General Terms and Conditions

A. General

The acceptance and execution of all orders – including future ones – from entrepreneurs by us, Four Pack GmbH, Wiechmannsallee 3, D-27798 Hude / Altmoorhausen,
www.four-pack.de
, are subject to these conditions exclusively, subject to deviating individual agreements. General terms and conditions of the client are not recognised even if we do not expressly object to them and execute the order without reservation.
In the event of contradictions and gaps, the conditions of our offers shall apply first, followed by the special conditions applicable to the order, the General Terms and Conditions and, finally, the law, according to the individual agreements.
All agreements, declarations, promises and guarantees in connection with the order must be recorded in writing and are only binding in written form. The written form within the meaning of these conditions is maintained in the case of written, telex or electronic transmission, even if the document is not signed.
We reserve our intellectual property, in particular copyrights, to all documents and data provided to the client. The documents and data may only be used by the client to the extent of the rights of use expressly granted by us or mandatory for the use of our delivery or service. In particular, reproductions and the transfer to third parties for their own economic purposes are inadmissible.

B. Offers

Our offers are non-binding unless otherwise agreed. Orders only come into effect upon written confirmation from the client. Deviating confirmations are considered new offers, which only become binding upon our express acceptance.
The documents and data enclosed with our offer, such as illustrations, drawings, weight and dimension specifications, represent approximate values and are only decisive if they are expressly designated as binding.
We are entitled to make changes to our deliveries and services, provided that the changes are customary in the industry, technically or legally necessary and reasonable for the client.
The scope of our delivery and service obligations is set out in our offer or our order confirmation. All additional deliveries and services require an express supplement to the order with agreement of a separate remuneration.

C. Deadlines and Dates

Deadlines and dates are only firmly agreed if they are expressly declared as binding.
The term of agreed deadlines begins with receipt of the order confirmation. Dates contained in our offers are postponed if the order confirmation is received more than two weeks after the offer was created.
Compliance with the delivery or service time is subject to the proper fulfilment of the client’s obligations to cooperate and the timely and correct self-delivery, provided that we have ordered in good time and correctly. We will notify you of any delays immediately.
The delivery period is deemed to have been met if the delivery item has left our factory by the time it expires or readiness for dispatch has been communicated. The service period is deemed to have been met if the service has been provided by the time it expires and – depending on the agreement – readiness for commissioning or acceptance has been reported.
If the dispatch of the delivery item or the acceptance of our service is delayed for reasons for which the customer is responsible, the costs incurred as a result of the delay shall be charged to the customer.
Temporary impediments to delivery and performance due to unforeseeable circumstances for which we are not responsible (force majeure, in particular strike, lockout, shortage of raw materials or energy as well as operational disruptions, also at upstream suppliers) release us from our delivery and performance obligations for the duration of the disruption and to the extent of its effects. We will inform the client immediately of such an impediment to delivery or performance. Both parties may withdraw from the contract subject to a reasonable period of grace if the impediment lasts for more than eight weeks beyond the agreed delivery or performance date. Claims for damages due to delay or in lieu of performance are excluded in this case.
Partial deliveries and services are permissible insofar as they are reasonable for the client.

D. Prices

Our prices are net plus the statutory value added tax applicable on the day of invoicing. All prices are quoted in euros. Unless otherwise stated in the offer or order confirmation, our prices are exclusive of packaging and other shipping and transport costs. These will be charged separately.
If a significant factor in our price calculation, such as energy, personnel, material, freight or credit costs, changes unforeseeably between the placing of the order and the provision of the service, we shall inform the client of these circumstances together with the new prices to be applied. In this case, the client has the right to withdraw from the contract. If the client does not submit a declaration of withdrawal within one week of notification of the price adjustment, the new prices shall be deemed to have been agreed. Acceptance of our delivery or service after notification of the price adjustment shall also be deemed to constitute consent.

E. Payment

The invoice amounts are due for payment within 14 days of invoicing without deduction and free of charge. Our invoices shall be deemed accepted if the client does not object to them in writing within two weeks of receipt. We may invoice partial deliveries and services separately. We may also demand reasonable payments on account from the client for services already rendered without a separate contractual agreement.
In the event of default in payment, we are entitled to withhold further deliveries or services until the due amount has been paid. If there are justified doubts about the client’s ability to pay, we are entitled to refuse delivery until full payment or reasonable security has been provided and to withdraw from the contract after setting a reasonable grace period.
The client shall only be entitled to rights of retention and set-off if his counterclaims have been legally established, are undisputed or have been recognized by us. Rights of retention due to defects shall remain unaffected, but shall be limited to amounts that are in reasonable proportion to the defect. Furthermore, rights of retention always require a counterclaim from the same contractual relationship.

F. Retention of Title, Securities

Insofar as we deliver goods, including within the framework of contracts for work and services, the delivered goods shall remain our property until the purchase price has been paid and all claims arising from the business relationship have been settled. This shall also apply if payments are made on separately designated claims. The inclusion of individual claims in a current invoice or the striking of a balance and its recognition shall not cancel the retention of title.
If the reserved goods are processed with other items not belonging to us, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods and the processing value. In all other respects, the same shall apply to the item created by processing as to the goods delivered subject to retention of title. If our ownership expires as a result of combining, mixing or blending the reserved goods with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the value of the other mixed items at the time of mixing. If the mixing takes place in such a way that the client’s item is to be regarded as the main item, it is agreed that the client shall transfer co-ownership to us on a pro rata basis. The client shall keep the sole ownership or co-ownership thus created for us free of charge.
The client is entitled to use the goods subject to retention of title in the ordinary course of business, to process them or to resell them subject to retention of title under normal business conditions. However, the client hereby assigns to us all claims arising from the resale against his customers or third parties in the amount of the final amount (including VAT) of our claims, irrespective of whether the reserved goods have been resold without or after processing, mixing or combining. If the customer enters into a current account agreement with his customer which allows the claim from the resale of the goods delivered by us to be included in a current account claim, the claim arising in favor of the customer from the current account relationship shall be deemed assigned to us in the amount of our claim. The claims from the resale shall serve as security to the same extent as the reserved goods.
The client is entitled to collect claims from the resale, unless we revoke the collection authorization. In this case, the customer is obliged to inform his customers immediately of the assignment of the claims to us and to provide us with the information required for collection and to hand over the relevant documents.
If the customer is in arrears with payments that reach 10% of our claims, we are entitled to prohibit the resale, processing, combination or mixing and removal of the goods delivered under retention of title and to take them back. The repossession of the goods subject to retention of title shall be deemed a withdrawal from the contract.
We undertake to release the securities to which we are entitled at the request of the client insofar as the realisable net value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

G. Obligations of the Client

The client is obliged to hand over the documents, plans, drawings, operational safety regulations, technical regulations, operating manuals, maintenance and repair regulations required for the execution free of charge and in good time and to provide us with all information required for the execution of the order in good time.
The client is obliged to create the conditions required for a safe, smooth and proper execution of our activities. Insofar as the client provides his own services or services are provided by third parties (including the delivery of goods) in addition to us, the client bears the responsibility for coordinating the individual work processes.
If the client does not fulfil his aforementioned obligations to cooperate or if we are prevented from carrying out the work assigned to us by the client due to other circumstances that are attributable to the client’s sphere of risk, we are entitled, but not obliged, after setting a deadline, to carry out the actions incumbent on the client in his place and at his expense. Furthermore, we may demand reasonable compensation for any additional expenses incurred as a result in addition to the remuneration.

H. Withdrawal, Compensation

Insofar as no statutory rights of withdrawal exist, the cancellation of an order by the client is only possible with our written consent. In any case of premature termination of the contract for which we are not responsible, we shall be entitled, without prejudice to further claims for payment of the contract price, to invoice expenses already incurred, costs incurred and unavoidable costs still to be incurred as well as additional expenses due to the termination.
If the commencement, continuation or completion of our order fulfilment is delayed for reasons for which the client is responsible and he does not remedy the situation immediately at our request, we may demand compensation for damages while maintaining the contract or set the client a reasonable deadline for fulfilling the contract and terminate the contract after the deadline has expired without result.
If we can demand compensation for damages instead of performance or loss of profit (in particular within the scope of remuneration claims with deduction of saved expenses) in accordance with the statutory provisions, we are entitled to demand a flat rate of 20% of the net price without proof of the actual damage or profit. The client is entitled to prove that damage or profit has not occurred or has only occurred to a lesser extent. We are entitled to assert the actual damage or loss of profit instead of the lump-sum damage or profit.

I. Liability, Limitation

We shall be liable for damages or reimbursement of expenses – regardless of the legal grounds (in particular liability for defects, tortious liability, default, impossibility) – without limitation and within the scope of the statutory limitation periods for intent, gross negligence on the part of our executive bodies and executive employees, culpable injury to life, limb or health, fraudulently concealed defects, warranty promises and within the scope of the Product Liability Act. We shall also be liable for gross negligence on the part of our non-executive employees and vicarious agents or for slight negligence insofar as a material contractual obligation is breached, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the client may rely. In these cases, our obligation to pay compensation is limited to the foreseeable damage typical of the contract. Any further liability on our part is excluded.
Insofar as our liability is excluded or limited above, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
Insofar as our liability is limited above, claims against us shall become time-barred within 12 months. This shall also apply to claims for defects for which we are not responsible, unless they relate to a building or a delivery item that was used for a building in accordance with its normal use and caused its defectiveness. In all other respects, the statutory limitation periods shall apply. Subsequent performance shall not trigger any new limitation periods.
The above provisions do not imply a reversal of the burden of proof to the detriment of the client.
Claims asserted against us shall become statute-barred at the latest upon expiry of the statutory limitation periods.

J. Data Processing, Confidentiality

We would like to point out that the client’s personal data obtained within the scope of the business relationship is stored and processed by us in accordance with the provisions of the Federal Data Protection Act, insofar as it is necessary for the business relationship. The data will only be passed on to third parties with the client’s consent – apart from statutory or official notification obligations.
Information and data from the business relationship must be treated confidentially. In the event of a violation, we reserve the right to assert claims for damages and take criminal action.

K. Place of Jurisdiction, Applicable Law, Place of Performance

If the client is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the client at his general place of jurisdiction.
The law of the Federal Republic of Germany shall apply.
Unless otherwise stated in the order confirmation, our place of business is the place of performance for our deliveries and services as well as the payments to be made to us.

L. Severability Clause

Should one or more provisions of these conditions be or become invalid or should the contract contain a loophole, this shall not affect the validity of the remaining provisions. This also applies to partial provisions that can be deleted without the remaining part losing its regulatory content. The invalid or incomplete provision shall be replaced by law and jurisdiction.

II. Special Conditions for our Deliveries (Purchase Agreements)

A. Delivery

Unless otherwise agreed, the place of delivery and performance is our factory, even if we take over the transport to the agreed destination of the delivery. In this case, we determine the forwarding agent and the carrier.
Goods reported ready for dispatch by the agreed date must be called off immediately or accepted upon delivery. Otherwise, we are entitled to store them at the expense and risk of the client at our own discretion. If the transport of the goods is hindered by force majeure outside our company, we are also entitled to store the goods at the expense and risk of the client.

B. Transfer of Risk

The risk of destruction, loss or damage to the goods passes to the client with the dispatch or handover to the carrier or, in the case of collection by the client, with their provision. At the request of the client, the shipment will be insured by us at his expense against theft, breakage, transport, fire and water damage as well as other insurable risks.
If dispatch is delayed as a result of circumstances for which the client is responsible, the risk shall pass to the client from the day of readiness for dispatch, but we are obliged to effect the insurance requested by the client at his request and advance payment.

C. Claims for Defects

Unless otherwise agreed, the contractual nature of the goods is determined by our product descriptions. Public statements, endorsements or advertising by third parties are irrelevant in this context. The information in the documents pertaining to our offer or order confirmation, such as weight, content and dimension specifications, shall only be deemed quality guarantees within the meaning of § 443 BGB if we expressly declare this in writing.
The client must inspect the goods immediately upon collection or delivery for any short deliveries, transport damage, incorrect deliveries or obvious defects and inform us immediately of any findings of this nature. The client must have any obvious transport damage or short deliveries certified by the carrier or its representative upon receipt of the goods. Defects discovered later must be reported within eight days of their discovery. The notice of defects must be submitted in writing with a verifiable description of the defect. If the client violates its obligation to inspect or report defects or fails to have transport damage or short deliveries certified and to send us this certificate, we shall not be liable for any claims arising from such complaints, unless there is gross negligence on our part by a legal representative or vicarious agent.
Rejected goods must be made available to us in a suitable form for inspection and preservation of evidence at short notice. Agents commissioned to inspect defects are not authorized to acknowledge defects with effect against us.
If there is a defect in the goods, we shall initially be entitled, at our discretion, to provide a replacement or rectification or, in the event of short deliveries, to make a subsequent delivery. If this fails, the client shall have the choice between a reduction in price and rescission of the contract. In the case of minor defects, rescission is excluded. If the client chooses to rescind the contract, any further claim for damages or reimbursement of expenses shall be excluded. Unless we are accused of fraudulent intent, a claim for damages in lieu of performance shall be limited to the difference between the purchase price and the value of the defective goods.
We accept no liability for damage resulting from improper use, incorrect storage or negligent handling of the goods. If the goods are used further with knowledge of the defect, we shall only be liable for the original defect and the damage incurred up to its discovery, but not for damage caused by further use.
If, during the inspection based on a notice of defects, we determine that there is no defect, the client shall reimburse us for the costs and expenses incurred as a result of the inspection. In this case, our activity will be invoiced as a service call.

Special Conditions for our Services (Service and Works Contracts)

A. Special obligations of the client to cooperate

Within the scope of the order, the client must adequately describe the nature and scope of the services to be provided by us. If it transpires after the order has been placed that the order description was inadequate, the client shall bear the resulting additional costs and disadvantages (in particular, additional time). We shall only provide services exceeding the original order if the client agrees to the necessary extension of the order. If the client refuses to give its consent, we shall be entitled to terminate the order subject to a reasonable period of notice and to invoice the agreed remuneration less any expenses saved. The same applies if the client does not make the object of performance to be provided by it available to us in accordance with the agreement or if a defect to be remedied by us in accordance with the order cannot be determined in compliance with the rules of technology.
The client must accept and take delivery of our services as soon as we have notified it of our readiness to perform or of completion.

B. Transport and insurance for services in our factory

Unless otherwise agreed in writing, any collection and return transport of an object to be processed by us carried out at the request of the client – including any packaging and loading – shall be carried out at its expense and risk; otherwise, the object of performance shall be delivered to us by the client at its expense and risk and collected from us by the client again after completion of the work.
At the request of the client, the outward and, if applicable, return transport will be insured at its expense against insurable transport risks, e.g. theft, breakage, fire.
There is no insurance cover during the processing period in our factory. The client must ensure that the existing insurance cover for the object of performance is maintained, e.g. with regard to fire, tap water, storm and mechanical breakdown insurance. Insurance cover for these risks can only be arranged at the express request and expense of the client.

C. Claims for Defects

The performance result owed by us is determined exclusively by the order placed, taking into account the technical possibilities. Quality or functional characteristics of the performance result promised by us shall only be deemed guarantees within the meaning of § 639 BGB if we have expressly declared this.
The client must notify us in writing of obvious defects no later than 7 days after the service has been provided (service contracts) or the performance result has been accepted (works contracts). Hidden defects must be reported in writing immediately after their discovery. The defects must be described in a verifiable manner. A breach of the obligation to give notice of defects releases us from liability for defects, unless we are accused of gross negligence.
The client must grant us the time and opportunity required at our reasonable discretion to remedy the defect. In particular, the client must ensure that the rejected item is available for inspection and rectification. We are not obliged to rectify minor defects. The same applies if the rectification of defects is not possible according to the circumstances. In these cases, the client is only entitled to a reduction in our remuneration.
The client is obliged not to use the object of performance until the investigation has been completed. If it nevertheless puts the object of performance into operation, we shall not be responsible for any damage arising therefrom. The client bears the burden of proof that the damage is not attributable to the commissioning of the object of performance.
The client shall only have the right to remedy a defect itself or through third parties at our expense if we have allowed a reasonable period for remedy to expire or if there is otherwise a significant safety risk or a disproportionate risk of damage. We must be informed of these circumstances prior to self-remedy.
We shall bear the costs of remedying the defect, provided that these are not disproportionate. In such a case, we shall only carry out the rectification if the client contributes to the costs.
The limitation period for defects in works begins with acceptance or its assumption, and for other defects in performance with the provision of the service.
Claims for defects shall not apply if and to the extent that
1. the client refuses to allow us to carry out rectification work without good reason,
2. the client remedies alleged defects itself or has them remedied by third parties without giving us the opportunity to rectify them,
3. the defect is attributable to the service description, the instruction of the client, the equipment provided by the client, advance performance by other contractors or the use of the object of performance by the client.

D. Acceptance, transfer of risk

Acceptance of the object of performance in the case of works contracts must take place within two weeks of notification of completion of our services and readiness for acceptance.
If partial services cannot be completed due to conditions on the client’s side, an interim acceptance must be carried out for the services that have already been completed.
The obligation to accept our services is independent of the fulfillment of the performance obligations of third parties.
Acceptance cannot be refused due to an insignificant defect. If acceptance is delayed through no fault of our own, acceptance shall be deemed to have taken place after two weeks have elapsed since notification of completion of the services.
The risk of destruction, loss or damage to the object of performance shall pass to the client upon acceptance or its assumption. If we are unable to declare readiness for acceptance for reasons for which we are not responsible, the risk shall pass to the client after the fruitless expiry of a period of 60 days following our request to eliminate the obstacles to the establishment of readiness for acceptance. At the same time, the services rendered up to that point shall be deemed to have been accepted.

D. Supplementary liability provisions

If we damage items belonging to the client within the scope of our services, we shall initially have the right to repair or replace them. The client shall only be entitled to further claims for damages if such rectification of the damage is impossible or has failed.
If, during work outside our factory, the devices or tools provided by us are damaged at the workplace or are lost without our fault, the client shall be obliged to compensate for this damage. Damage attributable to normal wear and tear shall be disregarded.

General Terms and Conditions for Cooperation with Suppliers of Goods and Services for FOUR PACK GmbH

Definitions

For the purposes of these General Terms and Conditions for cooperation with suppliers of goods and services for FOUR PACK GmbH, the following terms shall have the following meanings:

Four Pack – Four Pack GmbH with registered office in Hude (Germany), Wiechmannsallee 3, 27798 Hude / Altmoorhausen, Registration court: Oldenburg, Registration number: HRB 205716, Value added tax identification number: DE 276619594, www.four-pack.de
Supplier(s) – a company to which Four Pack places an order for a delivery,
GTC – these General Terms and Conditions for the cooperation of Four Pack with the suppliers,
Delivery – delivery and sale of movable property, rights or provision of services or execution of work for Four Pack by the supplier
Object of delivery – services provided by the supplier that are the object of the delivery,
Order – an order from Four Pack for delivery (delivery order), which is deemed to be an offer from Four Pack to conclude a delivery contract,
Delivery contract – contract for the delivery concluded between Four Pack and the supplier,
Written form – also referred to as “in writing” in the GTC and equivalent provisions – the written form is maintained in the case of written, telex or electronic transmission, even if the document is not signed, provided that a message sent by e-mail contains data that duly identifies the sender (first name and surname, telephone number) and uses the address that contains the company domain of the suppliers or Four-Pack

Scope, conclusion of contract

The GTC are an integral part of every order.
The GTC are accepted upon conclusion of the delivery contract, unless the supplier expressly objects to the GTC in writing prior to conclusion of the contract.
The delivery contract is concluded upon acceptance (confirmation) of the order by the supplier and upon commencement of the activities resulting from the order by the supplier or upon acceptance by Four Pack of the offer made by the supplier as a result of the order. It is assumed that with the conclusion of the delivery contract, the supplier has accepted the terms of the contract and the GTC unchanged and irrevocably.
In the event of contradictions and gaps, the terms of the delivery contract shall take precedence over the individual agreements, followed by the GTC and finally the law.
General terms and conditions, model contracts or other equivalent documents of the supplier shall not apply even if they have been transmitted to Four Pack in writing or in any other way and Four Pack has not objected to them.
Verbal agreements, deviations from these GTC as well as their additions and exclusions require confirmation in writing to be valid.
All agreements, declarations, promises in connection with the delivery contract must be recorded in writing and are only binding in writing.
Four Pack reserves the right to change the GTC. In such a situation, the information on the amendment of the GTC will be published on the Four Pack website: www.four-pack.de within 21 days before the planned amendments come into force, together with the content of the amended GTC.

Orders

The order must state at least the most important elements of the delivery contract, i.e. object of delivery, delivery quantities, price, delivery date, place of delivery, unless the GTC provide otherwise.
All declarations of intent contained in the order are binding on the parties, and Four Pack acknowledges that persons who make declarations of intent in the form of an order on behalf of Four Pack are authorized to make such declarations on its behalf, unless it is proven that this declaration was made by an unauthorized person identified by first name and surname who is responsible as an alleged representative for such action.
The order must be submitted to the supplier in writing, unless the supplier also provides for other means of doing so.
Orders to the e-mail address, fax number or in any other way specified by the supplier shall be deemed to be a declaration received by the supplier with all the resulting consequences.
The order should be confirmed by the supplier within 7 days in the same form in which the order was placed. The commencement of the activities resulting from the order is equivalent to confirmation of the order by the supplier. Confirmation after the expiry of the aforementioned period cannot be accepted by Four Pack.
The content and scope of the delivery contract is usually determined exclusively by the content of the order and the GTC. Deviating confirmations from the supplier shall be deemed a new offer from the supplier, which only becomes binding upon express written acceptance by Four Pack. Deviating confirmations of the supplier’s offers by Four Pack shall be deemed a new order.

Deliveries

The supplier shall carry out the delivery on the basis of the delivery contract and the GTC.
With the conclusion of the delivery contract, the supplier confirms that it has the knowledge, experience and technical resources required for the proper execution of the delivery contract, that the object of delivery falls within the scope of its business activities and that the objects, services or works provided by it do not infringe the rights of third parties.
The supplier is obliged to deliver the object of delivery to Four Pack at its own expense within the period specified by Four Pack, unless the delivery contract stipulates otherwise.
The supplier is obliged to strictly adhere to the delivery date. If the supplier is unable to meet the specified deadline, it is obliged to notify Four Pack of this immediately, stating the reasons for the delay and the expected duration of the delay. In this case, Four Pack may waive the delivery free of charge. Four Pack must notify the supplier of the waiver immediately, but no later than within 3 days of notification of the delay.
If the dispatch of the object of delivery or the acceptance of the delivery is delayed for reasons for which the supplier is responsible, the costs incurred as a result of the delay shall be charged to it.
If the supplier delays the start of production or the completion of the object of delivery to such an extent that it appears unlikely that it will be able to complete it on time, Four Pack may withdraw from the delivery contract before the deadline for delivery has expired without setting a grace period.
In the event of non-compliance with the deadline for the execution of the delivery contract by the supplier, for whatever reason, irrespective of other rights, Four Pack shall be entitled to replace the delivery at the expense and risk of the supplier, whereby the claim for damages in the amount of the damage incurred remains reserved. A prerequisite for the replacement service mentioned in the preceding sentence is that Four Pack requests the supplier in writing to properly fulfill the delivery contract at least within 3 days.
After receipt of the delivery, Four Pack is entitled to check the delivery by means of quantitative and qualitative tests for the correctness of the execution of the delivery contract. Four Pack is entitled to check all elements of the delivery as well as each of its elements.
The risk of loss or damage, as well as the burdens and benefits associated with the delivery, shall pass to Four Pack upon proper acceptance of the delivery item by Four Pack, unless otherwise specified in the supply contract.
Partial deliveries are permissible to the extent that they are reasonable for Four Pack.

Change in the amount of remuneration

If the parties have agreed on a lump-sum remuneration, the supplier may not demand an increase in the remuneration, even if the extent or costs of the work could not be foreseen at the time the contract was concluded.
The remuneration shall include all costs associated with the execution of the supply contract, including the supplier’s risk of estimating all costs associated with the execution of the supply contract, all fees, taxes, duties and other public charges that may be incurred in connection with the execution of the supply contract, and the remuneration for the transfer of intellectual property rights by the supplier to Four Pack, granting of licenses, consents and authorizations. An underestimation, omission or improper recognition of the scope of the contract shall not entitle to demand a change in the amount of remuneration stated in the supply contract.
If the supplier’s remuneration is determined on the basis of a compilation of the planned work and the estimated costs (remuneration according to cost estimate) and if, during the manufacture of the delivery item by order of a competent state authority, the amount of the prices or rates previously applicable to the cost estimate calculations has been changed, each party may demand a corresponding change in the agreed remuneration. However, this shall not apply to a payment for the material or labor costs that has been made before the change in prices or rates. If, in these cases, the necessity of a substantial increase in the remuneration according to the cost estimate arises, Four Pack may withdraw from the supply contract, but should do so immediately and pay the supplier a reasonable part of the agreed remuneration. The supplier may not demand an increase in the remuneration if he has performed additional work without obtaining the consent of Four Pack.

Payments

The basis for the issuance of an invoice with value-added tax shown by the supplier is a proper acceptance protocol of the delivery item signed by Four Pack, and in the case of the delivery of goods, a corresponding document on the receipt of the goods, signed by an authorized representative of Four Pack, to which the supplier is obliged to attach a copy to the invoice with value-added tax shown.
Only the receipt of a correctly issued VAT invoice by Four Pack in accordance with paragraph 1 and the delivery of the documents required in the supply contract shall give rise to a payment obligation on the part of Four Pack, subject to paragraph 3 below.
In the event of non-compliance of the entire or part of the delivery with the supply contract, the payment for a specific invoice may be withheld in whole or in part (corresponding to the non-conforming value of the delivery) until the delivery is carried out correctly.
The remuneration owed to the supplier for the proper execution of the supply contract shall be paid on the basis of the invoices issued by the supplier after acceptance of the delivery item and in accordance with the GTC, unless the supply contract expressly provides for invoicing before completion of the delivery or after completion of the agreed part of the delivery.
If the price is not stated in the order, the supplier shall determine the price before the start of the execution of the order and continue with the execution of the order, provided that Four Pack issues a written approval for the price.
The supplier may not transfer its claim against Four Pack to a third party without the written consent of Four Pack.
The supplier is prohibited from offsetting the claims against Four Pack with mutual claims without the written consent of Four Pack.
Within 14 days of a request by Four Pack, the supplier shall provide Four Pack with the original certificate of the supplier’s tax residence. All consequences if the supplier does not have the above-mentioned certificate shall be borne by the supplier.

Materials

The supplier shall manufacture the delivery item from its own material, unless otherwise specified in the order.
If the materials for the manufacture of the delivery item are supplied by Four Pack, the supplier shall use them properly, render account and return the unused part.
If the material supplied by Four Pack is not suitable for the proper manufacture of the delivery item or if other circumstances arise that may interfere with the proper manufacture, the supplier shall immediately notify Four Pack of this in writing.
If Four Pack has supplied the material itself, it may, upon withdrawal from the contract or upon entrusting the manufacture of the delivery item to another person, demand the return of the material and the surrender of the commenced work from the supplier.

Obligations of the supplier:

The obligations of the supplier include in particular:

Execution of the supply contract with due diligence, in accordance with the supply contract and the technical documentation, as well as the principles of technical knowledge, the applicable regulations, approvals and industry standards, using materials that meet the requirements of the approved products for trade and use;
Execution and delivery of the delivery item within the set deadline,
Timely notification of Four Pack about the current status of the execution of the supply contract; regardless of the request of Four Pack, the supplier is always obliged to inform Four Pack about circumstances that may affect the non-compliance with the deadline for the execution of the supply contract by the supplier;
Provision of equipment (machines and devices) that are necessary for the execution of the delivery and meet all related requirements of the applicable regulations;
Timely elimination of defects of the delivery item,
Indemnifying Four Pack from all claims of any persons arising in connection with the fulfillment, non-fulfillment or improper fulfillment of the obligations of the supplier under the supply contract,
Enabling, at any request of Four Pack, to check the current status of the order in the supplier’s plant or at another location used by the supplier for the execution of the order. The supplier is obliged to have the part of the delivery item completed so far, as well as the production process in which the delivery item is created or is to be created, audited by a representative of Four Pack. During the audit, the representative of Four Pack is entitled to point out to the supplier any defects of the delivery item or of the technological process and the supplier is obliged to eliminate these defects. Four Pack undertakes to notify the supplier of the intention to carry out the audit no later than 3 working days before the date of the audit.

Warranty claims

If the delivery item is manufactured defectively or contrary to the contract by the supplier, Four Pack may request the supplier to change the method of manufacture, setting a reasonable deadline. After unsuccessful expiry of the set deadline, Four Pack may withdraw from the supply contract or entrust the repair or further execution of the delivery item to another person at the expense and risk of the supplier.
If the delivery item is defective, Four Pack may, at its own discretion, demand its exchange for a defect-free item or the elimination of the defect, whereby the rights of Four Pack to reduce the price or to withdraw from the supply contract shall remain unaffected.
Four Pack shall immediately, but no later than within 5 days after the discovery of a defect, notify the supplier thereof in writing. The notice shall specify the defect and the resulting request of Four Pack.
The supplier undertakes to confirm the receipt of the complaint in writing without delay. If the supplier does not confirm the receipt within 1 working day after submission of the complaint by Four Pack, this shall be deemed confirmed by the supplier after expiry of this deadline.
The supplier is obliged to eliminate the complained defects within 5 working days from the date of the notification by Four Pack, unless Four Pack agrees in writing to another date for the elimination of the complained defects.
If the supplier refuses to eliminate the covered defect of the delivery item or its part, does not eliminate it within the set deadline or does not carry out the repair work properly, Four Pack is entitled to have the defects eliminated at the expense and risk of the supplier itself or by third parties.
The supplier is obliged to eliminate the defect at the place of the defect or to collect the defective movable item at its own expense where it is located at the time of the occurrence of the defect. In the event that the exchange or repair requires additional activities such as disassembly, the supplier is obliged to carry out the above-mentioned activities at its own expense within the deadline agreed with Four Pack, unless Four Pack agrees in writing to carry out these activities with its own resources at the expense of the supplier.
At the request of Four Pack, the supplier is obliged to collect the defective delivery item from Four Pack and to eliminate the effects of such collection or the effects of a renewed execution of the delivery. In the event of unjustified refusal of the supplier to take back the defective material and eliminate the consequences, the defective material shall be stored by Four Pack at the expense and risk of the supplier.
If the delivery item has a defect, Four Pack may issue a declaration on the reduction of the price or the withdrawal from the supply contract, unless the supplier immediately and without significant inconvenience for Four Pack exchanges the defective delivery item (or part of the delivery item) for a defect-free delivery item or immediately eliminates the defect. This restriction shall not apply if the delivery item has already been exchanged or repaired by the supplier or if the supplier has not complied with the obligation of exchange for a defect-free delivery item or the elimination of defects. The reduced price shall be in such a proportion to the contract price as the value of the defective item is in relation to the defect-free item.
Without prejudice to other provisions, the supplier shall indemnify Four Pack from liability for defects of the delivery item, in particular by returning or paying incurred penalties, damages and costs, including the costs of court and administrative proceedings.

Withdrawal

As long as the delivery item has not been completed, Four Pack may withdraw from the contract at any time and must pay the agreed remuneration. In this case, however, Four Pack may deduct what the supplier has saved due to non-manufacture of the delivery item.
In the event of a delay with the execution of the supply contract or a defective execution of the supply contract by the supplier, Four Pack may set the supplier a grace period of at least 7 days for fulfillment under the threat that Four Pack is entitled to withdraw from the contract upon unsuccessful expiry of this period. In such a case, Four Pack is exempt from the obligation to pay the remuneration due to the supplier. Four Pack may also, either without setting a grace period or after its unsuccessful expiry, demand the fulfillment of the supply contract and the compensation of the damage caused by the delay.
If the delivery item is divisible and the supplier is only in default with a partial performance, the right of withdrawal of Four Pack is limited at its option either to this partial performance or to the entire remainder of the non-performed performance.
The declaration of withdrawal can be made within 60 days after knowledge of the circumstances that justify the making of the declaration of withdrawal.

Contractual penalties

The supplier shall pay contractual penalties to Four Pack regardless of the reason for the non-fulfillment or improper fulfillment of the supply contract in the following cases:

In case of non-compliance with the deadline for the execution of the delivery (or its part) – in the amount of 2% of the gross remuneration determined in the supply contract for each day of delay;
In case of non-compliance with the deadline for the elimination of defects – in the amount of 2% of the gross remuneration determined in the supply contract for each day of delay, calculated from the expiry of the deadline for their removal,
In case of withdrawal from the supply contract by Four Pack or by the supplier for reasons for which the supplier is responsible – in the amount of 20% of the gross remuneration determined in the supply contract,
In case of violation by the supplier of provision letter L) paragraph 2 or letter M) – 1000 EUR for each violation.
The contractual penalties do not exclude the right of Four Pack to claim damages under general conditions, insofar as its value exceeds the amount of the contractual penalty.
Accrued contractual penalties can be deducted from the remuneration of the supplier without additional explanations and payment requests on the part of Four Pack.

Data processing, confidentiality

The personal data of the supplier of Four Pack obtained in the context of the business relationship in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data, on the free movement of such data and repealing Directive 95/46 / EC and the applicable legal provisions, insofar as the data are necessary to achieve the above-mentioned purpose, are stored and processed. The data will – apart from legal or regulatory reporting obligations – only be disclosed to third parties with the consent of the supplier.
Information and data from the business relationship are to be treated confidentially and the supplier is obliged to maintain the confidentiality of the information. Confidential information is all information, materials, documents that Four Pack provides to the supplier before and after the entry into force of the supply contract in writing, orally or in any other form, regardless of whether they are designated as confidential by Four Pack. Confidential information is not information that was publicly available at the time of its acquisition by the supplier or was then made publicly available by Four Pack.

Copyrights

Four Pack reserves the intellectual property, in particular copyrights, to all documents and data provided to the supplier. The documents and data may only be used by the supplier to the extent of the rights of use expressly granted by Four Pack or absolutely necessary for the use of the delivery. In particular, reproductions and the transfer to third parties for own economic purposes are inadmissible.

Place of jurisdiction, applicable law, place of performance
If the supplier is a merchant, the place of jurisdiction is the registered office of Four Pack; however, Four Pack is entitled to sue the supplier also at its general place of jurisdiction.
These GTC and the supply contracts concluded under them shall be governed by the law of the Federal Republic of Germany.
Unless otherwise stated in the supply contract, the place of performance for the deliveries as well as the payments to be made to Four Pack is the registered office of Four Pack.

Severability clause

Should one or more provisions of these terms and conditions be or become invalid or should the contract contain a loophole, this shall not affect the validity of the remaining provisions. In this case, the parties to the supply contract undertake to replace the invalid provisions with such provisions that come closest to the intended purpose of the contract. This also applies to partial provisions that can be deleted without the remaining part losing its regulatory content. The invalid or incomplete provision shall be replaced by law and jurisprudence.

Entry into force

As of August 2021

General terms and conditions of cooperation with suppliers of goods and services for FOUR PACK GmbH

Definitions

For the purposes of these General Terms and Conditions of Cooperation with Suppliers of Goods and Services for FOUR PACK GmbH, the following terms shall have the meanings set out below:

1. Four Pack – Four Pack GmbH with its registered office in Hude (Germany), Wiechmannsallee 3, 27798 Hude / Altmoorhausen, entered in the register of companies kept by the Court in Oldenburg under number HRB 205716, VAT ID: DE 276619594, www.four-pack.de;
2. Supplier/s – entrepreneur to whom Four Pack places an order for the execution of a delivery;
3. General Terms – these General Terms and Conditions of cooperation with suppliers of goods and services for Four Pack;
4. Delivery – delivery and sale of movables or rights, as well as the provision of services or performance of works for Four Pack by the Supplier;
5. Subject of delivery – services provided by the Supplier that are the subject of the Delivery;
6. Order – an order from Four Pack for Delivery (delivery order), constituting an offer from Four Pack to conclude a Delivery Agreement,
7. Delivery Agreement – a Delivery Agreement concluded between Four Pack and the Supplier;
8. Written form – in the General Terms and Conditions also referred to as “in writing” and equivalent terms – the written form is maintained in the case of written, telex or electronic transmission, even if the document is not signed, provided that the e-mail message contains data that duly identifies the sender (name, telephone number) and an address that contains the company domain of the Supplier or Four Pack.

Scope of application, conclusion of the agreement
1. The General Terms and Conditions are an integral part of each Order.
2. The General Terms and Conditions are accepted upon conclusion of the Delivery Agreement, unless the Supplier expressly objects to the application of the General Terms and Conditions in writing before the conclusion of the Delivery Agreement.
3. The delivery agreement is concluded when the Supplier accepts (confirms) the Order or takes actions resulting from the Order, or when Four Pack accepts the offer submitted by the Supplier as a result of placing the Order. It is assumed that upon conclusion of the Delivery Agreement, the Supplier irrevocably accepted the General Terms and Conditions in an unchanged state.

1. In the event of contradictions and gaps, the individual arrangements of Four Pack and the Supplier shall apply in the first place, followed by: the terms set out in the Delivery Agreement, the General Terms and Conditions and the provisions of law.
2. The Supplier’s general terms and conditions, contract templates or other equivalent documents shall not apply, even if they have been provided to Four Pack in writing or otherwise and Four Pack has not objected to their application.
3. Verbal arrangements, deviations from these General Terms and Conditions and their additions and exclusions require written confirmation to be valid.
4. All arrangements, declarations and obligations related to the Delivery Agreement require the Written Form to be valid.
5. Four Pack reserves the right to change the General Terms and Conditions. In such a situation, information about the change to the General Terms and Conditions will be published on the Four Pack website – www.four-pack.de – within 21 days before the planned changes come into force, together with the content of the amended General Terms and Conditions.

Orders

1. The Order should specify at least the most important elements of the Delivery Agreement, i.e. the Subject of Delivery, the quantity of goods or services delivered, the price, the Delivery date and the Delivery location, unless the General Terms and Conditions provide otherwise.
2. All declarations of will contained in the Order are binding on the parties. In addition, Four Pack declares that the persons making declarations of will in the form of an Order on behalf of Four Pack are authorized to make such declarations, unless it can be demonstrated that this declaration was made by a named unauthorized person who, as an alleged attorney, is liable for such an act.
3. The order should be placed with the supplier in Written Form, unless the Supplier also provides for other forms.
4. Orders sent to the e-mail address, fax number or other means of communication provided by the Supplier for the purpose of contacting contractors shall be deemed to have been received by the Supplier with all the consequences resulting therefrom.
5. The order should be confirmed by the Supplier within 7 days in the same form in which it was placed. Commencing activities related to the execution of the Order is equivalent to confirmation of the Order by the Supplier. Confirmation made after the above deadline is not binding on Four Pack.
6. As a general rule, the content and scope of the Delivery Agreement is determined solely by the content of the Order and the General Terms and Conditions. Proposals from the Supplier containing elements deviating from the content of the Order are considered a new offer from the Supplier, which becomes binding only after express written acceptance by Four Pack. Confirmations of offers from the Supplier by Four Pack, containing elements deviating from the Supplier’s offer, shall be considered a new Order.

Deliveries
1. The Supplier performs the Delivery on the basis of the Delivery Agreement and the General Terms and Conditions.
2. By concluding the Delivery Agreement, the Supplier confirms that it has the knowledge, experience and technical resources necessary for the proper performance of the Delivery Agreement, that the Delivery of the Subject of Delivery is within the scope of its business activities and that its performance of the Delivery Agreement does not violate the rights of third parties.
3. The Supplier is obliged to deliver the Subject of delivery to Four Pack at its own expense, within the time limit specified by Four Pack, unless the Delivery Agreement provides otherwise.
4. The Supplier is obliged to strictly adhere to the designated Delivery date. If the Supplier is unable to meet the Delivery date, it is obliged to immediately notify Four Pack, stating the reasons for the delay and the expected duration of the delay. In such a case, Four Pack may withdraw from the Delivery without incurring any costs in this respect. Four Pack is obliged to immediately notify the Supplier of the withdrawal from the Delivery, no later than 3 days after notification of the delay.
5. If the shipment of the Subject of delivery or the receipt of the Delivery is delayed for reasons attributable to the Supplier, it will be charged with the costs incurred by Four Pack as a result of the delay.
6. If the Supplier delays the commencement of production or the completion of the Subject of delivery to such an extent that it seems unlikely that it will be able to complete the Delivery on time, Four Pack may withdraw from the Delivery Agreement before the date of its performance, without setting an additional deadline for the performance of the Delivery.
7. If the Supplier for any reason fails to meet the deadline for the performance of the Delivery Agreement, Four Pack may, regardless of other rights to which it is entitled, commission a third party to perform the Delivery Agreement at the Supplier’s expense and risk (hereinafter referred to as: “Substitute Performance”), provided that the Substitute Performance does not exclude claims for damages in the amount of the damage incurred by Four Pack. The condition for commissioning Substitute Performance is to first request the Supplier, in Written Form, to properly perform the Delivery Agreement within a period of not less than 3 days.
8. After receiving the Delivery, Four Pack is entitled to check the Delivery by means of quantitative and qualitative tests, in terms of the correctness of the performance of the Delivery Agreement. Four Pack has the right to check all elements of the Delivery, as well as its individual elements.
9. The risk of loss or damage and the burdens and benefits associated with the Delivery shall pass to Four Pack upon the takeover of the Subject of delivery by Four Pack, unless the Delivery Agreement provides otherwise.
10. Partial deliveries are permitted, provided that this is justified from Four Pack’s point of view.

Change in remuneration

1. If the parties have agreed on a lump-sum payment, the Supplier may not demand an increase in remuneration, even if the scope or costs of performing the Delivery were not foreseeable at the time of concluding the Delivery Agreement.
2. The remuneration includes all costs related to the performance of the Delivery Agreement, including the Supplier’s risk related to its incorrect estimation of the costs related to the performance of the Delivery Agreement and all fees, taxes, duties and other public charges related to the performance of the Delivery Agreement, as well as any costs of remuneration for the transfer by the Supplier to Four Pack of intellectual property rights, granting licenses, consents and authorizations. Underestimation, omission or improper recognition of the scope of the Delivery Agreement does not entitle the Supplier to demand a change in the amount of remuneration specified in the Delivery Agreement.
3. If the Supplier’s remuneration is determined on the basis of a list of planned works and estimated costs (remuneration according to the cost estimate) and if the prices or rates used to calculate the cost estimate have changed as a result of an order from the competent state authority during the performance of the Delivery cost estimate, then each party may demand an appropriate change in the agreed remuneration. However, this does not apply to payments for materials or labor costs made before the change in prices or rates. If, in such cases, it becomes necessary to significantly increase the remuneration in relation to the original cost estimate, Four Pack may withdraw from the Delivery Agreement, provided that the withdrawal should take place immediately and the Supplier will be entitled to remuneration in the part corresponding to the Delivery performed. The Supplier may not demand an increase in remuneration if it has performed additional work without obtaining Four Pack’s consent.

Payment
1. The basis for the Supplier to issue a VAT invoice is the acceptance report of the Subject of delivery signed by Four Pack, to which Four Pack has not raised any objections, and, in the case of delivery of goods, the relevant transport document, signed by an authorized representative of Four Pack, to which the supplier is obliged to attach the VAT invoice together with its copy.
2. Only receipt by Four Pack of a correctly issued VAT invoice, in accordance with paragraph 1 above, and delivery of the documents required under the Delivery Agreement leads to the creation of an obligation to pay on the part of Four Pack, subject to paragraph 3 below.
3. In the event of non-compliance of all or part of the Delivery with the Delivery Agreement, payment for a specific invoice may be suspended in whole or in part (depending on the value of the Delivery made in violation of the Delivery Agreement) until the Delivery is properly performed.
4. The remuneration due to the Supplier for the proper performance of the Delivery Agreement is payable after acceptance of the Subject of delivery by Four Pack and in accordance with the General Terms and Conditions, on the basis of invoices issued by the Supplier, unless the Delivery Agreement expressly provides for the possibility of issuing invoices before the Delivery is performed or after the agreed part of the Delivery has been performed.

1. If the price is not specified in the Order, the Supplier shall determine the price before commencing the execution of the Order and shall commence the execution of the Order only if Four Pack gives written consent to the determined price.
2. The Supplier may not transfer its claim (assignment) against Four Pack to a third party without the written consent of Four Pack.
3. The Supplier may not set off claims against Four Pack with mutual claims without the written consent of Four Pack.
4. Within 14 days of Four Pack’s relevant request, the Supplier is obliged to provide Four Pack with the original of the Supplier’s tax residence certificate. All consequences of not having the certificate described above shall be borne by the Supplier.

Materials
1. The Supplier performs the Subject of delivery from its own material, unless otherwise specified in the Order.
2. If the materials for the production of the Subject of delivery are supplied by Four Pack, the Supplier is obliged to use them correctly and submit an invoice and return the unused part.
3. If the material supplied by Four Pack is not suitable for the proper production of the Subject of delivery or if there are other circumstances that may disrupt the proper production, the Supplier is obliged to immediately inform Four Pack of this fact in writing.
4. If Four Pack itself has supplied the material, in the event of withdrawal from the Delivery Agreement or entrusting the performance of the Subject of delivery to another person, Four Pack may demand that the Supplier return the material and hand over the commenced work.

Supplier’s obligations

The Supplier’s obligations include in particular:

1. 1. Performance of the Delivery Agreement with due diligence, in accordance with its provisions, as well as with technical documentation, the principles of technical knowledge, applicable regulations, permits and industry standards, using materials that meet the appropriate technical standards and are approved for sale and use;
  2. Performance and delivery of the Subject of delivery within the indicated deadline;
  3. Timely notification of Four Pack of the current status of the Delivery Agreement; Regardless of Four Pack’s request for information from the Supplier, the Supplier is always obliged to inform Four Pack of any circumstances that may affect the Supplier’s failure to meet the deadline for the performance of the Delivery Agreement;
  4. Ensuring equipment (machines and devices) necessary for the performance of the Delivery and meeting all relevant requirements of applicable regulations;
  5. Timely removal of defects in the Subject of delivery;
  6. Releasing Four Pack from any claims of third parties arising in connection with the performance, non-performance or improper performance of the Supplier’s obligations under the Delivery Agreement;
  7. Enabling, at each request of Four Pack, to check the current status of the execution of the Order at the Supplier’s premises or in any other place that the Supplier uses to execute the Order. The Supplier is obliged to allow Four Pack’s representative to audit the part of the Subject of delivery performed so far, as well as the production process in which the Subject of delivery is created or is to be created. During the audit, Four Pack’s representative is entitled to draw the Supplier’s attention to any defects in the Subject of delivery or the technological process, and the Supplier is obliged to remove these defects. Four Pack undertakes to notify the Supplier of its intention to carry out an audit no later than 3 working days before the date of the audit.

Claims for defects
1. If the subject of delivery is manufactured by the Supplier in a defective manner or in violation of the Delivery Agreement, Four Pack may demand that the Supplier change the production method, setting the Supplier an appropriate deadline. After the expiry of the set deadline, Four Pack may withdraw from the Delivery Agreement or entrust the repair or further performance of the Subject of delivery to a third party – at the Supplier’s expense and risk.
2. If the Subject of delivery is defective, Four Pack may demand that it be replaced with one free from defects or that the defect be removed. The above does not affect Four Pack’s right to reduce the price or withdraw from the Delivery Agreement.
3. Four Pack is obliged to immediately notify the Supplier in Written Form of the occurrence of a defect, but no later than within 5 days from the date of detection of the defect. In the above-described complaint notification, Four Pack is obliged to describe the defect and present the desired solution to the problem.
4. The Supplier is obliged to immediately confirm receipt of the complaint notification in Written Form. If the Supplier does not confirm receipt of the notification within 1 working day from its submission by Four Pack, receipt of the notification shall be deemed confirmed by the Supplier after the expiry of this deadline.
5. The Supplier is obliged to remove the defects reported by Four Pack within 5 working days from the date of their notification, unless Four Pack gives written consent to another deadline for removing the defects.
6. If the Supplier refuses to remove the defect in the Subject of delivery or its part, does not remove it within the set deadline or makes an incorrect repair of the Subject of delivery, Four Pack is entitled to remove the defect at the Supplier’s expense and risk, independently or through a third party.
7. The Supplier is obliged to remove the defect in the place where the defective Subject of delivery or its part is located or to collect the defective movable item at its own expense from the place where it was located at the time of detection of the defect. If the replacement or repair requires additional activities, such as disassembly, the Supplier is obliged to perform the above-mentioned activities at its own expense within a deadline agreed with Four Pack, unless Four Pack gives written consent to carry out the above-mentioned activities with its own resources at the Supplier’s expense.
8. At Four Pack’s request, the Supplier is obliged to collect the defective Subject of delivery from Four Pack and remove the effects of such collection or the effects of re-Delivery. In the event of unjustified refusal to accept defective goods by the Supplier and remove the above-mentioned effects, the defective goods will be stored by Four Pack at the Supplier’s expense and risk.
9. If the Subject of delivery is defective, Four Pack may make a declaration of price reduction or withdrawal from the Delivery Agreement, unless the Supplier immediately and without significant inconvenience to Four Pack replaces the defective Subject of delivery (or part of the Subject of delivery) with one free from defects or immediately removes the defect. This limitation does not apply if the Subject of delivery has already been replaced or repaired by the Supplier or the Supplier has previously failed to fulfill the obligation to replace the Subject of delivery with one free from defects or remove the defect. The reduced price must remain in such a proportion to the contract price as the value of the defective item remains in relation to the item free from defects.
10. Without prejudice to other provisions of the General Terms and Conditions, the Supplier releases Four Pack from liability for defects in the subject of Delivery, in particular by refunding or paying any penalties, damages and costs incurred, including the costs of court and administrative proceedings.

Withdrawal from the Delivery Agreement
1. As long as the Subject of delivery has not been manufactured or completed, Four Pack may withdraw from the Delivery Agreement at any time and is obliged to pay the agreed remuneration. However, in such a case, Four Pack may deduct from the remuneration what the Supplier has saved due to the withdrawal from the performance of the Subject of delivery.
2. In the event of a delay in the performance of the Delivery Agreement or defective performance of the Delivery Agreement by the Supplier, Four Pack may set the Supplier an additional deadline of at least 7 days to perform the Delivery Agreement, subject to Four Pack’s right to withdraw from the agreement. In such a case, Four Pack is released from the obligation to pay the Supplier the remuneration due. Four Pack may also demand performance of the Delivery Agreement and compensation for damage caused by the delay without setting an additional deadline for performance of the Delivery or after its expiry.
3. If the Subject of delivery is divisible and the Supplier is late in performing only part of the Subject of delivery, Four Pack’s right to withdraw from the Delivery Agreement is – at Four Pack’s option – limited to that part of the Subject of delivery in respect of which the Supplier is in delay, or to the entire remaining unperformed part of the Subject of delivery.
4. A declaration of withdrawal from the Delivery Agreement may be made within 60 days of the date on which the circumstances justifying the making of such declaration are discovered.

Contractual penalties
1. Regardless of the reason for non-performance or improper performance of the Delivery Agreement, the Supplier is obliged to pay Four Pack a contractual penalty in the following cases:
  1. in the event of failure to meet the deadline for performance of the Delivery (or part thereof) – in the amount of 2% of the gross remuneration stipulated in the Delivery Agreement – for each day of delay;
  2. in the event of failure to meet the deadline for removal of defects – in the amount of 2% of the gross remuneration specified in the Delivery Agreement – for each day of delay, counted from the expiry of the deadline set for removal of defects,
  3. in the event of Four Pack or the Supplier withdrawing from the Delivery Agreement for reasons attributable to the Supplier – in the amount of 20% of the gross remuneration stipulated in the Delivery Agreement,
  4. in the event of the Supplier’s breach of the provision of letter L paragraph 2 or letter M of these General Terms and Conditions – EUR 1000 for each violation found.
2. Four Pack reserves the right to claim compensation on general principles in the event that the amount of the contractual penalty does not cover the actual damage suffered by Four Pack.
3. Accrued contractual penalties may be deducted from the Supplier’s remuneration without additional declarations or payment requests from Four Pack.

Data processing, confidentiality
1. The Supplier’s personal data obtained in connection with the conclusion and performance of the Delivery Agreement are stored and processed by Four Pack in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC and applicable law, provided that such data are necessary for the above purpose. Data obtained by Four Pack will not be transferred to third parties without the Supplier’s consent, unless Four Pack is obliged to transfer them in order to fulfil a statutory obligation imposed on it.
2. Information and data obtained by the Supplier about Four Pack in connection with the performance of the Delivery Agreement must be treated as confidential and the Supplier is obliged to keep them secret. Confidential information means all information, materials, documents that Four Pack makes available to the Supplier in writing, orally or in any other form before and after the entry into force of the Delivery Agreement, regardless of whether they are marked as confidential by Four Pack. Confidential information does not include information that was publicly available at the time it was obtained by the Supplier or that was subsequently made publicly available by Four Pack.

Four Pack reserves intellectual property, in particular copyrights, to all documents and data provided to the Supplier. The documents and data may be used by the Supplier only to the extent of the fields of exploitation expressly granted by Four Pack or absolutely necessary for the performance of the Delivery. In particular, any kind of reproduction and transfer of the aforementioned materials to third parties for their own economic purposes is prohibited.

Jurisdiction of the court, applicable law, place of performance of the Delivery

1. If the Supplier is an entity conducting business activity, the court having jurisdiction in the event of a dispute regarding the performance of the Delivery Agreement shall be the court having jurisdiction over the registered office of Four Pack; however, Four Pack also has the right to bring an action against the Supplier in the court having jurisdiction over the registered office of the Supplier.
2. These General Terms and Conditions and Delivery Agreements concluded on their basis shall be governed by the law of the Federal Republic of Germany.
3. Unless otherwise stipulated in the Delivery Agreement, the place of performance of Deliveries and payments for the account of Four Pack is the registered office of Four Pack.

Severability clause

If one or more provisions of these General Terms and Conditions is or becomes ineffective or if the Delivery Agreement contains a loophole, this shall not affect the validity of the remaining provisions. In such a case, the parties to the Delivery Agreement undertake to replace the ineffective provisions with provisions that in their content will most closely correspond to the intended purposes of the agreement. This also applies to partial provisions that can be removed without losing the regulatory content in the remaining part. The ineffective or incomplete provision will be replaced by law and case law.

Entry into force

Status August 2021