General Terms and Conditions

Allpack GmbH
§ 1 Validity of the terms and conditions
(1)By placing an order, the following terms and conditions of business and delivery are simultaneously recognized as the legal basis for this and any subsequent orders. The following terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services.
(2)These General Terms and Conditions of Business and Delivery shall apply exclusively. Any terms and conditions of the contractual partner that conflict with or deviate from these terms and conditions shall only apply if and insofar as they have been expressly recognized in writing by Allpack GmbH, hereinafter referred to as Allpack. This shall also apply if the contractual partner refers to its general terms and conditions of business or purchase in its offer or order confirmation. Any counter-confirmation by the contractual partner with reference to his terms and conditions is hereby expressly rejected.
(3)If deviations from these General Terms and Conditions of Business and Delivery are to be agreed, these must be in writing.
§ 2 Offers
(1)Allpack’s offers are subject to change and non-binding.
(2)Orders and declarations of acceptance must be confirmed by Allpack in writing or by telex in order to be valid. The same applies to supplements, amendments or subsidiary agreements.
(3)Any information on previous filling goods for used packaging (reconditioned or uncleaned) is non-binding in all cases.
(4)The information on number, content and size are approximate dimensions; deviations of up to 10% upwards or downwards are permitted.
(5) In the case of purchase by sample or model, the characteristics of the sample are only non-binding illustrative pieces which are intended to show the approximate character and type of the goods in general.

§ 3 Minimum technical requirements for the acceptance of used industrial packaging by Allpack
(1)Unless expressly agreed otherwise in writing, the industrial packaging delivered to Allpack must not be in a condition that precludes reconditioning or only allows reconditioning at disproportionate expense.
(2)The industrial packaging must be emptied of residues according to the state of the art (i.e. drip-free, spatula-clean and/or free-flowing). If the industrial packaging has contained toxic and/or strong-smelling filling goods, it must be chemically neutralized or otherwise suitably pretreated and free of product and odor.
(3)Prior to the delivery of industrial packaging with residual contents or residues thereof that occur for the first time within the scope of the respective business relationship, the Contractual Partner shall provide Allpack with the necessary descriptions and safety sheets without being requested to do so, otherwise upon request.
(4)After emptying or pre-treatment, the industrial packaging must be resealed so that it is leakproof. Bung containers must be stored horizontally, lidded containers upright; during transportation, all drums must be stored upright and with the opening facing upwards.
(5)After emptying or pre-treatment, the industrial packaging must be resealed so that it is leakproof. The labeling (product label) must correspond to the last filling material and must not be removed. Filling with
foreign substances is not permitted. The industrial packaging must contain a weatherproof indication of the identity of the supplier in a clearly visible place. Small containers of 30 liters or less (if agreed) must be packed in polybags – to be obtained from Allpack – on which the aforementioned notice must be affixed.

(6)Allpack is entitled to obtain written confirmation from the contractual partner that the above-mentioned conditions have been met before returning the uncleaned packaging.
§ 4 Consequences of non-compliance with the minimum technical requirements
(1)Industrial packaging that does not meet the minimum requirements specified under § 3 may be rejected by Allpack. The resulting costs (including the pro rata transportation costs for delivery and return) shall be borne by the contractual partner. After prior notification by Allpack, the contractual partner reserves the right to collect the goods himself. If the Contractual Partner is in default of acceptance of the return shipment, Allpack may (have) return the justifiably rejected goods to the place of origin at the risk and expense of the Contractual Partner. Alternatively, Allpack may dispose of unsuitable industrial packaging at the contractual partner’s expense. Allpack shall exercise this option at its reasonable discretion if the Contractual Partner makes use of it. In all other respects, the statutory provisions on management without an order shall apply.
(2)This right of rejection shall not apply if Allpack GmbH has accepted the non-compliant condition of the packaging in writing or if invoking the right of rejection would be disloyal due to the particular circumstances of the case. The contractual partner reserves the right to prove this.
(3)Warranty claims and claims for damages in accordance with the general statutory provisions shall remain unaffected by the above provisions of § 4 (1) and (2).

§ 5 Transfer of risk, shipment
(1)Shipment shall be ex warehouse or the respective loading station, in the case of wagonloads free wagon.
(2)The risk shall be transferred to the Contractual Partner upon handover of the goods from Allpack to the carrier, forwarder or collector.
(3)If Allpack transports the goods itself or has them transported on its own behalf, the risk shall be transferred upon delivery of the goods to the destination of the carrier commissioned by Allpack.

§ 6 Payment, default
(1)Unless otherwise agreed, Allpack’s invoices shall be payable without deduction 10 days after invoicing.
(2)Allpack shall be entitled to offset payments against the Buyer’s existing debts first, despite any provisions of the Buyer to the contrary. If costs and interest have already been incurred, Allpack shall be entitled to offset payments first against costs, then against interest and finally against the main service.
(3) A payment shall only be deemed to have been made when Allpack has the amount at its disposal. In the case of checks, payment shall not be deemed to have been made until the check has been cashed.
(4)In the event of default by the Buyer, Allpack shall be entitled to charge interest at a rate of 5% above the respective discount rate of the Deutsche Bundesbank or the European Central Bank from the relevant date.
(5)If the Buyer fails to meet its payment obligations, in particular if a check is not honored or payments are suspended, or if Allpack becomes aware of circumstances that cast serious doubt on the Buyer’s creditworthiness, Allpack shall be entitled to declare the entire remaining debt due and payable, even if performance in lieu of performance has already been accepted. In this case, Allpack may choose to demand advance payments or corresponding securities.
(6)Allpack is entitled to withdraw from the contract if the Buyer is in arrears with a due payment from current or previous transactions in whole or in part.
(7)The Buyer shall only be entitled to offset or withhold payment against undisputed or legally established counterclaims.

§ 7 Delivery and performance time
(1)The dates and deadlines specified by Allpack are non-binding, unless otherwise agreed in writing.
(2)Delays in delivery and performance due to force majeure or events that make delivery considerably more difficult or impossible for Allpack Allpack shall not be responsible for delays in delivery and performance due to force majeure or events that make delivery considerably more difficult or impossible for Allpack – including subsequently occurring difficulties in procuring materials, operational disruptions, strike, lockout, lack of personnel, lack of means of transportation, official orders, delivery difficulties of our suppliers – even in the case of bindingly agreed deadlines and dates. In this case, Allpack shall be entitled to postpone the delivery for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the unfulfilled part
(3)Allpack shall be entitled to make partial deliveries and render partial services at any time.
(4)In the event of reconditioning, the Contractual Partner shall generally not be entitled to a return delivery of the same packaging, but only of reconditioned packaging of the same type. If it is possible to recognize the packaging after reconditioning, the return of the same packaging after reconditioning may be negotiated if the Contractual Partner is particularly interested. Allpack must be informed of this interest in writing without being requested to do so.

§ 8 Warranty
(1)No warranty shall be provided for uncleaned or used packaging materials that have not been reconditioned, unless otherwise agreed in writing.
(2)Liability for leaks, loss or contamination of contents and any consequential damage resulting therefrom shall be excluded.
(3)No liability is assumed for improper storage and weather-related changes, in particular the warping of plastic packaging.
(4)Allpack is not liable for the suitability of the delivered packaging for certain transportation and storage stresses or for certain filling goods, unless Allpack has previously declared the suitability in writing. Allpack’s liability is also excluded in the event that the packaging has been previously cleaned and reconditioned. The responsibility and liability for the compatibility (suitability) between the container (new, used or reconditioned) on the one hand and the filling material on the other shall be borne exclusively by the buyer, unless Allpack has confirmed the compatibility of the container with certain filling materials in writing in advance.
(5)A reduction of the incoming inspection at the Contractual Partner by shifting to corresponding outgoing inspections at Allpack is generally excluded and requires a separate written agreement in each case. In all other respects, the scope of the statutory inspection and complaint obligations of the contractual partner shall not be reduced by a reduction or modification of the incoming goods inspection there.
(6)Allpack must be notified of any defects, including the absence of any warranted characteristics, immediately – in the case of recognizable defects within a period of 7 days after receipt of the goods, in the case of hidden defects immediately after they become apparent. The complaint must be accompanied by a damage report with the necessary information, in particular on the type of filling material and the time of filling.
(7)If the complaint is justified and made in good time, Allpack shall be obliged, at our discretion, to remedy the defect or to make a replacement or subsequent delivery. In the event of failure of two attempts at rectification or a replacement or subsequent delivery, the purchaser may, at his discretion, demand a reduction in payment or rescission of the contract.
(8)The rejected goods may only be returned with Allpack’s consent, unless Allpack has not responded to the complaint within 10 days.
(9)Until a complaint has been settled, the goods complained about may not be removed or altered in any way without our consent. The Buyer is obliged to store the defective goods carefully, to keep them available for inspection and to provide Allpack with a sample upon request. The buyer is not entitled to compensation for storage or other costs.
(10)Defects shall be deemed insignificant if no more than 2% of the packaging delivered by Allpack has such defects.
(11)Only our contractual partners are entitled to warranty rights. They are not assignable.
§ 9 Claims for damages
(1)Claims for damages arising from delay, from impossibility of performance, from culpable breach of secondary contractual obligations, from culpa in contrahendo and from tort are excluded, unless they are based on intent or gross negligence on the part of Allpack or our vicarious agents. In the event of gross negligence, liability shall be limited to compensation for the damage objectively foreseeable for the specific party acting at the time of the damaging act.
(2)In the absence of warranted characteristics, Allpack shall only be liable for damages to the extent that the purpose of the warranty is to protect the Buyer against the damage that has occurred
(3)Claims for compensation for bodily injury or for compensation for damage to privately used items under the Product Liability Act shall remain unaffected by this.
§ Section 10 Retention of title
(1)The goods shall remain our property until all claims, including balances, to which Allpack is entitled on any legal grounds against the Buyer and its affiliated companies now or in the future have been settled.
(2) Processing or transformation shall always be carried out for Allpack as the manufacturer, but without any further obligation for Allpack. If (co-)ownership of Allpack arises through combination or processing, it is hereby agreed that the Buyer’s (co-)ownership of the uniform item shall be transferred to Allpack on a pro rata basis (invoice value). The Buyer shall store Allpack’s (co-)property free of charge.
(3)In the ordinary course of business, the buyer is entitled to resell the reserved goods as long as he is not in arrears with his payments. The pledging or transfer by way of security of goods subject to retention of title is not permitted. The claim arising from the resale or any other legal reason in place of the reserved goods is hereby assigned in full to Allpack by way of security. The Buyer is entitled to revocably collect the claim assigned to Allpack in its own name. The purchaser is obliged to disclose the assignment and to refer to our reservation of title in the event of resale by him. In the event of breach of contract by the Buyer, in particular default of payment, Allpack shall be entitled to take back the reserved goods at the Buyer’s expense or, if applicable, to demand assignment of the claims for return against third parties. The repossession or seizure of the reserved goods by Allpack shall not constitute a withdrawal from the contract, unless the German Instalment Purchase Act applies.
§ 11 Applicable law, place of jurisdiction, partial invalidity
(1)The law of the Federal Republic of Germany shall apply to the Terms and Conditions and the entire legal relationship between Allpack and the Buyer. The uniform international sales law is excluded.

(2)To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Frankfurt District Court or Hanau Regional Court.
(3)Should a provision in these Terms and Conditions of Business and Delivery or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions and agreements.