General Terms and Conditions

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

A. Terms

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 based in Hude (Germany), Wiechmannsallee 3, 27798 Hude / Altmoorhausen, registration court: Oldenburg, registration number: HRB 205716, sales 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 between Four Pack and its suppliers,
Supply – supply and sale of movable property, rights or provision of services or performance of work for Four Pack by the Supplier
Delivery item – services provided by the supplier which are the subject of the delivery,
Purchase Order – an order placed by Four Pack for delivery (Delivery Order) which is deemed to be an offer by Four Pack to enter into a Supply Agreement,
Delivery Contract – Contract for delivery concluded between Four Pack and the Supplier,
Written form – also referred to in the GTC as “in writing” and equivalent terms – the written form shall be deemed to have been complied with 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 properly identifies the sender (first and last name, telephone number) and uses the address containing the company domain of the suppliers or Four-Pack

B. Scope of application, conclusion of contract

The GTC are an integral part of every order.
Acceptance of the GTC shall take place upon conclusion of the supply 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 amend the GTC. In such a situation, information on the amendment of the GTC will be published on the Four Pack website: four-pack.com within 21 days before the planned amendments come into force, together with the content of the amended GTC.

C. 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.

D. 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 performance of the supply agreement by the Supplier, for whatever reason, notwithstanding any other rights, Four Pack shall be entitled to replace the delivery at the Supplier’s expense and risk, without prejudice to the right to claim damages in the amount of the loss incurred. A prerequisite for the compensation referred to in the preceding sentence is that Four Pack requests the Supplier in writing to fulfill the delivery contract properly 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.

E. 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.

F. Payment

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 Four Pack’s request, the Supplier shall provide Four Pack with the Supplier’s original tax residency certificate. All consequences of the Supplier’s failure to provide the above certificate shall be borne by the Supplier.

G. 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.

H. 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.

I. Claims for defects

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.

J. Resignation

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.

K. 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 the event of non-compliance with the deadline for the removal of defects – in the amount of 2% of the gross remuneration stipulated in the delivery 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.

L. 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 arising from the business relationship shall be treated as confidential and Supplier shall keep such information confidential. Confidential Information means all information, materials, documents provided by Four Pack to Supplier in writing, orally or in any other form before and after the Supply Agreement comes into effect, regardless of whether they are designated as confidential by Four Pack. Confidential Information shall not include any information that was publicly available at the time it was acquired by Supplier or subsequently made publicly available by Four Pack.

M. 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.

N. 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.

O. 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.

As of August 2021