terms and conditions

General Terms and Conditions of Versapak Europe GmbH, Dieselstr. 12, 42781 Haan, hereinafter referred to as the "Seller" in business transactions with entrepreneurs, hereinafter referred to as the "Purchaser":

I. Scope of application

1. The following General Terms and Conditions apply to all contracts concluded between the seller and the buyer.
2. Customers within the meaning of these terms and conditions can only be entrepreneurs within the meaning of Sections 310 I, 14 BGB (German Civil Code).
3. The seller does not recognize any terms and conditions of the buyer that conflict with or deviate from these general terms and conditions and hereby expressly rejects them. Any deviating general terms and conditions of the buyer, supplementary agreements and/or ancillary agreements, as well as commitments made by employees of the seller, are only valid if the management expressly agrees to them. The statutory provisions on the priority of individual agreements remain unaffected by this.

II. Offer and conclusion of contract

1. All offers made by the seller are subject to change without notice, unless otherwise stated in the order confirmation.
2. The following rules apply to orders placed via the "Versapak" online shop:
a. Prior registration
Before placing their first order in the online shop, the customer must register permanently with a customer account and provide their company and personal details. In order to exclude sales to consumers, the seller reserves the right to request proof of business status by sending the relevant documents, e.g., an extract from the commercial register or a trade license. If the customer does not comply with this request within a reasonable period of time, the seller reserves the right to cancel the respective order and permanently exclude the customer from accessing its online shop.
b. Conclusion of contracts on the Internet
The offers made by the seller in the online shop are non-binding catalog offers. After entering the information required for the order and clicking on the "Place order" button as the final step in the ordering process, the customer submits a binding order offer to purchase the respective goods. The customer has the opportunity to review their entries once more and make any necessary changes before finally clicking on the "Place order" button. To do this, they simply need to click on the "Change" link for the relevant section in the "Order overview" step of the ordering process and can then change the relevant details. The seller will confirm receipt of the order by email. This confirmation email also constitutes a binding order confirmation. If no binding acceptance of the order or delivery of the goods has taken place within 4 weeks of the order being placed, the customer is no longer bound by their offer.

III. Prices and shipping

1. The seller's prices are net within Germany plus the applicable statutory value-added tax, currently 19%, excluding shipping costs and any transport packaging costs. All prices quoted are in euros. For foreign currencies, the exchange rate on the day on which payment was made always applies.
2. The following applies to deliveries outside Germany:
The seller does not charge sales tax. The tax liability is transferred to the recipient in accordance with § 13b UstG (German Sales Tax Act).
Customs duties, consular fees, and other taxes, levies, fees, and related costs imposed by regulations outside the Federal Republic of Germany shall be borne by the customer.
3. Shipping costs are listed separately and depend on the number of packages. The prices for transport packaging, if applicable, are also listed separately. For general cargo, urgent, and express shipments, freight costs exceeding the postal rate shall be borne by the customer. Furniture, transport trolleys, etc. shall be delivered ex works. Shipping shall be at the recipient's risk.
4. The seller reserves the right to adjust prices accordingly if, after conclusion of the contract, cost reductions or cost increases occur, in particular changes in material prices. The seller shall provide evidence of this to the customer upon request.

IV. Terms of payment

1. Payments are due within 20 days of the invoice date. In the event of default, the customer shall pay the statutory default interest. In addition, a fee of €5.00 shall be payable for each reminder sent by the seller. The seller shall also be entitled to withhold any further deliveries of goods until the invoice amount has been settled.
The seller reserves the right to demand payment in advance in individual cases for good cause. Good cause shall be deemed to exist if a credit check on the customer yields negative results or if the customer has repeatedly defaulted on payments on account in the past.
2. The purchaser shall only be entitled to set-off rights, insofar as these are not counterclaims arising from the same contractual relationship, if his counterclaims are undisputed, legally established or recognised by the seller. Furthermore, rights of retention may only be exercised in commercial transactions if they are based on the same contractual relationship and a resulting undisputed or legally established counterclaim.

V. Delivery time and delay in delivery

1. The delivery times stated are approximate and are to be regarded as approximate deadlines only. In the case of agreed payments in advance, delivery will only take place after receipt of payment.
2. Fixed-price transactions require a special contractual agreement.
3. Unforeseeable and/or unavoidable circumstances beyond the Seller's control that prevent, delay, or significantly impede delivery shall release the Seller from its delivery obligation for the duration of their effect and extend the delivery period accordingly. However, the seller is obliged to inform the customer immediately of any delays that have occurred or are still to occur. The seller is then entitled to claim a grace period of six weeks. If the impairment continues after the grace period has expired, both parties may withdraw from the order.
4. If the seller is unable to deliver to the customer due to non-delivery by its own suppliers, even though it has placed matching orders with reliable suppliers, and/or due to force majeure, the seller reserves the right to withdraw from the contract. The right of withdrawal can only be effectively exercised by the seller if he immediately informs the customer of the unavailability of the goods and immediately reimburses him for any payments already made.
5. The seller is entitled to make partial deliveries. Additional shipping costs will only be incurred for subsequent deliveries if this has been expressly agreed.
6. If shipment is delayed at the request or through the fault of the purchaser, the seller shall store the goods at the expense and risk of the purchaser. In this case, notification of readiness for shipment shall be deemed equivalent to shipment.
7. In the event of non-acceptance, the seller may, after setting the purchaser a reasonable deadline for acceptance, exercise his statutory rights, in particular demand compensation in lieu of performance.

VI. Retention of title

1. The delivered goods remain the property of the seller until the purchase price has been paid in full. In the case of ongoing business relationships, the seller retains ownership of the goods (reserved goods) until all payments arising from the business relationship with the customer have been received.
2. If the buyer fails to meet their payment obligations despite a reminder setting a deadline, the seller may demand the return of the goods still in their possession without setting a further deadline. The buyer shall bear the transport costs incurred in this process. The seller's taking back of the goods subject to retention of title constitutes a withdrawal from the contract. After receiving the goods subject to retention of title back, the seller is entitled to sell them. The proceeds from the sale shall be offset against the customer's liabilities, less reasonable selling costs.
3. The purchaser must immediately notify the seller in writing of any access by third parties, in particular enforcement measures and other impairments of its ownership. The purchaser must compensate the seller for all damages and costs incurred as a result of a breach of this obligation and as a result of necessary intervention measures against access by third parties, in particular legal action pursuant to Section 771 of the German Code of Civil Procedure (ZPO).
4. The customer is entitled to resell the goods subject to retention of title in the normal course of business. However, the customer assigns to the seller the claims in the amount of the final invoice amount agreed with him (including sales tax) which accrue to him from the resale of the goods subject to retention of title against his customers or other third parties; this assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. The seller's authority to collect the claim itself remains unaffected. However, the seller will not make use of this authority as long as the customer meets its payment obligations. As soon as the customer is in default of payment or has filed for insolvency proceedings or has suspended payments, the seller may demand that all assigned claims and their debtors be disclosed to him, that the debtors be informed of the assignment by the customer, and that the customer hand over to him all documents and information necessary for collection and enforcement.
5. The seller undertakes to release the securities to which it is entitled at the request of the customer insofar as the realizable value of its securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at the discretion of the seller.

VII. Liability for material defects

1. In the case of sales based on samples, these shall be considered non-binding. Orders shall be executed in accordance with the general state of the art within the scope of the technically necessary material and process-related tolerances of standard commercial quality. We reserve the right to minor deviations in color, weight, dimensions, and fabric composition, which do not justify complaints. For custom-made products, we reserve the right to deliver up to 10% more or less than the agreed quantity. For small print runs, the cutting of the fabric may also result in additional deliveries of a few bags.

2. Printing documents, technical drawings, punching equipment, tools and printing plates, lithographs, etc. remain the property of the seller in all cases, unless they are provided by the customer.

3. Claims for material defects shall become time-barred 12 months after the transfer of risk.

4. If the transaction is a commercial transaction for both parties, the purchaser must comply with the obligations of § 377 HGB (German Commercial Code), i.e. inspect the goods immediately after delivery by the seller, insofar as this is feasible in the ordinary course of business, and notify the seller immediately if a defect is found. If notification is omitted or delayed, i.e., not made immediately, the goods shall be deemed to have been approved. Hidden defects must be reported immediately after their discovery, otherwise they shall also be deemed to have been approved if notification is omitted or delayed.

5. If the purchased item is defective, the seller is entitled, at its discretion, to remedy the defect by repairing the item or delivering a defect-free item. The customer must grant the seller a reasonable period of time, varying according to the actual circumstances of the individual case, but not less than 14 days, to remedy the defect.
In the event of subsequent performance, the seller shall bear the necessary expenses only up to the amount of the purchase price agreed with the customer.

6. If the repair fails within the meaning of § 440 BGB (German Civil Code), the customer may, at his discretion, request withdrawal or a reduction in price.

7. Further claims by the customer, in particular for consequential damage caused by defects, are generally excluded. This does not affect unlimited liability for damages in accordance with § 309 BGB No. 7a BGB (German Civil Code) based on a negligent or grossly negligent breach of duty by the seller or an intentional or negligent breach of duty by a legal representative or vicarious agent. Unlimited liability also applies in the event of a breach of cardinal contractual obligations, i.e., contractual obligations on whose fulfillment the customer relies and may rely. Otherwise, liability is limited to the damage typically incurred in the commercial transactions underlying these General Terms and Conditions.

8. Liability under the Product Liability Act remains unaffected.

9. The return of goods free of defects shall only be accepted upon prior request and with the consent of the seller. For approved returns of standard products, a processing and handling fee of 10% of the value of the goods will be charged. Custom-made products are excluded from return.

VIII. Total liability

1. Any further liability for damages beyond that provided for in Section VII is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty, or tortious claims for compensation for property damage pursuant to Section 823 of the German Civil Code (BGB).
2. The limitation under No. 1 shall also apply if the customer demands compensation for useless expenses instead of a claim for compensation for damage in lieu of performance.
3. Insofar as liability for damages against the seller is excluded or limited, this also applies with regard to the personal liability for damages of its employees, workers, staff, representatives, and vicarious agents.

IX. Miscellaneous

1. The contractual relationship between the seller and the purchaser as well as the respective terms and conditions are governed by the laws of the Federal Republic of Germany. The application of UN sales law is excluded if both contracting parties are based within the European Economic Area.
2. The exclusive place of jurisdiction is the court at the seller's place of business if the customer is a merchant within the meaning of the German Commercial Code (HGB) or a public corporation. The seller also has the right to bring legal action at the customer's place of business.
3. Should individual provisions of this contract be wholly or partially invalid or later lose their legal validity, this shall not affect the validity of the rest of the contract. The invalid provision shall be replaced by the statutory provision.

As of January 2017