ARMA Druckpapiere – Excellence in execution
The general terms and conditions of the German Pulp and Paper Association in the version as amended from time to time apply to all contracts. In addition, our general terms and conditions shown below apply even without an express acknowledgement of the supplier, whose general terms and conditions of sale will be rejected. In case of a conflict between the following terms and conditions and the terms and conditions of the German Pulp and Paper Association, the following general terms and conditions will take precedence. To be effective, any alternative arrangements must be made in writing or confirmed by us in writing.
1. Contracts will only become effective if they have been confirmed by us in writing, by fax or email. Contracts awarded in person or by telephone will only become legally binding if confirmed by us in writing.
2. The supplier is required to confirm acceptance or reject the contract within 5 days of the order date. Otherwise, the contract will be deemed to have been accepted.
3. The agreed prices are quoted in Euro inclusive packaging and other costs carriage paid to the point of destination specified by us. The quoted prices are fixed prices, which will not be adjusted.
4. The agreed delivery dates are binding. The delivery dates will be deemed to have been adhered to upon receipt of the goods in full and free of defects at the point of destination we have specified. The receipt of the goods should not be construed as acceptance of the performance.
In the case of delayed delivery, we are entitled to demand the payment of liquidated damages for each commenced week of the delay equal to 1% of the delivery value but not exceeding 10% of the delivery value. We are entitled to demand liquidated damages, even if we have not expressly reserved this right at the time of acceptance. This is without prejudice to our right to demand compensation from the supplier for further delay damages. If the delivery is delayed, we are entitled to the extent permissible by law to rescind the contract and claim damages on account of non-performance. Existing claims for liquidated damages and delay damages that have arisen prior to rescission of the contract or award of the contract to third parties as part of a covering purchase to be paid for by the supplier will have to be satisfied in any case. If we rescind the contract due to the delay, we will be entitled, at our discretion, to demand as damages either the difference between the purchase price and the market price at the place of performance or the additional cost associated with the covering purchase. We are entitled to choose how the covering purchase will be made, and we are not obliged to purchase the goods by public auction or from persons designated in Article 376 of the German Commercial Code (HGB). As soon as the supplier becomes aware or can reasonably become aware that he may not be able to observe the required delivery dates, whether in whole or in part, he must notify us without delay, stating the reasons for and circumstances and duration of the delay.
Force majeure will only discharge the supplier from liability if he notifies us of such circumstances immediately. We, on the other hand, will be released from the obligation to accept the ordered goods in whole or in part and entitled to rescind the contract to the extent that the goods are no longer commercially usable due to the delay caused by the above circumstances. The supplier will be required to adhere to any rescheduled dates for outstanding deliveries. This is in particular the case if we are forced to make changes to the schedule due to market, economic or other unforeseen circumstances.
5. On the dispatch date, we must be notified by fax, email or by telephone of every delivery, giving our order number, quantity, number of units. In the case of partial deliveries made without our consent, any additional costs will be borne by the supplier.
The supplier is required to take out cover tor the transport of the goods for their full value. The goods are transported at the risk of the supplier even if the goods have been purchased ex works or point of destination.
6. Sheeted paper
The delivered goods must comply with our standards in terms of quality, quantity and execution. Furthermore, the goods must meet the following requirements: impeccable sheet flatness in the stack, no wavy edges, no bulging, no diagonal waves throughout sheet, uniform colour, good surface finish that is free of fibres, coated particles and any kind of dirt, well-separated, no torn arch parts in the stack.
The equilibrium moisture content of the paper should be 52%, lower limit 47%, upper limit 57%, at a pile temperature of 17 to 21 degrees Celsius. This should be tested with calibrated instruments according to DIN 53103. Precise, fibre-free cut, well aligned. The material may not be reversible in terms of smoothness, shine, colour and similar.
The quantities specified in the contract must be observed. We will only accept the following tolerances: Up to 2 tonnes ±5%, up to 10 tonnes ±8%, over 10 tonnes ±2% of the order amount, unless the maximum or minimum quantities have been specified in the contract.
All goods should be dispatched without the origin indicators and only with the marking specified by us. Expendable pallets should be used to wrap the paper in a suitable material with water vapour permeability of at least 10 g/m2 in 24 hours (DIN 53122). The packaging must enclose the goods tightly to prevent air from circulating.
7. Roll paper
Tight, even roll winding, no wrinkles, no holes or tears, no sagging profiles (slack edges). Furthermore, dust-free surface, sufficient pick resistance, high tensile strength, pH value not under 5.0, flawless heat-resistant adhesive tape, max. one splice per roll. No blistering in the drying unit. Under-deliveries are not permitted. Over-deliveries are only permitted with our prior consent. Surface and weight deviations In general, the weight specified in the order should not be exceeded (minus deviations up to a maximum of 5%). The various paper profiles must be marked on every role. Linear metres and weight must be specified on every roll.
8. If the documents that accompany the goods and which are required under the terms of the contract are incorrect, missing or incomplete we will be entitled to rescind the contract without notice.
9. To ensure the quality of his deliveries the supplier is required to have a quality management system in place, which must have the relevant certifications. The supplier may only deliver goods to us that have passed through and been tested by the aforementioned quality assurance system and which have been verified to match our specifications in terms of dimensions, quality and performance. All testing records must be kept by the supplier in accordance with the statutory regulations.
The supplier hereby warrants that the goods and services are free from material defects and defects of title, he will meet his obligations under quality guarantees given, the delivery complies with the intended purpose, the latest technology standards and the relevant provisions of the authorities and trade associations with regard to product safety and is environmentally sound. If we uncover defects or the supplier fails to meet his obligations under the quality guarantees we will be entitled to exercise our statutory rights. The supplier shall bear all costs relating to the satisfaction of warranty claims such as freight, packaging, insurance, public charges, testing costs, including expert fees and technical inspections.
The place of delivery and inspection in the sense of Articles 377, 378 of HGB or the UN Convention on the Sale of Goods (CISG), where applicable, is the point of destination specified by us. A notification of defects received by the supplier within a period of 4 weeks of delivery at the point of destination will be deemed to have been submitted on time. In case of hidden defects, the deadline for making a complaint is 3 weeks from discovery. If defects are only uncovered during processing, the warranty rights will remain intact without the supplier being able to rely on the claim being time-barred, unless the supplier can prove that the defect has not been acknowledged or asserted before the end of the limitation period due to gross negligence. Due to quality assurance and control of suppliers, our duties to inspect are limited pursuant to Article 377 of HGB or CISG, and we are therefore only required to check the delivered products for visible transport damage or recognisable defects and whether they match the quantity and type of goods ordered.
The commencement and duration of the limitation period for claims for defects is established by applicable laws.
If the contract is rescinded, the delivered goods will be returned at the risk and expense of the supplier.
The supplier shall indemnify us against any justified claims brought against us by third parties – on whatever legal basis – due to material defects or defects of title or another defect of a product supplied by the supplier and reimburse us for any legal costs in this regard. The supplier may only invoke the limitation period to the extent we have such right against the third-party claimant.
10. Where the contract is governed by CISG, we will be entitled in addition to other statutory rights to a replacement or rescission of the contract even if the supplier has not breached his material contractual obligations.
11. In all other respects, the liability of the supplier is governed by applicable laws and regulations.
12. It is the responsibility of the supplier to ensure that his delivery does not infringe the industrial property rights of third parties. He is liable for any damage caused by the infringement of intellectual property rights and shall indemnify us against any third-party claims in this respect.
13. Our right to set off claims and withhold payment or performance may not be restricted.
14. Claims arising from this contract may only be assigned to third parties with our consent.
15. The supplier is required to send us reference samples for every delivery in the requested size and quantity. The samples must be dispatched to us by post no later than on the day when the manufacture of the goods has been completed.
16. Invoices must be sent to us in two copies along with the specification. If the supplier makes a partial delivery without our consent, the invoices will only become payable upon delivery of the last part. The time limit for payment begins on the day of receipt of the invoice, but not before the goods have arrived at the point of destination. Invoices and other specifications may not be attached to the goods. Only the reference weight may be used in calculations. If the delivery is below the required weight, the actual weight will be used in the calculation.
Unless otherwise agreed, invoices paid within 10 days of receipt of the invoice are eligible for a 3% discount ; invoices paid within 30 working days of receipt are payable in full. We are entitled to choose the method of payment.
17. Place of performance for deliveries is the point of reception specified by us. Place of performance for payment and the place of jurisdiction for any disputes with businesses and persons who do not have their general place of jurisdiction in Germany, is our registered place of business. We are entitled to bring an action against the supplier before a court at the location of his registered office. The laws of the Federal Republic of Germany apply. An exclusion or limitation of the provisions of the UN Convention on the Sale of Goods (CISG) to our detriment is invalid. If we are granted more comprehensive rights than those envisaged by these terms and conditions as a result of CISG being applied to cross-border transactions, the CISG provisions will apply.
Incoterms 2000 as revised from time to time apply.
18. Should any individual provisions of these terms be invalid, the validity of the remaining provisions and of the contract will remain unaffected thereby.
The following terms and conditions apply to all our quotes, purchase agreements and contracts for work and materials concluded with us, including consultations and other contractual services. The buyer's own general terms and conditions of purchase are not valid. Unless otherwise specified in the following provisions, the general terms and conditions of the German Pulp and Paper Association as amended from time apply in a supplementary manner. These terms and conditions may be requested from us at any time.
All goods are transported for the account and at the risk of the buyer.
We do not accept any liability for inevitable variations in texture, material, purity, colour and other properties to the extent customary in the industry. With regard to deviations in quantity, the general terms and conditions of the German Pulp and Paper Association in the version as amended from time to time apply.
3. Complaints and liability for defects
Any complaints regarding apparent and recognisable defects or qualities of the supplied goods must be made in writing within 7 days of receipt of the goods. Other defects that cannot be detected during a thorough examination within this period must be notified promptly in writing no later than 7 days after discovery. In the case of counting and sorting errors, the relevant counting form should be submitted together with the complaint.
In the case of delivery defects, we offer the following warranty:
Should any parts prove to be unusable or their use materially affected due to circumstances occurring before the transfer of risk we will at our choice either replace the item or reimburse the buyer for the loss in value. Any goods that have been cut, printed or otherwise processed will not be taken back under any circumstances. If we have opted to offer a replacement, and we let the reasonable period given to us pass without yielding a result due to a fault on our part or fail or refuse to provide the replacement or it proves to be impossible for us to provide the replacement or it is unacceptable to the buyer, the buyer will be entitled to rescind the contract or demand compensation for the loss in value.
Pursuant to Article 437 of the German Civil Code (BGB) warranty claims lapse 12 months after delivery.
The liability for damages in the context of liability for defects is governed by paragraph A5 of these terms and conditions.
4. Delivery and delivery periods
Force majeure, industrial action and their effects or other events for which we cannot be held responsible - irrespective of whether they have affected our operations or the operations of our suppliers - that prevent us from honouring our delivery obligations will entitle us to extend the delivery periods or make partial deliveries if this is acceptable to the buyer. If the delivery becomes subsequently impossible or unreasonable for either party due to the aforementioned circumstances, the parties will be entitled to rescind the contract.
Deliveries are subject to correct and punctual delivery by our own suppliers.
Partial deliveries of agreed quantities made within agreed time limits are permitted and can be invoiced separately.
Under the statutory provisions, the buyer is entitled to rescind the contract in the case of delays in or impossibility of performance that are attributable to our conduct. If we are in default of delivery and the buyer suffers a loss or damage as a result, he will be entitled to demand compensation for any such demonstrable losses equal to 0.1% but not exceeding 1% of the value of the relevant portion of the total delivery for every full week of the delay, which as a result of the delay could not be used within the agreed time limit or in accordance with the terms of the contract. Paragraph 5 of these terms and conditions applies to any further claims that may arise from the delays in or impossibility of delivery.
5. General liability
Without prejudice to the provision under paragraph A4 (4), claims for damages of any kind, which fall within or outside the scope of liability for defects and suffered as a result of delays or impossibility of performance, incorrect advice, culpa in contrahendo, breach of any other contractual obligations, unlawful acts or any other legal grounds, in particular, if the damage was not sustained by the contractual item, are excluded. A liability only applies to intent or gross negligence, in the event of culpable violation of life, body, health, free from defects that we have maliciously concealed defects of the delivered goods, liability under the product liability Act for damage to property at privately used objects and personal injury or failure to comply with a quality guarantee.
In case of a culpable breach of material contractual obligations, we are also liable for simple negligence of the owner, the bodies or senior executives; in this case, however, the liability for damages is limited to contractually foreseeable damage. Material contractual obligations are obligations which are essential for the proper performance of the contract and the fulfilment of which the client routinely relies upon or may routinely rely upon.
6. Retention of title
The delivered goods remain our property until the payment of all claims from the business relationship, irrespective of the legal reason, and until the redemption of bills of Exchange and cheques, as well as to the irrevocability of direct debits. This also applies if the purchase price for certain supplies of goods that are designated by the buyer is paid. For open accounts, the retention of title serves as collateral for the outstanding balance. The buyer is not entitled to pledge the goods or to transfer to the backup. We are to be notified immediately of seizures by third parties.
Any processing or modification of the reserved goods will take place on our behalf without giving rise to any obligations on our part.
Where the delivered reserved goods have been processed, combined or mixed with items owned by third parties, we will acquire joint ownership of the new item or the mixed asset in proportion to the relationship between the invoice value of our reserved goods and the other processed or mixed goods at the time of processing, combining or mixing. Are law through processing, the purchaser acquires sole ownership of the new goods or the mixed stock, combination or mixing we with him agreed that the buyer grants us in proportion to the invoice value of our processed, combined or mixed goods to the value of the other processed, combined or mixed goods at the time of processing, combination, or mixing the co-ownership and is free of charge for us. The purchaser may sell the goods delivered without or after processing or combining or mixing only in the ordinary course of business if the claim from the resale to us.
The buyer hereby assigns in advance all him from the resale or any other legal reason with regard to the goods delivered by us now or later due to claims with their creation to us. We hereby accept the assignment. Value of the goods is our invoice amount plus a backup premium of 10%, which remains however except approach, insofar as rights of third parties oppose him. In the case of resale of our goods after processing, combining or mixing, or resale of new goods resulting from processing, combining or mixing is the claim against the customers of the buyer in the amount of the invoice value of our goods processed, combined or mixed ceded or only in the amount, which corresponds to our share of the co-ownership, if this is lower. This applies also in the event of the sale, after our merchandise has become integral part of other goods by processing, combining or mixing with other items not belonging to us.
The buyer is authorized to collect the assigned claims until our revocation. We will make use of the right of withdrawal the disposal, processing and authorization to collect, as long as the buyer duly fulfil his payment obligations towards us. A suspension of payments, request the opening of insolvency proceedings, a cheque or Bill of Exchange, or garnishment has been extinguishes the right of resale, processing of the reserved goods and to collect.
At our request, the purchaser is obliged to announce the assignment to its customers and to provide us with the information necessary to assert of our rights against the customer to hand over documents.
The buyer is obliged to take out an insurance to cover the reserved goods against usual risks. The buyer hereby assigns to us all rights under the insurance policies. His obligations towards the insurance to the proper notification of the loss and its commitment to the enforcement of insurance claims remains unaffected.
We shall release the collateral provided to us by the buyer at his request, provided that the value of the collateral exceeds the value of our claims by more than 10%. Ownership of the goods and the claims on the buyer go over with payment of all our claims resulting from the business relationship.
7. Place of performance and jurisdiction
Place of performance for the delivery is the place of departure. Place of performance for payments is Hamburg.
Place of jurisdiction for all disputes - including actions on cheques and change - with merchants, legal persons of under public law or persons who have no general place of jurisdiction in Germany, is our business headquarters. We can sue the buyer at the Court responsible for his seat.
B. Payment terms
1. The invoice is payable in full no later than 30 weeks after the invoice date. Payments received within 2 weeks after invoice date with us, 2% is, granted if nothing else is agreed, discount on the value of the goods. The granting of cash discount requires that all past due claims are balanced.
For delay, the statutory interest on arrears are calculated without prejudice to claiming further damages caused by delay.
3. Bills of Exchange are accepted only on the basis of special agreements. Bill of exchange payment is not considered a cash payment and does not permit the deduction of cash discount. Bill charges and other costs by the purchaser.
4. Becomes evident after conclusion of the contract that our claim for payment is jeopardized by lack of capacity of the buyer, we shall be entitled to demand the immediate payment of all outstanding claims including the ongoing change and rendering the fulfilment of completed contracts only against collateral or cash in advance. This is without prejudice to any further claims.
5. The buyer may only offset undisputed or legally established claims. The same applies to the retention of payments, which is generally excluded, if the counterclaim does not come from the same contractual relationship.
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