1.1 Our General Business Terms & Conditions and our maintenance and service terms are binding.
1.2 Business terms and conditions of the purchaser that contradict our business terms and conditions shall not apply, unless we confirm in writing that such terms and conditions are applicable. Our General Business Terms & Conditions shall also apply if Logopak Systeme has knowledge of conflicting or deviating terms and conditions of the purchaser and executes the delivery to the purchaser without reservation.
1.3 All agreements entered into by Logopak Systeme and the purchaser in the context of a specific contract shall be laid down in the contract. Amendments to this contract must be made in writing. There are no verbal agreements.
1.4 Our General Business Terms & Conditions apply only to companies as defined in article 310 paragraph1 German Civil Code (BGB).
1.5 Our General Business Terms & Conditions apply to all transactions with the customer.
2.1 Our offers are always non-binding, unless otherwise stated in writing.
2.2 Orders received from purchasers are binding. An order is deemed accepted, if we issue a written confirmation within two weeks or if performance has commenced within that period of time.
2.3 All illustrations, pictures, drawings, calculations and other documents created in the course of performance of an order remain our property. They must not be disclosed to a third party unless written consent has been given.
2.4 For orders with a net goods value of less than € 50.00 that do not require customs clearance, and for orders with a net goods value of less than € 100.00 for which customs clearance is required, we charge a handling fee amounting to the difference between the actual net value of the goods and the minimum net order value ((€ 50.00 or € 100.00). The above net good values do not include freight, shipping, packaging and customs charges.
3.1 Unless stated otherwise in the contract or our order confirmation, all prices are quoted ex works and are subject to freight, shipping, packaging and customs charges and similar auxiliary costs.
3.2 All prices are quoted in Euro not including VAT. The VAT at the rate applicable at the date of the invoice is shown separately on the invoice.
3.3 Unless stated otherwise in the contract or our order confirmation, all invoices are payable in full within 30 days from the date of the invoice. Invoices for services, such as software services, maintenance and installation work, including the costs of replacement and wear parts used for service work, are payable at the date of the invoice.
3.4 The purchaser shall only be entitled to set off his liabilities against receivables, if these are not contested by Logopak Systeme or have been found justified under law. The purchaser shall only be entitled to retain payment in connection with a set-off, if his claim arises from the same contract with Logopak Systeme.
3.5 In the event of default in payment, Logopak Systeme shall be entitled to charge interest at an annual rate of 8 percentage points above the current base lending rate of the ECB, in accordance with article 247 BGB. We reserve the right to claim for compensation for damages caused by delay in payment.
4.1 Unless agreed otherwise, our projected delivery times are not binding. The delivery time is normally stated in our order confirmation. Should the order confirmation not contain a binding delivery time, it is up to the purchaser to make us aware of this fact. If no such communication is received, a delivery time that is usual for the ordered goods or services is deemed accepted.
4.2 The confirmed delivery time shall only begin after all technical and commercial queries have been dealt with and the purchaser has met his obligations under the contract, in particular the obligation to make all necessary information available to us and to cooperate in the performance of the contract. If the purchaser fails to meet these obligations, delivery is postponed accordingly. This does not apply, if the delay is caused by Logopak Systeme.
4.3 In the event of delays due to force majeure or other exceptional, unforeseeable events that are beyond our control, such as unforeseeable difficulties in sourcing materials, production shutdown, labour disputes, strikes, lockouts, lack of means of transport, directives by a public authority, power cuts, etc., Logopak Systeme shall be entitled to postpone delivery for the duration of the difficulties plus a reasonable production restart time. In such an event, the purchaser must be notified without delay. If delivery is delayed by more than three months, the purchaser shall be entitled to withdraw from the contract. If the above circumstances make it impossible for us to meet our duties under the contract, we shall be entitled to cancel the contract. In the event of a delay or withdrawal from the contract due to force majeure, the purchaser shall not be entitled to compensation for damages. We reserve the right to make partial deliveries, which are deemed separate transactions. The purchaser therefore not entitled to withhold payment for partial deliveries, claiming that not all goods have been delivered.
4.4 All costs for possible testing and acceptance are payable by the purchaser. If the purchaser fails to accept the delivery or otherwise fails in his duty to cooperate, we shall be entitled to claim compensation for damages. In this case, the purchaser shall bear the risk of accidental loss and deterioration of the goods from the date the delivery is made.
5.1 Unless agreed otherwise, all deliveries are made ex works at the cost and risk of the purchaser. Logopak Systeme shall choose the means of transportation and freight company.
5.2 As well as the transport packaging, based on the nature of the goods. The packaging costs shall be paid by the purchaser. Upon receipt of the delivery or collection of the goods, the packaging becomes the property of the purchaser.
5.3 We shall be entitled to charge a flat fee for shipping and packaging. Our current flat fees for shipping and packaging are available on request.
5.4 At the request of the purchaser, we shall arrange for transport insurance, payable by the purchaser.
5.5 For orders where the purchaser has caused a delay in delivery, the risk shall pass to the purchaser upon notification that the goods are ready for dispatch. The goods are subsequently stored on behalf and at the expense of the purchaser.
5.6 If the purchaser wishes to collect the goods from the factory, Logopak Systeme shall issue a notification that the goods are ready for collection. If the purchaser wishes to arrange for collection of the goods by a freight company and asks us to arrange for this, we shall charge an administrative flat fee of € 50.00. In this case, the purchaser shall also be liable for all shipping and packaging costs, customs charges and similar auxiliary expenses.
6.1 Logopak Systeme shall only accept goodwill returns, if it has been agreed in advance with our service department and if the goods are returned within 30 days from the date of delivery or collection.
6.2 A handling fee of 10% of the invoiced amount applies. We reserve the right to claim compensation for loss of value of the returned goods.
6.3 The shipping costs for goodwill returns are payable by the purchaser. Returned goods for which the transport costs have not been paid shall be rejected.
6.4 In return for the goods, the purchaser is issued a credit voucher.
7.1 Until payment as agreed in the contract has been received in full, the delivered goods shall remain our property. In the event of default in payment, the purchaser must relinquish the goods to us without delay. A request for the return of the goods and the acceptance of such goods constitute a withdrawal from the contract. After return, these goods may be sold by Logopak Systeme to a third party. The income generated from such a sale, minus reasonable sales expenses, shall be set off against the liabilities of the initial purchaser.
7.2 The purchaser is obliged to handle all goods in which Logopak Systeme retains a title with due care and to insure them at replacement value against fire, water damage and theft.
7.3 In the event of attachment or of third parties taking possession of the goods subject to retention of title, the purchaser shall be obliged to inform us without delay so that we can enforce our rights in the goods in accordance with article 771 of the German Code of Civil Proceedings (ZPO). In the event of attachment, the purchaser is obliged to forward the relevant attachment report/notification. If the third party is not in a position to reimburse our costs arising from court proceedings or out-of-court settlement under article 771 ZPO, the purchaser shall be obliged to compensate us for the loss.
7.4 The purchaser is entitled to re-sell the goods subject to retention of title as part of his ordinary business. In this case, he shall assign to Logopak Systeme all receivables due to him from the resale at the agreed sales price (including VAT), irrespective of whether the delivered goods have been re-sold with or without prior processing by the purchaser. If parties other than Logopak Systeme have a title in the sold goods, the above receivables shall be assigned proportionally to the final invoiced amount for the goods (including VAT) from Logopak Systeme and the other receivers. The above assignment shall serve as a security for all our current and future claims arising from business transactions with the purchaser. The purchaser shall be entitled to collect amounts outstanding from the resale of the goods after assignment to Logopak Systeme. We reserve the right to collect such outstanding payments ourselves. We shall however only take such steps, if the purchaser fails to hand over the receivables as agreed within the agreed time or if the purchaser has initiated settlement proceedings or voluntary insolvency proceedings or has been declared bankrupt. In such a case, Logopak Systeme is entitled to demand that the purchaser discloses the assigned receivables and the relevant debtors as well as any other information required for the purpose of collection, and that the purchaser hands over the associated documents and notifies its customers (debtors) of the assignment.
7.5 The processing of the goods by the purchaser shall always be performed for the benefit of Logopak Systeme. If the goods subject to retention of title are processed together with goods that are not purchased from Logopak Systeme, Logopak Systeme shall remain the owner of a share in the value of the new products (final invoiced amount including VAT) that represents the value of the goods supplied by it. These products shall otherwise be treated as goods subject to retention of title.
7.6 The purchaser shall also assign receivables from goods subject to retention of title, if the goods have been permanently installed in the property of a third party.
7.7 At the request of the purchaser, we shall release the securities we are entitled to insofar as the value of our securities exceeds the claims to be secured by more than 10 percent. Logopak Systeme shall thereby be entitled to choose the securities to be released.
8.1 The purchaser is obliged to inspect the goods upon receipt for defects. This inspection must be carried out at the purchaser's expense. In the event of defects or incorrect quantities, the purchaser must notify Logopak Systeme within seven days from the date of transfer of risk. In the case of latent or hidden defects, notice must be given in writing upon detection of the defect. If the purchaser chooses to process goods that have been found defective, he shall not be entitled to any claims under warranty.
8.2 The agreed quality and technical specifications of the goods as laid down in the contract between Logopak Systeme and the purchaser are binding. Any other information such as weight, dimensions and performance specifications is provided for information purposes and is not binding. Public advertising statements/product information from third parties or from Logopak Systeme are not part of the contractual product specifications, unless this has been specifically agreed between the parties.
8.3 We shall only be liable for defects in goods that existed prior to the time of transfer of risk. To eliminate the defect, we shall be entitled to choose repair or replacement. The purchaser shall give us reasonable time and opportunity to eliminate the defects. Failure to do so shall release us from our warranty obligations. If Logopak Systeme repeatedly fails in eliminating the defect through repair, reworking or replacement – notwithstanding clause 9 – the purchaser shall be entitled to demand compensation in accordance with his rights under warranty law.
8.4 Inconsequential deviations from the guaranteed properties or minor use limitations shall not constitute a defect covered by warranty. Claims made under warranty for goods that have been produced in cooperation with the purchaser or on the basis of information supplied by the purchasers, and where the purchaser has failed to cooperate or provide the correct information within the agreed delivery time, shall be rejected. Also not covered by the warranty are damages resulting from normal wear and damage that occurred after the date of transfer of risk due to insufficient or incorrect handling, storage, use or operation, use of unsuitable consumables, excessive use, incorrect assembly or repair by the purchaser or a third party. If the goods are improperly modified or repaired by the purchaser or a third party, for example by the installation of spare parts other than original spare parts, or the performance of work by service personnel who are not suitably qualified to make modifications or repairs to our goods, Logopak Systeme shall not be liable for defects under warranty, unless the purchaser can prove that the defects were not caused by interference on his part or on the part of a third party.
8.5 Defects detected in partial deliveries shall not entitle the purchaser to refuse acceptance of the rest of the delivery, unless he can prove that acceptance of only part of the delivery is not reasonably acceptable.
8.6 The purchaser is entitled to retain payment for defective goods, provided that the retained amount is reasonable with regard to the actual defect. Retention of payment is only permissible under the conditions laid down in clause 3.4. of these General Business Terms & Conditions.
8.7 As a rule, defects shall be eliminated at our premises, unless Logopak Systeme deems it more practicable to rework or repair the goods at another location. Defective goods must be returned to our factory after consultation with our service department. For the repair, reworking or replacement for goods shipped abroad, the purchaser shall pay the return shipping costs or the travelling expenses for a call-out by a Logopak Systeme customer service technician, unless the transfer of the goods to a location outside Germany was agreed in advance between the parties.
8.8 The warranty period extends over twelve months from the date of transfer of risk. The above warranty and period also apply to binding guarantees given by Logopak Systems, unless specifically agreed otherwise. The above warranty period does not apply to goods for which a longer warranty period is required by law, in particular article 438 paragraph 1 no. 2 (construction work and products for construction work), article 479 paragraph 1 (right of recourse) and article 634 a paragraph 1 no. 2 (construction defects ) BGB. The above warranty period also does not apply to defects caused by malicious intent, gross negligence or fraudulent concealment on the part of Logopak Systeme, and in the case of personal injury. Repairs and replacements made under warranty are covered by a separate warranty for a period of three months from the date of performance, provided that this period does not end prior to the initial warranty expiry date.
8.9 The purchaser's rights of recourse according to article 478 BGB apply only in cases where the purchaser and its customer have not entered into an agreement that exceeds the scope of the legally required warranty terms.
9.1 Logopak Systeme shall be liable for damage caused to the purchaser by intent or gross negligence on the part of Logopak Systeme or its representatives or agents. If Logopak Systeme is found not to be in substantial breach of contract, it shall only be liable for foreseeable typical damage.
9.2 If Logopak Systeme is found in breach of its contractual obligations, it shall be liable in accordance with the statutory regulations. In such a case, its liability is limited to foreseeable, typical damage. We shall not be liable for consequential damage or loss, in particular production downtime and/or loss of earnings on the part of the purchaser or its customers. The above limitations of liability also apply to damage caused by intent or gross negligence on the part of an employee, agent or subcontractor of Logopak Systeme, unless these are members of our board of management or senior managers.
9.3 Any other claims for compensation of damage made by the purchaser, on whatever grounds, shall be excluded. This also applies for claims for compensation for damages due to breach of contractual duty and criminal action.
9.4 The above limitations do not apply in cases that come under the Product Liability Act, for claims in connection with personal injury or claims based on the absence of a guaranteed feature or function pursuant of article 443 BGB, or where a defect has been fraudulently concealed. In the case of absence of a guaranteed feature or function, our liability shall be limited to damage that has been directly caused by this absence. The above clauses shall not apply to damage claims due to inability or non-performance on the part of Logopak Systeme or its agents.
9.5 Where liability is excluded or limited, the respective exclusions and limitations also apply to our employees, representatives and agents in cases where the purchaser takes recourse against these parties.
10.1 Logopak Systeme shall be entitled to collect, process, store and use data obtained from customers in the course of normal business transactions in accordance with the German Data Protection Act. Under the provisions of this act, Logopak Systeme is also entitled to disclose this information to its contractors, provided that this is necessary for the fulfilment of its contractual obligations.
11.1 Any disputes arising from a contract made under these General Business Terms & Conditions shall be settled before a competent court at the location of the registered offices of Logopak Systeme. Logopak Systeme reserve the right to take legal action before a court at the location of the registered offices of the purchaser.
11.2 The place of performance for the delivery of goods is the respective production plant of Logopak Systeme. Unless agreed otherwise, the place of performance for all other contractual obligations is the location of our registered offices.
12.1 All contracts shall be governed by German Law. The UN Sales Convention is not applicable.
12.2 The decision or declaration that one or more of the clauses of these General Business Terms & Conditions is null and void shall have no effect on the remaining clauses. Any invalid clause in these General Business Terms & Conditions shall be replaced by the relevant statutory regulations laid down in BGB.
12.3 The decision or declaration that one or more of the clauses of a contract entered into by the parties is null and void shall have no effect on the remaining clauses, provided that this decision or declaration has not been based on a legal defect in the General Business Terms & Conditions.++ An invalid clause shall be replaced by a legally valid clause that best reflects the intent and purpose of the initial clause. This also applies accordingly to omissions in the contract.