General Terms and Conditions of paul + paul GmbH

§ 1 Scope

(1) All deliveries, services, and offers of paul + paul GmbH (hereinafter referred to as „p + p“) are made exclusively subject to these General Delivery Terms and Conditions. These are an integral part of all contracts concluded by p + p with its contractual partners (hereinafter referred to as „client“) for deliveries or services offered by p + p. They also apply to all future deliveries, services, or offers to the client, even if they are not separately agreed upon again.

(2) The client’s terms and conditions or those of third parties do not apply, even if p + p does not expressly object to their validity in individual cases. Even if p + p refers to a letter that contains the client’s or a third party’s terms and conditions or refers to them, this does not constitute consent to the validity of those terms and conditions.


§ 2 Offer and Conclusion of Contract

(1) All offers from p + p are non-binding and without obligation unless expressly marked as binding or containing a specific acceptance period. Product descriptions in offers, brochures, and on the p + p website are non-binding. The contract between the parties is only concluded with the order confirmation from p + p in written form and to the extent confirmed therein.

(2) The contract concluded between p + p and the client is the sole basis for the legal relationship between p + p and the client and is based on the order confirmation, including these General Delivery Terms and Conditions. The contract reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by p + p before the conclusion of the contract are legally non-binding, and oral agreements between the contracting parties are replaced by the written contract, unless they expressly state that they are binding.

(3) Amendments and modifications of the agreements made, including these General Delivery Terms and Conditions, require written form to be effective. Telecommunication transmission, especially by fax or email, is sufficient to meet the written form requirement.

(4) p + p will create a proof sample (white sample) and a proof PDF from the client’s provided print data to describe and label the delivered item and make it available to the client for review and approval. The client is responsible for checking the proof sample and the print data contained in the proof PDF at their own risk. By approving the proof, the client initiates production. The parties agree that no further review of the proof sample and print data by p + p will take place.

(5) p + p’s specifications regarding the delivered item (e.g., weights, dimensions, utility values, load-bearing capacity, tolerances, and technical data) as well as representations thereof, especially handmade white samples and other models, are only approximate. They are not guaranteed characteristics but descriptions or designations of the delivery or service. Commercially customary deviations and deviations resulting from legal requirements or technical improvements are included. The same applies to the replacement of materials and components with comparable parts as long as they do not impair the usability for the contractually intended purpose.

(6) p + p retains ownership or copyright to all offers and cost estimates submitted by p + p, as well as drawings, die-cutting contours, white samples, print data, illustrations, calculations, brochures, catalogs, models, tools, and other documents and tools provided to the client. The client may not make these items available to third parties, disclose them, use them, or reproduce them, either itself or through third parties, without the express consent of p + p. Upon request by p + p, the client must return these items in full to p + p and destroy any copies made, if they are no longer needed by the client in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. This does not apply to the storage of electronically provided data for the purpose of normal data backup.


§ 3 Prices and Payment

(1) Deliveries are made at the prices stated in the order confirmation. The mentioned prices are ex works, net, in Euro, excluding packaging, loading, and freight costs, the statutory value-added tax, and in the case of export deliveries, customs duties, fees, and other public charges.

(2) Payments are due, unless otherwise agreed, 30 days after the invoice date (the invoice date is decisive) without any deduction of cash discount. If payment is made within 14 days of the invoice date (the date of payment received in one of p + p’s bank accounts), the client is entitled to deduct a 2% cash discount from the invoice amount. Starting from the 30th day after the due date of the invoice, the client will be in default without further notice. In this case, p + p, subject to all other rights, will charge default interest at a rate of 8 percentage points above the respective base rate of the European Central Bank for late payment. Payments can only be made directly to p + p with fulfillment effect into one of the bank accounts specified on the invoice.

(3) The payment of customary postage is due as an advance payment immediately after invoicing (advance invoice), net and without cash discount, and is to be paid to p + p two working days before delivery.

(4) Offset against counterclaims of the client or retention of payments due to such claims is only permissible to the extent that the counterclaims are undisputed or have been legally established.

(5) p + p is entitled to carry out or provide outstanding deliveries or services only against advance payment or provision of security after the conclusion of the contract, if p + p becomes aware of circumstances that are likely to significantly diminish the creditworthiness of the client and jeopardize the payment of p + p’s outstanding claims by the client under the respective contractual relationship (including other individual orders subject to the same general terms of delivery). The failure to make a timely payment of a previous invoice can also be considered as a risk to creditworthiness.

(6) The client undertakes to promptly and fully inform p + p of their VAT identification number if one has been assigned to them.


§ 4 Delivery and Delivery Time

(1) Deliveries are made ex works.

(2) Any delivery and performance deadlines and dates promised or agreed upon by p + p are always approximate unless a fixed deadline or date has been expressly confirmed. If shipment has been agreed upon (shipment obligation), delivery deadlines and dates refer to the time of transfer to the carrier, freight forwarder, or other third party responsible for transportation. If the client collects the goods themselves (collection obligation), delivery deadlines and dates refer to the time of notification of readiness for shipment or pickup.

(3) p + p, without prejudice to its rights arising from the client’s default, is entitled to request an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period during which the client does not fulfill its contractual obligations to p + p.

(4) p + p is not liable for the impossibility of delivery or for delivery delays caused by force majeure or other events not foreseeable at the time of contract formation (e.g., operational disruptions of any kind, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, labor shortages, energy or raw material shortages, difficulties in obtaining necessary governmental approvals, governmental measures, or non-delivery, incorrect, or untimely delivery by suppliers) that p + p is not responsible for. If such events significantly impede or make it impossible for p + p to deliver or perform and the obstruction is not of merely temporary duration, p + p is entitled to withdraw from the contract. In the case of temporary hindrances, delivery or performance deadlines will be extended or delivery or performance dates will be postponed by the duration of the hindrance plus a reasonable lead time.

(5) p + p is entitled to make partial deliveries if:

  • the partial delivery is usable by the client for the contractual purpose,
  • the delivery of the remaining ordered goods is ensured, and
  • the client does not incur significant additional effort or costs (unless p + p agrees to bear these costs).

(6) If p + p is in delay with a delivery or performance or if delivery or performance becomes impossible for any reason, p + p’s liability is limited to damages in accordance with § 8 of these General Delivery Terms.

(7) If deliveries are made on reusable pallets and the pallets are not returned or exchanged free of charge within three weeks, p + p will charge the client for the unrecovered or unexchanged pallets at the current market price. Ownership of the pallets only transfers to the client after payment of the purchase price.

(8) For production-related reasons, p + p reserves the right to make over or under deliveries of up to 5% of the ordered quantity. Billing will be based on the actual quantity delivered.


§ 5 Erfüllungsort, Versand, Verpackung, Gefahrübergang, Abnahme

(1) Erfüllungsort für alle Verpflichtungen aus dem Vertragsverhältnis ist, soweit nichts anderes bestimmt ist, bei Schickschulden der Versendungsort (Ort der Übergabe an den Spediteur, Frachtführer oder sonst mit dem Transport beauftragten Dritten), bei Holschulden der Ort für den die Abholbereitschaft mitgeteilt wurde.

(2) Die Versandart und die Verpackung unterstehen dem pflichtgemäßen Ermessen von p + p.

(3) Die Gefahr geht spätestens mit der Übergabe des Liefergegenstandes (wobei der Beginn des Verladevorgangs maßgeblich ist) an den Spediteur, Frachtführer oder sonst zur Ausführung der Versendung bestimmten Dritten auf den Auftraggeber über. Dies gilt auch dann, wenn Teillieferungen erfolgen oder p + p noch andere Leistungen übernommen hat. Verzögert sich der Versand oder die Übergabe infolge eines Umstandes, dessen Ursache beim Auftraggeber liegt, geht die Gefahr von dem Tag an auf den Auftraggeber über, an dem der Liefergegenstand versandbereit ist und der p + p dies dem Auftraggeber angezeigt hat.

(4) Lagerkosten ab Gefahrübergang oder mit Ablauf der vertraglich vereinbarten Lagerzeit, trägt der Auftraggeber. Endet die vertraglich vereinbarte Lagerzeit, so wird der restliche Warenwert von p + p umgehend in Rechnung gestellt und die Ware nach vorherigem Avis ausgeliefert.

(5) Bei vertraglicher Vereinbarung einer weiteren Lagerung durch p + p betragen die Lagerkosten je Europalette und angefangenem Monat 8,- €. Diese Kosten werden bei Auslieferung berechnet und sind ohne Abzug 10 Tage nach Rechnungsstellung zur Zahlung fällig. Maßgeblich auch hier ist das Rechnungsdatum.

(6) Die Sendung wird von p + p nur auf ausdrücklichen Wunsch des Auftraggebers und auf dessen Kosten gegen Diebstahl, Bruch-, Transport-, Feuer- und Wasserschäden oder sonstige versicherbare Risiken versichert.

(7) Soweit eine Abnahme stattzufinden hat, gilt die Lieferung als abgenommen, wenn

  • die Lieferung abgeschlossen ist,
  • p + p dies dem Auftraggeber unter Hinweis auf die Abnahmefiktion nach diesem § 5 mitgeteilt und ihn zur Abnahme aufgefordert hat,
  • seit der Lieferung drei Werktage vergangen sind oder der Auftraggeber mit der Nutzung der des Liefergegenstandes begonnen hat und in diesem Fall seit Lieferung drei Werktage vergangen sind und
  • der Auftraggeber die Abnahme innerhalb dieses Zeitraums aus einem anderen Grund als wegen eines von p + p angezeigten Mangels, der die Nutzung der Kaufsache unmöglich macht oder wesentlich beeinträchtigt, unterlassen hat.

(8) Entwürfe, Stanzformen, Druckplatten, Druckwalzen, Prägestempel, Filme und digitale Daten, die von P + P erstellt worden sind, verbleiben in ihrem Eigentum von P + P , es sei denn die Parteien haben ausdrücklich eine hiervon abweichende Vereinbarung getroffen.

(9) Pläne, Zeichnungen, Skizzen, und anderes Eigentum des Auftraggebers, welches dieser zur Auftragserfüllung an P + P übergeben hat, wird auf dessen Risiko bei P + P gelagert und nach Auftragsbeendigung an den Auftraggeber auf dessen Anfordern hin zurückgegeben. Die Lagerung der in Satz 1 genannten Materialien endet zwei Jahre nach Auftragserfüllung. Nach Ablauf dieser Frist ist P + P berechtigt, die genannten Materialien zu vernichten.


§ 5 Place of Performance, Shipment, Packaging, Transfer of Risk, Acceptance

(1) Unless otherwise specified, the place of performance for all obligations arising from the contractual relationship is the place of shipment in the case of shipment obligations (the place of transfer to the carrier, freight forwarder, or other third party responsible for transportation), and in the case of collection obligations, it is the place for which readiness for collection has been notified.

(2) The method of shipment and packaging are at the discretion of p + p.

(3) The risk passes to the client at the latest upon transfer of the delivery item (with the start of the loading process being decisive) to the carrier, freight forwarder, or any other third party designated for shipment. This also applies if partial deliveries are made or if p + p has undertaken other services. If the shipment or transfer is delayed due to a circumstance for which the client is responsible, the risk passes to the client from the day on which the delivery item is ready for shipment, and p + p has notified the client.

(4) Storage costs from the transfer of risk or upon the expiry of the contractually agreed storage period shall be borne by the client. When the contractually agreed storage period ends, the remaining value of the goods will be invoiced by p + p promptly, and the goods will be delivered after prior notice.

(5) If additional storage by p + p is contractually agreed, the storage costs are €8 per Euro pallet and started month. These costs will be invoiced upon delivery and are due for payment without deduction 10 days after the invoice date. The invoice date is decisive.

(6) The shipment will only be insured against theft, breakage, transport damage, fire, and water damage or other insurable risks at the explicit request of the client and at the client’s expense.

(7) If acceptance is required, delivery is deemed accepted when:

  • the delivery is complete,
  • p + p has informed the client of this with reference to the acceptance fiction according to this § 5 and has requested acceptance,
  • three working days have passed since delivery or the client has commenced using the delivery item, and in this case, three working days have passed since delivery, and
  • the client has failed to accept the delivery within this period for a reason other than a defect notified by p + p, which renders the use of the purchased item impossible or substantially impaired.

(8) Drafts, cutting dies, printing plates, printing rollers, embossing stamps, films, and digital data created by p + p remain the property of p + p unless the parties have expressly agreed otherwise.

(9) Plans, drawings, sketches, and other property of the client provided to p + p for the fulfillment of the order will be stored at the risk of the client at p + p and will be returned to the client upon the client’s request after the completion of the order. The storage of the materials mentioned in sentence 1 ends two years after the order is fulfilled. After the expiration of this period, p + p is entitled to destroy the mentioned materials.


§ 6 Warranty, Material Defects

(1) The warranty period is one year from delivery or, if acceptance is required, from acceptance. This period does not apply to the client’s claims for damages arising from injury to life, body, or health or from intentional or grossly negligent breaches of duty by p + p or its agents, which are subject to the statutory limitation periods.

(1a) The warranty period under § 6 (1) does not apply to naturally short-lived promotional materials, especially those containing electronic components or having a short lifespan due to seasonality. In such cases, the warranty period is limited to the usual lifecycle of the contract items.

(2) The delivered items must be carefully inspected by the client or the third party designated by them immediately upon delivery. They shall be deemed approved by the client with respect to obvious defects or other defects that would have been detectable in an immediate, careful examination if P+P does not receive a written notice of defects within five working days of delivery. With regard to other defects, the delivered items shall be deemed approved by the client if P+P does not receive a written notice of defects within five working days from the time the defect became apparent; if the defect was already recognizable by the client during normal use at an earlier time, the earlier time shall be decisive for the start of the notice period. Upon request by p + p, a disputed delivery item must be returned to p + p at no cost. In the case of a valid notice of defects, p + p will reimburse the cost of the least expensive shipping method; this does not apply if the costs increase because the delivery item is located at a location other than the intended place of use.

(3) Warranty claims are excluded if defects or faulty production are attributable to the fact that the client approved defective approval samples and/or print data, according to which the production was carried out.

(4) Furthermore, warranty claims are also excluded for minor or insignificant deviations of the deliveries from the white samples or models provided (e.g., in terms of color, material thickness, and execution) to the extent that such deviations are customary in trade. Whether a deviation in the goods is customary in trade, p + p refers in particular to the specified tolerances in the test catalog of the FFI Fachverband Faltschachtel-Industrie e.V.

(5) Slight deviations from the original in all printing processes are considered contractually provided performance. The same applies to the comparison between proofs and the print run. Prints, samples, or screen views provided by p + p are only intended for data verification and do not have any color binding for printing.

(6) The printing of the EAN bar code is carried out according to the state of the art and in compliance with the relevant implementation rules of the CCG (Schriftenreihe Koorganisation, Spichernstraße 55, 50672 Köln). Further commitments – especially statements about reading results at the point of sale – cannot be given due to possible influences on the barcodes after leaving our factory and the lack of uniform measurement and reading technology. Warranty for reading errors with such EAN code imprints on cartons by p + p is excluded.

(7) In the case of material defects in the delivered items, p + p is obliged and entitled to choose between subsequent performance (remedying the defect or delivering a replacement) within a reasonable period. If this first attempt at subsequent performance fails, p + p is obliged and entitled to a second attempt at subsequent performance under the same conditions as under § 6 (7) sentence 1. If the second attempt at subsequent performance also fails, the client may withdraw from the contract or reduce the purchase price reasonably under the same conditions as under § 6 (7) sentence 1.

(8) If a defect is due to the fault of p + p, the client may claim damages under the conditions specified in § 8.

(9) In the case of defects in materials from other manufacturers that p + p cannot remedy due to licensing or factual reasons, p + p will, at its discretion, assert its warranty claims against the manufacturers and suppliers at the expense of the client or assign them to the client. Warranty claims against p + p for such defects exist under the other conditions and in accordance with these General Delivery Terms only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or, for example, due to insolvency, is futile. During the duration of the legal dispute, the limitation period for the client’s warranty claims against p + p is suspended.

(10) Warranty is void if the client modifies the delivery item without the consent of p + p or has it modified by third parties, and if this makes rectification of defects impossible or unreasonably difficult. In any case, the client shall bear the additional costs of rectification resulting from the modification.

(11) The delivery of used items, agreed upon individually with the client, is made without any warranty for material defects.

(12) The client is solely responsible for ensuring and verifying the suitability of the delivered goods for their intended use and compliance with special regulations, such as food law. The client must therefore examine the conditions for the safe use of p + p products early on and inform p + p of the permissible material or other requirements for use.


§ 7 Intellectual Property Rights

(1) The parties agree that p + p is not obligated to verify the contract item for the existence of third-party rights or to conduct corresponding searches.

(2) The client assumes responsibility and liability in accordance with § 8 of the General Delivery Terms for ensuring that the contract item is free from third-party rights when placed on the market. This does not apply if p + p’s management or the employees responsible for fulfilling the order were positively aware of the existence of third-party rights, such as patents, trademarks, designs, or utility models, during the design or the commencement of the production of the contract item.

(3) If the client violates the obligation under § 7 (2) of these General Delivery Terms, and as a result, p + p is held liable by third parties, the client undertakes to indemnify p + p from such claims and the associated costs.

(4) Each contracting party shall promptly notify the other contracting party in written form if claims for the infringement of third-party rights are asserted against it.


§ 8 Liability

(1) p + p does not provide any warranties. This does not apply to warranties arising from mandatory legal regulations.

(2) The liability of the parties is limited as follows:

(a) Liability is limited to intent and gross negligence, subject to the provisions of § 8 (2) (d) of these General Delivery Terms.

(b) In the case of gross negligence, subject to the provisions of § 8 (2) (d) of these General Delivery Terms, liability is limited in amount to one hundred percent (100%) of the total amount owed by p + p in connection with the relevant order for the relevant breach of duty.

(c) In the case of slight negligence, subject to the provisions of § 8 (2) (d) of these General Delivery Terms, liability of the parties is limited to damages that were foreseeable at the time of contract conclusion and typical for the contract.

(d) The parties are liable regardless of the degree of negligence for any violation of life, body, and health of persons of the other party and, in accordance with the Product Liability Act, for damages arising in connection with or in fulfillment of obligations under the contract. In the same measure, the parties are liable for violations of obligations that are essential for this contractual relationship („cardinal obligations“). Essential obligations include, in particular, obligations whose fulfillment enables the proper execution of the contract in the first place and on whose observance the contracting party can regularly rely and trust. In these cases, the liability of the parties is unlimited.

(3) In the event of data loss caused by p + p, p + p is liable exclusively for the costs of data backup and restoration or the system, which would also have arisen with proper data backup.

(4) The parties are obligated to prevent and mitigate any damage incurred within reasonable limits.

(5) The above liability exclusions and limitations also apply to the benefit of the organs, legal representatives, employees, and other vicarious agents of p + p.

(6) To the extent that p + p provides technical information or acts in an advisory capacity, and this information or advice is not part of the contractually agreed scope of services, it is provided free of charge and without any liability.


§ 9 Retention of Title

(1) Until full payment for the delivery, as well as the payment for all past and future deliveries of goods within the business relationship with the customer, including all ancillary claims, the delivered goods and pallets shall remain the property of p + p (hereinafter referred to as „Reserved Goods“). Checks, bills of exchange, and assignments shall only be accepted for the purpose of fulfillment and shall only be considered as payment upon unconditional redemption.
(2) If the Reserved Goods are processed or incorporated into a new item by the customer, such processing shall be deemed to have been carried out by p + p, without any resulting obligations for p + p. The acquisition of ownership by the customer in accordance with § 950 of the German Civil Code (BGB) is excluded.

(3) If the Reserved Goods are combined, mixed, or packaged with other goods not belonging to p + p, p + p shall acquire co-ownership of the new item or the mixed or packaged stock in proportion to the value of the goods supplied by p + p and the other goods at the time of processing, mixing, or packaging. The customer is obliged to provide p + p, upon request, with its calculation showing the value of the Reserved Goods in relation to its final price to the customer, along with suitable evidence (e.g., internal calculation documents, witnesses).

(4) The customer hereby assigns its claims from the resale of the Reserved Goods, even in the case of resale with other goods not belonging to p + p, to p + p, already now, for a total price equal to the value of the Reserved Goods from p + p plus a 20% security surcharge. The portion assigned to p + p according to these provisions takes precedence over the remaining portion not assigned.

(5) The customer is authorized to resell the Reserved Goods within the normal course of business, on the condition that the customer’s claims from the resale or other use of the Reserved Goods in accordance with paragraph (4) pass to p + p. The customer is not authorized to take any other actions with the Reserved Goods, especially pledging, transferring ownership as collateral, or transferring claims within the scope of factoring contracts. If the Reserved Goods or the claim assigned in accordance with paragraph (4) are seized by a third party or if there is any other interference that endangers the rights or disposal possibilities of p + p, the customer must immediately notify p + p.

(6) Subject to revocation, the customer is authorized to collect the claims assigned to p + p from the resale or other use on behalf of p + p. Payments on the assigned claims must be kept separate for p + p upon receipt and used only to cover the claims of p + p. Upon request, the customer shall disclose the debtors of the assigned claims to p + p and notify the debtors of the assignment in the name of the customer. The customer hereby authorizes p + p to inform debtors of the assignment on behalf of the customer.

(7) The customer shall bear the cost of insuring the Reserved Goods adequately against theft, fire, and other property damage, store them separately, securely, and properly, treat them with care, and mark them as requested by p + p. Claims from an insurance event against the insurance company are hereby assigned to p + p to the extent of the value of the Reserved Goods.

(8) If the customer is in default of payment or experiences financial deterioration or otherwise fails to fulfill essential contractual obligations, p + p may demand the surrender and disposal of the Reserved Goods. Furthermore, the customer shall assign the collection of claims from the sale of Reserved Goods to p + p. The customer shall tolerate the removal of the Reserved Goods and allow p + p to enter its offices and business premises. The customer shall fully support p + p in the collection of claims and provide all necessary information and documents to p + p. These measures shall not be considered as a withdrawal from the contract. However, if p + p has set a deadline and subsequently sells the goods, the customer shall be liable for the difference between the purchase price and the proceeds of sale. In addition, the customer shall bear the costs of repossession. (8) If the value of all collateral exceeds the secured claims by more than 20%, the customer may request the release of collateral at the discretion of p + p.


§ 10 Applicable Law / Jurisdiction

(1) German law applies to the execution of the contractual relationship between p + p and the customer and to all claims arising from or in connection with the order based on these General Delivery Terms. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of international private law is excluded.

(2) For all disputes arising from the contractual relationship between p + p and the customer and all disputes arising from or in connection with the order based on these General Delivery Terms, the courts in Munich shall have exclusive jurisdiction, unless an exclusive statutory jurisdiction is established. § 11 Formal Requirements Any changes and additions to the order or these General Delivery Terms must be made in written form. This also applies to changes to the formal requirement itself.


§ 12 Severability Clause

(1) If individual provisions of the offer or amendments between p + p and the customer or these General Delivery Terms are wholly or partially invalid, the validity of the remaining provisions shall not be affected.

(2) In such a case (§ 12, para. 1), the parties shall replace the invalid provision with a legally valid provision that comes as close as possible to the economic result pursued by the parties with the invalid provision.


As of May 2020