claims against the Supplier or Producer are only acceptable if the Claim is undisputable and accepted by the Supplier or Producer in writing. 

Article III: Retention of Title

1. The items pertaining to the Supplies (“Retained Goods”) shall remain the Supplier’s property until each and every claim the Supplier has against the Purchaser on account of the business relationship has been fulfilled. 
2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security and resale shall be possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.
3. Should the Purchaser resell Retained Goods, it assigns to the Supplier already today all claims it will have against customers out of the resale, including any collateral rights and all balance claims as security, without any subsequent declarations to this effect being necessary. If the Retained Goods are sold on together with other items and no individual price has been agreed with respect to the Retained Goods, Purchaser shall assign to the Supplier such fraction of the total price claim as it is attributable to the price of the Retained Goods invoiced by the Supplier.
4. Until further notice, Purchaser may collect assigned claims relating to Resale. Supplier is entitled to withdraw Purchaser’s permission to collect funds for good reason, including but not limited to delayed payment, suspension of payments or start of insolvency proceedings. Supplier may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand that Purchaser informs its customers of the assignment.
5. Where the Purchaser fails to fulfill its duties, fails to make payment due or otherwise violates its obligations the Supplier shall be entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by the Supplier. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless the Supplier so expressly declares.

Article IV: Time for Supplies, Delay

1. Times set for Supplies shall be binding only if all Documents to be furnished by the Purchaser are received in time and if agreed terms of payment and other obligations of the Purchaser are fulfilled. 
2. Time of Supplies shall be extended if
   1. Force majeure, such as severe Plant Disruptions, Strike, Acts of War, terror attacks, extreme weather conditions, loss of vessel
   2. Virus attacks or other attacks on IT-systems, leading to loss of necessary data and causing delay of supply
   3. Hindrances, attributable to German, EU, international trade law, including unforeseen delays at customs and borders
   4. Unforeseeable plant disruptions, change of shipping routes or other significant delays beyond control of Supplier
   5. Other unforeseen, unmanageable delays of supply beyond the reach of Supplier and Producer, despite proper business processes and care.
   6. If the Supplier is responsible for the Delay of Supply, Supplier has the right to seek remedy within a reasonable period of time. If an agreeable remedy cannot be identified, the Purchaser has the right to cancel the contract and in case of payment before delivery, obtain the paid amount back within two weeks after cancellation. Any damage as a result of the Delay of Supply needs clear demonstration of external cost incurred (cost incurred by the Purchaser within his own organization are explicitly excluded) and will be compensated only if Delay is longer than four (4) weeks in comparison to the last confirmed delivery date by the Supplier. Maximum compensation for Delay of Supply is capped by 0,5% of Value of Delayed Supply for each week, starting with week 5 after Delivery Date agreed and capped by 5% of Value of Delayed Supply in total. Any Claims for damages related to Delay of Supply beyond the maximum amount due are at the expense of Purchaser. 

Article V: Passing of Risk

1. Even when the economic ownership of Goods is still with the Supplier, e.g. if goods have not been paid in full yet, the risk shall pass to the Purchaser at the moment the Purchaser accepts the goods and signs for reception. The Purchaser shall ensure appropriate storage conditions (fire protection, theft prevention, climate impact, …) and insure the goods against damages and loss. 

Artivle VI: Defects in delivered goods

1. The Purchaser shall not refuse to accept goods due to minor defects.
2. Defects shall be, at the Supplier’s discretion, repaired, replaced or supplied again free of charge, provided that the defect already existed at the time when the Risk passed from Supplier to Purchaser. Any claim for defects shall be made immediately upon reception of the goods and documented by pictures. Supplier shall provide remedy within a reasonable time frame.
3. Any claim for defects shall be sent to Supplier in writing within 14 days after reception of the goods.
4. If payments of defected goods are withheld by the Purchaser, the maximum amount withheld must not exceed the invoiced value of the claimed goods, both in quantity and value. If the defected goods are part of a larger delivery, the remaining goods shall be paid in time as invoiced, also if full arrangements for the defected goods are still being discussed and have not been agreed yet.
5. Claims of defects can be made with a maximum of the value of the defected goods invoiced. Additional cost can be claimed only, if they are external (cost incurred by the Purchaser within his own organization are explicitly excluded), agreed with the Supplier and could not be avoided or reduced. Purchaser cannot choose his own remedy and claim the cost to Supplier without written consent. 

Article VII: Industrial property rights

1. Supplier ensures that any company name of a producer, brand name, product name, product code or otherwise mentioning, promotion and sale of products is agreed with the owner of industrial property rights. Any document from a third party, that is sent and distributed by the Supplier is distributed in agreement with the owner of the document.
2. In case any other third party should claim any misconduct concerning industrial property rights, Purchaser shall inform Supplier immediately. Supplier is obliged to clarify such claims without delay and in cooperation with the represented Producers.

Article VIII: Conditional performance

1. The performance of this contract is conditional upon that no hindrances attributable to German, EU or international trade rules exist.
2. Purchaser shall provide any required documents and information concerning export, import, transport and fiscal authorities as needed to execute the contract. Failure to do so results in cancellation of the contract without any reimbursement in relation with damages or otherwise to Purchaser.

Article IX: Impossibility of performance

1. Supplier shall not be held responsible and there will be no claims to Supplier whatsoever if Supplier is, by no reasonable influence from the side of Supplier, not capable of honoring the contract within the given time limits. This incorporates, but is not limited to
   1. Force Majeure: Severe plant disruptions, strike, extreme weather, severe transport disruptions, strike, acts of war, …
   2. Unforeseen lack of availability for raw materials, machine break-down, severe and unforeseen illness of key people in the value chain or any other reason, beyond the influence of Supplier, to provide ordered materials in full in time.
   3. Unforeseeable plant disruptions, change of shipping routes or other significant delays beyond control of Supplier
   4. Severe changes in financial arrangements, like bankruptcy of any member of the value chain, financing partners, severe illness or death of owners or members of the Board of business partners.

Article X: Venue and Applicable law

1. Sole venue for all disputes is the Supplier’s place of business unless specifically agreed in writing and signed by the Supplier.
2. Any business contract and interpretation thereof shall be governed by German Law.

Article XI: Severability Clause

1. The legal invalidity of one or more provisions in these Terms & Conditions or in any written agreement with the Supplier affects in no way the remaining provisions in these Terms & Conditions.
2. Any change of conditions or agreement, deviating from the above clauses need agreement in writing and the Supplier’s signature.

Bizzypack GmbH

Titz

May 2019

I. Scope of Application

These general terms and conditions of purchase (hereinafter referred to as “PURCHASE CONDITIONS”) apply to all deliveries of products, works, and services (hereinafter referred to as “DELIVERY ITEM”) that Bizzypack GmbH (hereinafter referred to as “Bizzypack”) procures from a supplier (hereinafter referred to as “SUPPLIER”). They also apply to the initiation of contracts or business contacts.

General terms and conditions of the SUPPLIER do not apply, even if BIZZYPACK does not expressly object to them or accepts or pays for the DELIVERY ITEM without reservation despite being aware of them.

II. Conclusion of Contract and Contractual Amendments

In the absence of an agreement regarding the conclusion of a contract via electronic data exchange, orders and order confirmations from BIZZYPACK are only binding if issued in writing. Amendments and supplements to agreements made, as well as collateral agreements, require written form to be effective; this also applies to waiving the written form requirement.

The SUPPLIER shall state the order number and date of the order in its confirmation of orders and accompanying correspondence. In the event of an offer deviating from the order, the SUPPLIER must clearly mark the deviations. Only deviations confirmed by BIZZYPACK will be recognized, accepted, and paid for by BIZZYPACK.

Unless expressly stated otherwise therein, cost estimates by the SUPPLIER are not to be remunerated.

III. Delivery; Deadlines

Unless otherwise specified in the individual contract, the SUPPLIER shall deliver the DELIVERY ITEMS DAP in accordance with ICC Incoterms® 2020 to the shipping address specified by BIZZYPACK. If no shipping address is named in the BIZZYPACK order, the delivery address of our warehouse in 41334 Nettetal, Germany, shall apply.
Goods are to be packed in such a way that transport damage is avoided. Packaging materials are only to be used to the extent necessary to achieve this purpose.

Agreed delivery dates are binding. Compliance with them is an essential obligation of the SUPPLIER. If the SUPPLIER realizes that dates or deadlines cannot be met, it must inform BIZZYPACK immediately of the reasons and the expected duration of the delay.

Unless the SUPPLIER bears the costs, it may only ship DELIVERY ITEMS as express goods or air freight by special agreement.
For every case of a culpable exceeding of a delivery date, the SUPPLIER undertakes to pay BIZZYPACK a contractual penalty for each week of delay commenced:
Amount: 1% of the total price for the DELIVERY ITEM, up to a maximum of 5%.

The assertion of statutory claims for damages remains unaffected. The contractual penalty will be credited against such claims.
BIZZYPACK is entitled to assert the contractual penalty until the SUPPLIER’s invoice is settled, even if BIZZYPACK did not reserve this right upon acceptance of performance.

The acceptance of a late delivery or partial delivery by BIZZYPACK does not constitute a waiver of the rights to which BIZZYPACK is entitled. Partial and early deliveries are only permissible if they are reasonable for BIZZYPACK or if BIZZYPACK has agreed to them in writing.

The risk of accidental loss and accidental deterioration passes to BIZZYPACK upon handover of the item. At the request of BIZZYPACK, the SUPPLIER will take back the packaging or parts thereof at the place of performance without further remuneration.

IV. Incoming Goods Inspection

The SUPPLIER will only deliver DELIVERY ITEMS that have been fully tested and found to be in good condition and therefore waives a detailed incoming inspection at BIZZYPACK. BIZZYPACK shall inspect incoming DELIVERY ITEMS for obvious damage (especially transport damage) as well as identity and quantity deviations based on the delivery documents, as far as and as soon as this is feasible in the ordinary course of business.

Defects found during the inspection shall be reported by BIZZYPACK within ten calendar days after receipt of delivery; other defects within ten calendar days after discovery. Within these periods, the SUPPLIER waives the objection of delayed notification of defects.

V. Acceptance

If the performance to be rendered consists of a work performance or a delivery of work, formal acceptance is required. After the SUPPLIER has announced the completion of the DELIVERY ITEM and handed over the associated documents, BIZZYPACK will carry out the acceptance.
A formal acceptance protocol will be prepared. Formal acceptance only takes place once the contractor has remedied identified defects. Acceptance cannot be refused because of insignificant defects. The SUPPLIER must remedy the defects immediately, at the latest within a reasonable period set by BIZZYPACK.

A fiction of acceptance is excluded. Neither the operational handover of the performance nor payments made by BIZZYPACK constitute an acceptance. There is no entitlement to partial acceptances.

VI. Quality, Accident Prevention, Hazardous Substances

Where applicable, the SUPPLIER maintains a quality assurance system, e.g., according to DIN EN ISO 9001. BIZZYPACK is entitled to check the system after coordination. The SUPPLIER must always take the recognized rules of technology into account for the quality of the items and point out technical improvement possibilities to BIZZYPACK.

The SUPPLIER must observe accident prevention regulations and professional association rules, in particular DGUV Regulation 1. The SUPPLIER undertakes not to use any substances as defined by the Hazardous Substances Ordinance (GefStoffV) without prior written consent. If hazardous substances are delivered, the SUPPLIER must provide the EC Safety Data Sheet unsolicited before delivery.

The SUPPLIER undertakes to comply with substance bans, restrictions, and information obligations (e.g., REACH Regulation). The SUPPLIER is liable for violations and shall indemnify BIZZYPACK from third-party claims. If performance occurs on BIZZYPACK’s premises, the valid safety and environmental protection leaflet applies.

VII. Scope of Performance, Warranty, Liability for Defects

The SUPPLIER warrants that the DELIVERY ITEM possesses the contractually agreed properties and complies with the recognized rules of technology and statutory provisions (e.g., CE, DIN, ISO, VDE). This also applies to assembly or installation work. Manufacturer or conformity declarations (CE) must be provided immediately at the SUPPLIER’s expense.

All necessary documentation and operating instructions must be supplied in the legally required language versions. BIZZYPACK is entitled to integrate this documentation into its own systems. For “incomplete machines” under the EC Machinery Directive, the SUPPLIER must include a declaration of incorporation and assembly instructions.

In the event of a defect in the DELIVERY ITEM, BIZZYPACK German law applies.

After the unsuccessful expiry of a reasonable period of time set for the SUPPLIER to remedy the claim, BIZZYPACK is entitled to remedy defects itself, have them remedied by third parties, or procure replacement elsewhere, and to demand reimbursement of the necessary expenses incurred. The same applies if the SUPPLIER refuses supplementary performance.

BIZZYPACK is not entitled to these rights if the SUPPLIER rightfully refuses supplementary performance.

The SUPPLIER will endeavor to fulfill its supplementary performance obligations as quickly as possible in any case, taking its organizational circumstances into account.

In the event of a defect, the SUPPLIER must request the return of defective goods within 14 calendar days after notification of the defect. Collection of defective goods by the SUPPLIER must occur within a reasonable time frame, latest within 4 calendar weeks. If the SUPPLIER fails to do so, BIZZYPACK is entitled to dispose or destroy the defective goods at SUPPLIER’s expense. The SUPPLIER waives any claims for payment of compensation regarding such disposed goods.

BIZZYPACK shall be entitled to set off any claims arriving from defective deliveries or other breaches of contract by the SUPPLIER against any outstanding of future invoices of the SUPPLIER.

Warranty Period:
Claims for defects expire in 24 months from commissioning or first use, but no later than 36 months from delivery.

For replacement parts or repaired parts, the warranty period begins anew.

VIII. Samples, Drawings, and Models

DELIVERY ITEMS manufactured according to BIZZYPACK’s specifications may only be delivered to BIZZYPACK. BIZZYPACK reserves all ownership and industrial property rights to samples, drawings, and models provided. These must be stored separately from third-party items and returned immediately upon request or completion of the order.

IX. Indemnification from Third-Party Claims

The SUPPLIER warrants that the DELIVERY ITEMS and their use do not infringe on any third-party property rights (patents, copyrights, etc.). The SUPPLIER shall indemnify BIZZYPACK against all third-party claims resulting from property right infringements or product liability (injury to life, limb, health, or property). This includes all legal and litigation costs.

X. Confidentiality

The SUPPLIER is obliged to keep all technical and commercial information received from BIZZYPACK confidential. This information may not be used for other purposes, commercially exploited, or passed to third parties. This obligation continues for five (5) years after the termination of the individual contract (or longer for trade secrets under the GeschGehG).

XI. Traceability

The SUPPLIER must mark DELIVERY ITEMS or take other measures to ensure that, in the event of a defect, it can immediately be determined which other deliveries could be affected. BIZZYPACK must be informed immediately if potential defects are discovered in items already delivered.

XII. Prices, Payment, and Packaging

Agreed prices are net prices plus applicable VAT. Unless otherwise agreed, the price includes all ancillary services (assembly, installation), packaging, transport, and insurance.

Payment Terms:
Within 14 days with a 3% discount (Skonto) or
within 30 days net without deduction.
Payment terms begin upon receipt of a correct invoice and full delivery/performance.
Payments do not constitute acceptance or a waiver of warranty rights.

XIII. Corporate Social Responsibility

BIZZYPACK expects SUPPLIERS to comply with key principles, including:
Respect for human rights and prohibition of child/forced labor.
Non-discrimination and compliance with health and safety.
Prohibition of bribery and corruption.

Full compliance with environmental, data protection, and export control laws.In case of violations, BIZZYPACK may refuse performance or terminate contracts without notice.

XIV. Assignment and Transfer of Obligations

The SUPPLIER may not assign claims or transfer obligations to third parties without BIZZYPACK’s written consent. BIZZYPACK may transfer its rights to affiliated companies without consent.

XV. Subcontractors

The use of subcontractors requires BIZZYPACK’s prior written consent. The SUPPLIER is liable for the conduct of its subcontractors as for its own.

XVI. Export Control and Customs

The SUPPLIER must comply with all national and international customs and foreign trade laws. It must provide BIZZYPACK with all necessary data (e.g., export list numbers, ECCN, HS code, country of origin) unsolicited before delivery.

XVII. Data Protection

The SUPPLIER undertakes to comply with all applicable data protection regulations, in particular the EU General Data Protection Regulation (GDPR).

XVIII. Jurisdiction and Applicable Law

German law applies, excluding conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is the registered office of BIZZYPACK.

XIX. Final Provisions

Advertising regarding the business relationship with BIZZYPACK is only permitted with prior consent. The SUPPLIER must maintain adequate insurance coverage. Set-off and rights of retention are only permitted for undisputed or legally established claims. Should any provision be invalid, the validity of the remaining contract remains unaffected.

Bizzypack GmbH
Fontanestraße 35
52445 Titz
Germany

Version: 01.02.2019