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A – Range of validity. All deliveries, services and offers of APV Germany GmbH are exclusively caused by these terms and conditions. These apply after access also to future business relations, also if they shall not explicit arranged once again. Deviated agreements of these terms and conditions need the writing form. An inclusion of general terms and conditions of the business partner, no matter out of which legal reason hereby is contradicted.
As far as the parties entitled to vote with respect to the applied law, it applies excluding the law of the German Federal Republic.
B – Offers and confirmation of orders. The offers and specifications contained in folders and advertisements are noncommittal and not binding, also concerning the quotations. They do not represent a condition or a durability warranty.
Except in the case of direct invoice placing respectively supply, which is equate to the written acknowledgement, notifications of acceptance, contract modifications or contract supplements and orders must be drawn up in writing of their effectiveness.
From the customer in writing indicated and by the APV Germany GmbH confirmed contract modifications or contract supplements entitle the APV Germany GmbH to a one-sided adjustment of the thereby touched contract conditions.
C – Deliveries. Before or during placing of order specified times for delivery become effective only if the APV Germany GmbH acknowledges these in writing. The agreed time for delivery starts with the contract conclusion. As far as the client is, according to these terms and conditions, according to the single contract or the legal regulations, obligated to the publication of quantities, dimensions, qualities or quality requirements, the time for delivery begins when these specifications have been transmitted at APV Germany GmbH. Orders or on call placed orders must be recalled in time, at the latest three weeks before delivery or service in writing.
The time for delivery is considered as kept, if the APV Germany GmbH dispatched the delivery on the last day of the agreed period.
In case of later order alteration by the customer the APV Germany GmbH is no longer bound to the delivery time upon agreed with contract conclusion. If a new time for delivery cannot be agreed with the customer, both parties are justified to quit the contractual relation corresponding to the §§ 643, 649 of BGB.
Delivery and service delays due to higher force and due to events, which makes APV Germany GmbH the delivery or service more difficult or impossible - for this count in particular strike, lockouts, official arrangements, out or import bans, general shortage of raw or fuel, traffic obstructions – the APV Germany GmbH does not have to represent these reasons, also if times or deadlines for delivery are obligatorily agreed. Such obstacles in service and delivery will entitle the APV Germany GmbH to require from the customer an extension of the time for delivery or service around the duration of the obstacle plus an appropriate starting time.
If a time for delivery or service as obligatory agreed with the APV Germany GmbH is not kept, then the customer is entitled to set to the APV Germany GmbH an appropriate extension in writing to contribute the service or delivery. Usually the period is to amount to at least two weeks, unless exceptional circumstances requires a reduction or reasons of the § 323 II BGB are present. After unsuccessful expiration of this extension the customer can withdraw from the contract.
The APV Germany GmbH is entitled to part shipments and part services at any time.
D – Transfer of risk – Transport. The delivery takes place also on danger of the customer if the APV Germany GmbH carries the transportation expenses totally or partly. It is valid in the same way, when the shipment will carry out by the APV Germany GmbH or by their assistants or executing aides, unless roughly negligently or deliberately one concerns.
The APV Germany GmbH is entitled at any time to transfer the shipment or the execution of the delivery to a third party company. If the APV Germany GmbH makes use of this right, the danger turns into the responsibility of the customer, as soon as the goods are transferred correctly to third party or left working area of the APV Germany GmbH for shipment purposes.
If a collecting debt is agreed or if the transport without being to blame for the APV Germany GmbH becomes impossible, the danger with supply of the goods and message of readiness turns into the responsibility of the customer.
E – Guarantee
E1 – Packaging. The APV Germany GmbH provides a correct and branch normal packing, but is responsible in the case of the offence for rough negligence and intention only.
E2 – Tolerances. In the case of all deliveries the APV Germany GmbH is entitled to the right of the following tolerances:
Substance (grams/m²): Uncoated papers +/- 7%. Coated papers +/- 9%.
Dimensions: Width +/- 5 mm. Diameter + 2.5 cm/- 8 cm.
E3 – Material & execution. The contractual obligation of the APV Germany GmbH is limited to the delivery of materials of middle type and quality. Reproofs for defect referring to the behaviour of packaging in opposite to the filling material and vice versa can be only raised, if the customer and the APV Germany GmbH agree expressly on special characteristics of packaging or filling material.
E4 – Requirements for lack. With processed-out orders the APV Germany GmbH takes over the guarantee for its factory service only, not for the customer-laterally delivered material. As far as the work executed by the APV Germany GmbH is defective, the legal liability is limited to the height of the executed and by 1000 kg charged waged labour. Continuous claims, in particular on compensation for damages in order to consequential damages, are out of the question so far the APV Germany GmbH did not act on purpose.
The lack of a section of a delivery or a service cannot lead to the objection of the whole delivery or service, if a separation from faultless and defective goods with reasonable means is possible. In these cases can - after the APV Germany GmbH did two unsuccessful reworks - reduction only and, if the goods for the customer are objectively worthless, change are made valid. A claim to compensation for damages is impossible; so far the APV Germany GmbH caused the fault of service or delivery roughly negligently or intentionally.
The APV Germany GmbH is to be given opportunity to visit on the spot those as defective reproved goods under reasonable conditions and determine the fault.
Faults of the service or delivery are immediately to reprove toward the APV Germany GmbH in writing, however at the latest five days after the arrival of the service or delivery at the destination. Inherent vices, which cannot be discovered with careful inspection within this period, are immediately to reprove toward the APV Germany GmbH after discovery.
Not proper storage by the customer excludes any warranty claim or claim for damages. The customer bears the burden of proof for the proper storage.
E5 – Limitation of liability. Relevant claims for damages of the customer are out of the question, unless the APV Germany GmbH did not act roughly negligently or deliberately.
Claims for damages equal from which argument, are - except into under the paragraphs A to A4 expressly specified cases - both against the APV Germany GmbH and their assistants or executing aides impossible, as far as roughly negligent or deliberate behaviour is not present. The paragraph A does not apply to the case of the violation of lives, the body or the health.
The customer bears deviating from § 280 BGB the burden of proof for the fact that the APV Germany GmbH did act roughly negligently or deliberately.
F – Reservation of ownership – Right of lien. The finished or manufactured goods according to the order or separable parts of this goods is up to the payment of all existing and future receivables from the business relation between the parties and up to the payment of a any balance resulting in charge to the customer from current invoice - with the devotion and acceptance of cheques or changes up to the credit note on the account - in the ownership of the APV Germany GmbH.
Unusual orders such as mortgage, transfer of ownership by way of security or protection transfer etc. are admissible with the agreement of the APV Germany GmbH only. The customer has to inform the APV Germany GmbH before any third party accesses to the goods which are still in their property.
The company acquires a contractual right of lien at all articles and goods, which will leave it in the course of the received orders or job execution of the customer.
If the customer does not comply his payment liabilities, the APV Germany GmbH is entitled - after previous menace - to be used the pledge property by auction or free-handled sales and be satisfied with respect to all costs and the secured debt.
G – Prices, payment & payment guarantees.
G1 – Prices. The prices specified in the order confirmation of the APV Germany GmbH apply plus value added tax in the respective legal height.
As far as nothing different one is agreed upon, the quotations of the APV Germany GmbH understand themselves net ex works by exclusion of shipping and freight charges.
If the goods are charged depend on weight, then the calculation is based on the gross weight if wrapping paper will be used.
G2 – Payment. Invoices are immediately net cash payable. Deviating agreements can be individual between the customer and the APV Germany GmbH. These must be taken up expressly to the order confirmation. All customers of the APV Germany GmbH are announced to a credit insurance. If a refusal of the insurance should occur, the delivery of the goods is possible only against prepayment.
The APV Germany GmbH is entitled to set off arriving payments at first to former expenses and interest and only after that against the principal claim, also in the case of different phrased regulations of the customer. If the customer does not act as a merchant or otherwise in practice of a commercial activity, a deviating setting off according to § 497 section 3 BGB is allowed.
Payments are considered as effected only if the amount is available for APV Germany GmbH. In the case for the payment by cheque, which are assumed in each case in payment of a debt only, payments apply only as effected if the cheque took place redeemed and the credit note. A payment by changes requires special agreement. The customer has to bear interest and costs of the discounting or the collection of changes or cheques and settle immediately in cash.
Get the customer into delay with payments, the APV Germany GmbH is entitled to calculate interest at a value of 8 per cent points over the valid base interest from the concerning moment.
Become the company circumstances admits, who question the credit-worthiness of the customer, in particular cheques are not redeemed or back loaded or stop the customer its payments, the APV Germany GmbH is authorized to turn the entire amount to the immediate payment due. In this case, agreements of respite or payment by instalments are groundless also without separate notice.
Neither a right to refuse payment still another right of lien from the contract are entitled to the customer. The customer is entitled to the set-off only if the debt is undisputed or validly determined.
G3 – Payment guarantees. Will the APV Germany GmbH subsequently known about circumstances, which let the credit standing of the customer appear doubtful, the APV Germany GmbH is entitled after own selection - as far as thereby their requirement for payment appears endangered – to made the further handling of the order and the delivery dependent on a pre-payment, to ask for an appropriate security or withdraw from the contract. The height of the security or pre-payment determines APV Germany GmbH according to approve discretion (§ 315 BGB).
H – Venue. If the customer is fully qualified merchant in the sense of the commercial code, legal entity of the public right or public special estate, Bramsche is exclusive area of jurisdiction for all itself from the contractual relation directly or indirectly resulting in disputes. This applies also to complaints from change or cheque. The company is entitled to justify by its selection the area of jurisdiction, also at the registered place of business or domicile of the customer.
Place of delivery for service, delivery and payment is Bramsche.
If regulations in these terms and conditions or in the context of other agreements should be or become ineffective, the effectiveness of all other regulations or agreements is not touched.
APV Germany GmbH · Am Kanal 6 · 49565 Bramsche
Ust-ID-Nr.: 204 855 151