Business and delivery conditions

General Terms and Conditions of Sale and Delivery

General Terms and Conditions of Sale and Delivery of Nordwerk Verpackungen GmbH & Co. KG

Section 1 Scope of Application

1) The deliveries, services and offers of Nordwerk Verpackungen GmbH & Co. KG (hereinafter “us”, “we” or “NORDWERK”) are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relationships, even if not expressly agreed again.

2) These General Terms and Conditions of Sale and Delivery apply exclusively to entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB). In the course of the business relationship, NORDWERK supplies exclusively customers who acquire the packaging for the purposes of their commercial or independent professional activity; sales to consumers within the meaning of Section 13 BGB are not made on the basis of these terms.

3) General terms and conditions of the buyer or of third parties which deviate from these General Terms and Conditions or from special agreements shall not be binding on us, even where the buyer refers to them and we have not expressly objected in an individual case, unless we have expressly agreed to their applicability in writing.

4) The parties submit to the GKV Testing and Assessment Clause (“GKV Prüf- und Bewertungsklausel”) for polyethylene films and products made therefrom, as issued by the Fachverband Verpackung und Verpackungsfolien im GKV (German Packaging and Packaging Film Trade Association) in its version in force from time to time and deposited with the German Federal Institute for Materials Research and Testing (Bundesanstalt für Materialprüfung) in Berlin. The GKV Testing and Assessment Clause shall apply correspondingly to other film products. The provisions will be made available to the customer in text form upon request.

Section 2 Offer and Scope of Services

1) Information in catalogues, on the internet or in other media does not constitute a binding offer; the contract is only formed upon our acceptance (order confirmation). The scope of the contractually owed performance shall be determined exclusively by our order confirmation.

2) Our offers are always subject to change without notice (“freibleibend”). A particular quality or characteristic of the goods is only agreed if expressly stated as such by us or if it is beyond doubt from the nature of the matter. Section 3 shall also apply. Nordwerk Verpackungen GmbH & Co. KG shall be bound by specifically prepared offers for 30 calendar days.

3) Orders require our written confirmation to be legally effective.

4) All agreements made between Nordwerk Verpackungen GmbH & Co. KG and the buyer for the purpose of performing this contract shall be recorded in writing.

5) We will only produce goods printed with a company name, trademark or the mark of a take-back/disposal system on the basis of an express written agreement. The customer warrants that it holds the relevant licences and shall indemnify us against all claims arising from the use of such marks in the event of any claim being made against us.

6) The packaging delivered is supplied unfilled to commercial customers. No system participation (“Systembeteiligung”) has taken place under the German Packaging Act Implementation Act (VerpackDG). The purchaser is obliged to register and participate the packaging itself, in accordance with its intended use. Delivery as pre-participated service packaging (“vorbeteiligte Serviceverpackung”) shall only take place pursuant to an express written agreement.

Section 3 Tolerances

1) Unless specific tolerances have been agreed in an individual case, deviations in dimensions or weight shall be governed by the “Provisions of the GKV Testing and Assessment Clauses for Polyethylene Films and Products Made Therefrom” of the Fachverband Verpackung und Verpackungsfolien im GKV, in the version in force from time to time, deposited with the Bundesanstalt für Materialprüfung in Berlin.

2) Samples provided by us shall be deemed representative examples of the quality, material and characteristics of a product. Our finished products may deviate therefrom to a customary and immaterial extent. Statements made by us regarding dimensions, characteristics and intended use of the products shall, unless expressly designated as binding or made part of the contract in writing, be non-binding; characteristics expressly agreed between the parties shall remain unaffected. Section 9.5 shall apply.

3) Unless the customer gives specific instructions, execution shall be carried out using materials customary in the trade and according to the usual and known manufacturing processes. For all plastic products we reserve the right to quality variations consistent with the state of the art and customary in the trade.

4) The customer must expressly notify us if the packaging is to be used for foodstuffs. If the customer fails to do so, it may not assert any defect claims in this respect.

5) Recycled raw materials or degradable films may show minor, trade-customary batch-to-batch variations in composition, colour, purity, odour and physical properties. Such immaterial deviations shall not entitle the customer to a defect claim, provided the agreed fitness for use of the goods is not thereby impaired.

6) We reserve the right to over- or under-deliver by up to 10%. The customer shall be invoiced for the quantity actually delivered. No supplementary delivery may be demanded in the event of under-delivery, nor may any return be demanded in the event of over-delivery.

Section 4 Prices, Reservation of Price Changes and Payment Terms

1) Our prices are exclusive of packaging and transport costs and of statutory value added tax, unless otherwise agreed.

2) Unless otherwise agreed, payment shall be made free of charges and in full prior to delivery of the goods, without deduction, upon receipt of the payment request. Where a payment term is agreed by way of derogation from this, the statutory provisions on default, together with paragraph 4 below, shall apply in the event of late payment.

3) Where the agreed delivery takes place more than four months after conclusion of the contract, we shall be entitled to adjust our prices to the extent that our costs for manufacturing the goods have changed since the conclusion of the contract, in particular as a result of changes in raw material or crude oil prices, energy costs, customs duties, freight costs or exchange rates. If such cost factors increase, we shall be entitled to a corresponding price increase; if they decrease, we shall be obliged to grant the customer a corresponding price reduction. We will demonstrate the cost change and its effect on the price to the customer in a comprehensible manner upon request.

4) Notwithstanding any differing instructions of the buyer, we are entitled to apply payments first against its older debts and will inform the buyer of the manner in which the set-off was made. If costs and interest have already accrued, we are entitled to apply payment first to costs, then to interest, and lastly to the principal claim.

Section 5 Delivery Period and Call-Off

1) The delivery period shall be agreed separately. For individually printed goods, an agreed delivery period shall not commence until receipt of the customer's print approval.

2) In the event of unforeseeable impediments to performance beyond our control, such as force majeure, strikes, operational disruptions at our own business or that of an upstream supplier, transport difficulties or similar, as well as governmental measures such as customs inspections, the delivery period shall, where these prevent us from performing our obligations in due time, be extended by the duration of the impediment. We will provide evidence of this to the customer upon request.

3) Call-off orders (annual call-offs) must be taken up within the agreed period; upon expiry of that period, quantities not yet taken up shall be invoiced and become due for payment. The maximum period is 12 months. The period commences on the date or event stated in the order confirmation, but at the latest upon our notice of readiness or availability.

Section 6 Shipment and Passing of Risk

1) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer as soon as we have handed over or delivered the goods to the carrier, freight forwarder or other person or entity designated to carry out the transport/dispatch. Where dispatch is delayed at the buyer's request, risk shall pass upon notification of readiness for dispatch.

2) For as long as the buyer is in arrears with a due and undisputed, or a legally established, obligation arising from its business relationship with us, our obligation to deliver shall be suspended for all outstanding deliveries to that buyer.

Section 7 Retention of Title / Printing Plates

1) We retain title to the goods until the purchase price has been paid in full. We are entitled to exercise our rights under this retention of title without withdrawing from the contract.

2) The buyer is entitled to resell and process the goods subject to retention of title in the ordinary course of business. Any processing or transformation of the goods subject to retention of title by the buyer shall always be carried out for us as manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without creating any obligation on our part; the processed goods shall be deemed goods subject to retention of title within the meaning of these terms. Where the goods subject to retention of title are processed or inseparably mixed with other items not owned by us, we shall acquire co-ownership of the new item in the proportion that the invoice value of the goods subject to retention of title bears to the other processed items. The buyer hereby already now assigns to us, by way of security, the claims arising from the resale of the goods subject to retention of title against its customers in the amount of the invoice value agreed between us; we accept this assignment. The buyer remains authorised to collect the claim in addition to us for as long as it duly meets its payment obligations towards us. In the event of any seizure or other third-party interference with the goods subject to retention of title or the assigned claims, the buyer shall notify us in writing without delay and provide us with the documents required to protect our rights. We undertake to release the security to which we are entitled, at the buyer's request, to the extent that its realisable value exceeds the claims to be secured by more than 10%; the selection of the security to be released shall be at our discretion.

3) Printing plates (“Klischées”) shall remain our property until the expenses incurred by us in their manufacture have been paid in full. They will, upon full settlement of these expenses, be sent to the customer at the customer's request; the customer shall bear the shipping costs.

Section 8 Inspection of the Goods / Notice of Defects

1) It is the customer's responsibility to examine whether the goods ordered are fit for the purpose intended by the customer. We can only take into account specific requirements applicable to the ordered goods under statutes and/or regulations if the customer has notified us of these in writing at the latest with its order.

2) The customer must inspect the goods within 48 hours of receipt for any transport damage or other defects and must notify us of any such damage or defects within a further 24 hours; the inspection must cover the size, thickness and tear resistance of the goods as well as the print image. Defects discovered later must likewise be notified within 24 hours of discovery. For the notice to be timely, it is sufficient for it to be dispatched in time by letter (the postmark being decisive), fax (the fax transmission record being decisive) or e-mail. The above examination and notice obligations concretise Section 377 of the German Commercial Code (HGB) and apply as between merchants (Kaufleute).

Section 9 Defect Claims / Liability

1) The customer's statutory rights in respect of defects presuppose that it has duly complied with its examination and notice obligations under Section 8. Otherwise, all defect claims shall be excluded.

2) We are liable in accordance with statutory provisions for damages as follows: (a) in the event of a culpable breach of a material contractual obligation, liability for damages is limited to the foreseeable damage typical for this type of contract, unless the breach was committed intentionally; (b) for other breaches of duty, we are liable only for intent or gross negligence, including intent and gross negligence of our representatives and vicarious agents. In the case of grossly negligent breach only, liability is limited to the foreseeable damage typical for this type of contract.

3) Liability for culpable injury to life, body or health remains unaffected; this also applies insofar as liability arises under the German Product Liability Act.

4) The quality of the raw materials supplied to us affects the quality of the product we manufacture. We are therefore not responsible for quality changes resulting from changes in raw material quality, provided we have selected the raw materials and reviewed their specification with the care customary in the trade. Paragraphs 2 and 3 remain unaffected.

5) Defect claims relating to the interaction between the packaging and the filling goods, or vice versa, may not be raised where the buyer has not, prior to placing the order, expressly drawn attention to particular characteristics of the filling goods and given us the opportunity to comment. Liability for the suitability of the films and the articles made from them for particular purposes is excluded. The buyer is solely responsible for the suitability of the filling goods. Paragraphs 2 and 3 remain unaffected.

6) Without prejudice to liability under paragraphs 2 and 3, our liability for damages is limited in amount to the value of the delivery of goods affected by the relevant event giving rise to the damage.

7) There shall be no defect claims or liability where the goods have been printed at the customer's request and the colour, print image etc. correspond to the sample approved or specified by the customer.

8) The limitation period for the customer's defect claims is 12 months, calculated from receipt of the goods; this shall not apply insofar as we have fraudulently concealed the defect or assumed a guarantee as to quality, nor to claims based on intent.

Section 10 Final Provisions

Should any provision of these special terms be or become invalid for any reason, the validity of the remaining provisions shall remain unaffected. The parties are obliged to replace the invalid provision with one that corresponds to the purpose of the invalid provision, in particular with regard to its economic effect.

(Goodwill) Returns

Where we accept a return of goods without being legally obliged to do so, this is done purely as a matter of goodwill and without acknowledgement of any legal obligation. We expressly reserve the right to return goods sent back to us, which we are not obliged to take back, to the customer at the customer's expense, or to invoice the customer for costs we incur in handling such goods.

Goods which we are not obliged to take back will under no circumstances be accepted by us where the goods

●        were sent in without an RMA number having previously been requested from us,

●        are not fit for sale because the goods and/or their packaging are, for example, damaged, have labels affixed, or have been written on,

●        bear a best-before date of less than twelve months,

●        were purchased specifically for the customer, or

●        were delivered to the customer more than 4 weeks previously.

Section 11 Governing Law

German law shall apply; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The exclusive place of jurisdiction is Mölln, provided the buyer is a merchant (Kaufmann). The language of the contract is German.

Section 12 Data Protection

Information on the processing of personal data in connection with the business relationship can be found in our privacy policy at https://www.nordwerk-verpackungen.de/en/privacy-policy.

Stand 01.09.2026