T&C

Here you find the General Terms and Conditions of PACKSYS GmbH:

General Purchasing Conditions

I. General Provisions, Scope of Application

The purchasing conditions of PACKSYS apply exclusively; conflicting or deviating terms and conditions of the seller/supplier (hereinafter: Supplier) shall not be recognized by PACKSYS, unless PACKSYS has expressly agreed to their validity in writing.
The purchasing conditions of PACKSYS shall also apply if PACKSYS accepts the delivery unconditionally despite being aware of conflicting conditions of the Supplier.
With the first delivery under these purchasing conditions, the Supplier acknowledges their exclusive validity also for all further orders.
The purchasing conditions of PACKSYS apply only to companies within the meaning of § 310 (1) BGB (German Civil Code).
The purchasing conditions of PACKSYS shall also apply to all future business with the Supplier.

II. Conclusion of Contract

Orders from PACKSYS shall only be binding if submitted to the Supplier in text form. The Supplier is obliged to confirm the order in text form within five working days.
PACKSYS reserves ownership and copyright to illustrations, samples, calculations, and other documents. These must not be made accessible to third parties. They may be used exclusively for the specific order and must be returned to PACKSYS without request after completion of the order.

III. Changes to the Scope of Supply

If it becomes apparent during the execution of the contract that deviations from the originally agreed quality are necessary, the Supplier shall immediately notify PACKSYS and obtain written consent for the necessary changes. The same applies if the Supplier intends to use tools, materials, or processes other than those approved by PACKSYS.
PACKSYS reserves the right to make changes to the performance even after the conclusion of the contract, insofar as this is reasonable for the Supplier.

IV. Confidentiality, Data Protection

The Supplier is obliged to keep all non-public commercial and/or technical information, which has become known or will become known to him through the business relationship with PACKSYS, confidential and not to disclose it to third parties.
The Supplier is not entitled, without the consent of PACKSYS, to use information about intended or existing contractual cooperation for reference or marketing purposes.
The Supplier shall be liable to PACKSYS for any damage resulting from the unauthorized disclosure of information to third parties.
The obligation to maintain secrecy shall continue after termination of the contract.
Insofar as the Supplier processes personal data for or on behalf of PACKSYS, a data processing agreement (DPA) pursuant to Art. 28 GDPR must be concluded before the start of performance. The Supplier must provide evidence of the necessary technical and organizational measures (TOMs) and may only use sub-processors with the prior written consent of PACKSYS.

V. Prices, Payment Conditions, Late Payment, Offsetting and Retention

The prices and payment terms stated in the order are binding. They include packaging and delivery to the receiving location specified by PACKSYS, as well as customs duties, import taxes, and insurance up to the delivery location against transport damage.
The return of packaging requires a special agreement.
Invoices must comply with legal requirements and the specifications of PACKSYS in the order. The Supplier is responsible for all consequences arising from non-compliance, insofar as he is liable for them.
Unless otherwise agreed, invoices shall be settled by PACKSYS either within 14 days with a 2% discount or within 30 days without deduction.
PACKSYS is entitled to set-off and retention rights to the extent permitted by law.

VI. Delivery Time, Delay in Delivery and Contractual Penalty

The delivery time specified in the order is binding and refers to arrival at the destination specified by PACKSYS.
Delivery may only take place during the delivery times stated in the order. Outside these times, receipt of goods may be refused.
Imminent delivery delays must be reported to PACKSYS immediately in writing.
The measurements, weights, and quantities determined during goods receipt inspection are binding.
Partial deliveries require the prior written consent of PACKSYS. Acceptance of partial deliveries does not constitute early maturity of payment obligations.
If the Supplier is in default with an agreed delivery period, PACKSYS may, after expiry of a reasonable grace period, demand a contractual penalty of 0.3% of the net order value of the individual order for each calendar day of delay, but not exceeding 5% of the net order value of the individual order. The contractual penalty shall be offset against damages caused by delay. No contractual penalty shall apply if the Supplier proves that he is not at fault or that PACKSYS has not suffered any damage.
PACKSYS is entitled to assert a contractual penalty in addition to performance. Statutory claims in the event of delivery default remain unaffected.

VII. Standards for Goods Delivery and Logistics

The Supplier is obliged to comply with the following minimum requirements when delivering goods:

General Requirements

Delivery exclusively of undamaged, clean, and dry goods and load carriers.
Batch-pure deliveries; per article, a maximum of two batches may be delivered.
Mixed pallets (several articles or two batches) must be clearly and traceably labeled.

Pallet Requirements

Delivery in principle on Euro pallets; exceptions (e.g. industrial pallets) only by prior arrangement.
Maximum pallet height: 1.80 m.
No lateral overhang.
Pallets must be clean, dry, undamaged, exchangeable, and at least in as-new condition.

Packaging Requirements

Cartons: clean, undamaged, tear-resistant, closed (no openings), and at least in as-new condition.
Inner packaging: goods must not lie loose in the carton. Inner bags, films, or comparable inner packaging must always be used.

Labeling
Each load carrier (pallet, carton, etc.) must be labeled with the following information:

Supplier’s article number
PACKSYS article number
Article description
Quantity
Batch (if two batches, quantities separated)
Supplier

Accompanying Documents

Delivery note (to be enclosed with delivery) including:
- PACKSYS GmbH (customer)
- PACKSYS order number
- Supplier’s and PACKSYS article number
- Article description
- Quantity
- Batch (if two batches, quantities separated)
- Supplier
- Date
Inspection certificate (to be sent by e-mail to office@packsys.de) with the same information; additionally, it must be signed..

Goods Acceptance

Goods acceptance times: Monday–Thursday from 07:30 to 16:00.
No goods acceptance on Fridays.
Deliveries outside these times only by prior arrangement.

VIII. Transfer of Risk

Unless otherwise agreed in writing, delivery shall be made to the destination specified by PACKSYS. The Supplier bears the risk of loss and deterioration until handover of the goods at the destination specified by PACKSYS.

IX. Claims for Defects, Inspection, Limitation

The Supplier warrants that the delivery, including packaging, complies with the contractually agreed characteristics, the latest state of the art, and the applicable national and international regulations and guidelines.
The Supplier is also liable for compliance with the statutory requirements in the country of destination. Liability for compliance with statutory requirements in the country of destination only applies if the Supplier knows to which country his delivery is going.
In the event of a defect, PACKSYS shall be entitled to the full statutory rights and claims. Liability of the Supplier cannot be limited in amount.
In any case, PACKSYS shall be entitled, at its discretion, to demand remedy of the defect or delivery of a new item.
The right to damages, in particular damages in lieu of performance, as well as rescission, is expressly reserved.
Within two working days of notification of the defect, the Supplier shall inform PACKSYS in writing which remedial measures will be initiated and when.
If the Supplier is in default with fulfilling his warranty obligations, PACKSYS is entitled, at the Supplier’s expense, to remedy the defects itself, to have them remedied by a third party, or to procure a replacement.
PACKSYS shall inspect the delivery within a reasonable period for possible defects and, if necessary, notify the Supplier. Notification is timely if it reaches the Supplier within 10 working days from receipt at the destination or, in the case of hidden defects, from discovery. For defects discovered only by laboratory testing, the period begins when PACKSYS receives the test results.
Payment of the invoice does not constitute a waiver of a notice of defects regarding the invoiced goods.
The limitation period for claims for defects is 48 months and begins upon transfer of risk, for contracts for work and services upon final acceptance.
Shortening of the limitation period is excluded.

X. Declarations, Certificates, Pre-Certificates and Packaging Regulation

The Supplier warrants that the delivery complies with the labeling requirements in force in the country of destination as well as all relevant legal provisions.
The Supplier is obliged to provide the necessary pre-certificates, additional certificates, and other legally required evidence for export to the country of destination.
The Supplier undertakes to comply with all legal provisions of the German Packaging Act (VerpackG) as well as relevant EU regulations. In particular, he must ensure that all packaging placed on the market for the first time is subject to system participation and duly registered. At the request of PACKSYS, the Supplier must provide the corresponding evidence.
The Supplier is also obliged to obtain the necessary confirmations, information, and labels from his own suppliers and to provide them to PACKSYS upon request without delay.

XI. Product Liability, Insurance

Insofar as the Supplier is responsible for product damage, he shall indemnify PACKSYS upon first request against all claims for damages by third parties, insofar as the cause lies within his sphere of control and organization.
The Supplier assures that he maintains adequate product liability insurance with a coverage of at least EUR 5 million per personal injury and property damage. Within the scope of his liability under Section 1, the Supplier shall also bear all costs incurred by PACKSYS from a necessary recall action (including testing, transport, replacement, and disposal costs). Before carrying out a recall, PACKSYS shall give the Supplier the opportunity to comment, insofar as this is possible and reasonable.
The Supplier hereby assigns his claims against the product liability insurance to PACKSYS, up to the amount of PACKSYS’s own expenses due to product damage, in particular recall costs or payments to third parties. PACKSYS hereby expressly accepts the assignment.
Further claims for damages to which PACKSYS is entitled remain unaffected.

XII. Third-Party Intellectual Property Rights

The Supplier warrants that in connection with his delivery no third-party rights are infringed in Germany and in the country of destination. Liability for intellectual property rights in the country of destination applies only if the Supplier knows to which country his delivery is going.
If PACKSYS is held liable by a third party for infringement of intellectual property rights, the Supplier shall indemnify PACKSYS upon first written request from all claims arising from such infringements and shall otherwise hold PACKSYS harmless.
PACKSYS is also entitled, at the Supplier’s expense, to obtain permission from the rightful owner to use the relevant delivered items and services, unless this would involve unreasonable costs for the Supplier.
The limitation period for these claims is 48 months, starting from the transfer of risk.

XIII. Article-Specific Requirements

Manufacturing, assembly, and storage of articles must be carried out under clean and hygienic conditions.
The Supplier assures the quality of the articles in accordance with the agreed specifications.
Any change/modification of an article, the article specification, or the production process must be communicated to PACKSYS in writing as early as possible and must be approved by PACKSYS in advance.

XIV. Retention of Title, Assignment of Claims

PACKSYS objects to any retention of title provisions of the Supplier that go beyond simple retention of title.
Insofar as PACKSYS provides parts to the Supplier, PACKSYS retains ownership of them. Processing and transformation by the Supplier shall be carried out for PACKSYS. If the reserved goods of PACKSYS are processed or inseparably mixed with other items not belonging to PACKSYS, PACKSYS acquires co-ownership of the new item in proportion to the value of the item from PACKSYS (purchase price plus VAT) to the other processed or mixed items at the time of processing or mixing.
Even if the goods are delivered under retention of title, PACKSYS is entitled to resell and process them without disclosing the retention of title.
§ 449 (2) BGB is non-waivable.
Assignment of claims of the Supplier against PACKSYS to third parties is excluded.

XV. Compliance

The Supplier undertakes to comply with all applicable legal provisions as well as human rights and environmental due diligence obligations in accordance with the German Supply Chain Due Diligence Act (LkSG).
The Supplier shall ensure that his own suppliers and subcontractors also comply with the statutory minimum requirements in accordance with the LkSG.

XVI. Place of Performance, Jurisdiction, Applicable Law

Unless otherwise agreed, the place of performance for payment is the registered office of PACKSYS and for delivery the destination specified by PACKSYS.
If the Supplier is a merchant, a legal entity under public law, or a special fund under public law, the registered office of PACKSYS shall be the place of jurisdiction for all legal disputes.
However, PACKSYS shall also be entitled to bring an action against the Supplier at his place of residence.
The law of the Federal Republic of Germany shall apply exclusively.
The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

As of September 2025

General Sales Conditions

I. General Provisions, Scope of Application

The terms and conditions of PACKSYS apply exclusively; conflicting or deviating conditions of the customer are not recognized by PACKSYS, unless PACKSYS has expressly agreed to their validity in writing.
The terms and conditions of PACKSYS also apply when PACKSYS performs delivery to the customer without reservation with knowledge of conflicting or deviating conditions of the customer from the sales conditions.
Our terms and conditions only apply to companies within the meaning of Section 310(1) of the German Civil Code (BGB).
Legally relevant declarations and notifications of the customer, in particular setting of deadlines, reminders, declarations of termination or withdrawal require text form according to Section 126b of the German Civil Code (BGB), unless otherwise specified in these General Terms and Conditions. Transmission by email in PDF format complies with the agreed form.

II. Offer, Contract Conclusion

An order shall be deemed accepted when it has been confirmed by PACKSYS through an order confirmation that at least complies with text form according to Section 126b of the German Civil Code (BGB). The scope of delivery shall be determined by the written order confirmation from PACKSYS.
Agreed framework call-offs are binding orders if they are based on an order confirmation from PACKSYS. Orders must be accepted by the agreed final date. In case of non-compliance, a lump-sum compensation of 15% of the net sales price of the goods will be charged, unless the customer proves that PACKSYS has suffered lesser damage.
The information, drawings, illustrations and performance descriptions contained in catalogues, price lists or documents belonging to the offer are industry-standard approximate values.

III. Copyrights, Intellectual Property and Confidentiality

PACKSYS expressly reserves all rights, in particular property, copyright and other intellectual property rights as well as all commercial protection rights to all submitted offers, cost estimates, development work, design documents, drawings, calculations, software, know-how as well as other documents, digital data and objects transmitted to the customer.
The customer may not make this information and objects accessible to third parties, either as such or in terms of content, disclose them in whole or in part, use, reproduce or use them for the development of own products or services, either by themselves or through third parties, without the express written consent of PACKSYS. Transfer to external service providers is only permitted after written consent and with equivalent confidentiality obligations.
Upon request by PACKSYS, at the latest upon termination of the contractual relationship, the customer must immediately and completely return all provided documents, objects and digital data including all copies and backups or destroy or delete them in accordance with recognized data protection standards.
The customer undertakes to treat all confidential information and data transferred by PACKSYS or made known in the course of cooperation – in particular plans, development work, drafts, drawings, calculations, manufacturing processes, business, customer, supplier data, price calculations, models, tools, software and other aids – as strictly confidential.
The confidentiality obligation applies during the contract term and for 5 years after the end of the contract.

IV. Delivery Quantity

Unless otherwise agreed in the order confirmation, PACKSYS only sells according to the respective packaging unit.
PACKSYS is entitled to make over- or under-deliveries of up to 10% of the agreed order volume per delivery, whereby the total price is then adjusted based on the agreed unit price.

V. Prices, Payment Conditions

Unless otherwise stated in the order confirmation, PACKSYS prices apply “ex works”, excluding freight, postage and transport insurance. Statutory value-added tax is not included in the prices.
Unless otherwise stated in the order confirmation, the purchase price is to be paid net (without deduction) within 8 days from the invoice date. If the customer falls into payment default, PACKSYS charges default interest of 10 percentage points above the base interest rate p.a.
The customer agrees that PACKSYS issues and transmits invoices in electronic format.
PACKSYS is entitled to deliver only against prepayment.
Rights of set-off are only available to the customer if their counterclaims are legally established, undisputed or recognized by PACKSYS. The customer also has no right of retention due to disputed counterclaims.

VI. Delivery Time

Delivery dates or periods are only binding if they are promised or confirmed in writing by PACKSYS and unhindered production is possible.
Compliance with the delivery obligation further requires the timely and proper fulfilment of the customer’s obligations. The defence of non-performance of these obligations remains reserved.
The delivery period is met if the goods have left the works or readiness for dispatch has been communicated by its expiry. The delivery period is extended appropriately in case of industrial disputes (in particular strikes and lockouts) as well as the occurrence of unforeseen events of force majeure, including pandemics, extreme weather events, natural disasters, official measures and cyber attacks, for which PACKSYS is not responsible. This also applies if the circumstances occur with sub-suppliers.
If the customer falls into default of acceptance or culpably violates other cooperation obligations, the customer is obligated to compensate PACKSYS for the resulting damage, including any additional expenses. PACKSYS reserves the right to claim lump-sum damages amounting to 15% of the value of the goods, unless the customer can prove that PACKSYS has incurred less damage.
In case of non-compliance with the delivery period, the customer can only withdraw from the contract if this is based on intentional and grossly negligent behaviour and they have previously put PACKSYS in default through a written reminder with an appropriate grace period of at least two weeks.
PACKSYS is otherwise liable according to statutory provisions only if the delivery delay is based on an intentional or grossly negligent breach of contract for which PACKSYS is responsible. Any further liability is excluded.

VII. Transfer of Risk, Shipping and Transport Packaging

Unless otherwise stated in the order confirmation, delivery “ex works” is agreed. The risk passes to the customer at the latest upon dispatch of the goods, even if partial deliveries are made or PACKSYS has undertaken other services, e.g. shipping costs or delivery.
PACKSYS delivers the goods in transport packaging. If these are reusable packaging, e.g. reusable pallets, they must be exchanged (exchange procedure via forwarding agent or pallet account management) or taken over against payment. The customer must properly dispose of one-way transport packaging (pallets or other transport packaging) at their own expense according to the rules of the German Packaging Act (VerpackG).

VIII. Defect Liability

Defect claims by the customer require that they have properly fulfilled their inspection and notification obligations owed according to § 377 HGB (German Commercial Code).
Obvious defects must be reported in writing immediately, at the latest within 10 working days after receipt of the delivery items. Hidden defects must be reported in writing immediately after discovery, but at the latest within 1 year after delivery.
If there is a defect in the purchased item for which PACKSYS is responsible, PACKSYS is obligated to subsequent performance in the form of defect removal or by delivery of a new defect-free item. PACKSYS is entitled to undertake up to three attempts at subsequent performance. The right to choose subsequent performance (repair or new delivery) belongs to PACKSYS.
In case of defect removal, PACKSYS is obligated to bear all expenses necessary for the purpose of defect removal, in particular transport, travel, labor and material costs, insofar as these do not increase due to the purchased item being brought to a place other than the place of performance.
If subsequent performance fails, the customer is entitled to demand withdrawal or reduction at their choice.
Defect complaints do not entitle to withhold due invoice amounts.
PACKSYS is not liable for damage caused by the loss of filling material or by leaked filling material, nor for such damage that has occurred because the filling material has become unusable.
Damage due to improper handling by the customer is excluded from warranty. In particular, PACKSYS is also not liable for changes in the condition of products due to improper storage or unsuitable operating materials as well as climatic or other influences.
PACKSYS provides application-technical advice to the best of its knowledge based on experience and research and development work. All information and advice about suitability and application of goods do not relieve the customer of their own tests and experiments. The customer is exclusively responsible for compliance with legal and official regulations when using the goods.
Liability for further claims, in particular damage compensation claims regardless of the legal basis, is determined according to section IX. Liability of PACKSYS beyond the liability limits set out in section IX is not considered.

IX. Overall Liability

PACKSYS is liable without limitation only for intent and gross negligence, including intent or gross negligence of representatives or vicarious agents.
In case of culpable violation of essential contractual obligations (cardinal obligations), PACKSYS is also liable for simple negligence. An essential contractual obligation exists if it concerns an obligation on whose fulfilment the customer relied on and was also entitled to rely. In this case, PACKSYS’s liability is limited to the contractually typical foreseeable damage.
In case of liability for simple negligence, even if it involves a violation of essential contractual obligations, PACKSYS’s liability from contract and tort for property damage and financial loss is limited to the amount of the final invoice amount of the order including value-added tax. However, the liability amount shall not exceed €100,000.
The exclusion or limitation of liability, liability of representatives or vicarious agents of PACKSYS does not apply to liability for culpable violation of life, body or health. PACKSYS is also liable without limitation in case of absence of characteristics that are expressly guaranteed, if the guarantee was specifically intended to protect the customer against damage that did not occur to the subject of performance itself, as well as if the damage is based on a circumstance for which PACKSYS has assumed a guarantee. PACKSYS is also liable without limitation in case of fraudulent concealment of a defect. There is also no restriction on liability from liability situations, in particular according to the Product Liability Act. Any liability under the principles of recourse by the entrepreneur pursuant to Sections 478 et seq. of the German Civil Code (BGB) shall also remain unaffected.
Unless otherwise regulated above, liability – regardless of the legal basis – is otherwise excluded. This applies in particular to damage compensation claims from culpa in contrahendo, due to other breaches of duty or due to tortious claims for compensation of property damage according to Section 823 et seq. of the German Civil Code (BGB),
Insofar as damage compensation liability is excluded or restricted towards PACKSYS, this applies to the same extent in favour of the organs, legal representatives, employees or other vicarious agents.
None of the preceding clauses is intended to change the statutory or case law distribution of burden of proof.

X. Statute of Limitations

The customer’s claims due to contractual breach of duty and from tort become statute-barred within 12 months, calculated from transfer of risk.
The shortening of the limitation period does not apply in case of intent, fraudulent concealment of a defect or if PACKSYS has assumed a guarantee for the condition of the performance or delivery item.
The shortened limitation period also does not apply to claims for violation of life, body, health or freedom, to damage compensation claims according to the Product Liability Act, for gross negligence as well as in cases where longer limitation periods are prescribed according to Section 478 and 479 of the German Civil Code (BGB).
The above regulations do not result in a change of burden of proof to the disadvantage of the customer.

XI. Retention of Title

PACKSYS reserves ownership of the purchased item until receipt of all payments from the business relationship with the customer. The customer is authorized to dispose of the purchased item in the ordinary course of business.
The retention of title also extends to products resulting from processing, mixing or connection of the purchased item to their full value, whereby PACKSYS is considered the manufacturer. If, in case of processing, mixing or connection with goods of third parties, their ownership right remains, PACKSYS acquires co-ownership in the ratio of the invoice values of these processed goods.
In case of contractual misconduct by the customer, in particular in case of payment default, PACKSYS is entitled to take back and the customer is obligated to surrender. The assertion of retention of title as well as the attachment of the purchased item by PACKSYS do not constitute withdrawal from the contract, unless PACKSYS has expressly declared this in writing. PACKSYS is entitled to realize the purchased item after taking it back. The realization proceeds are to be credited against the customer’s liabilities – minus reasonable realization costs.
In case of attachments or other interventions by third parties, the customer must immediately notify PACKSYS in writing so that PACKSYS can file a lawsuit according to Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is unable to reimburse PACKSYS for the judicial and extrajudicial costs of a lawsuit according to Section 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the loss incurred by PACKSYS.

XII. Data Protection and Compliance

We process personal data of our customers, business partners and employees in accordance with applicable data protection laws. Details on the type, scope and purposes of data processing as well as the rights of data subjects are available at any time in the data protection policy at https://packsys.de/en/privacy/ .
Our company places great value on legally compliant and ethically sound behaviour. We have created a code of conduct for this purpose, which is accessible to all employees and available for customers to view upon request. The customer undertakes to respect this code of conduct and not to take any actions that could violate it.

XIII. Jurisdiction, Applicable Law and Place of Performance

If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the registered office of PACKSYS; however, PACKSYS shall also be entitled to sue the customer at their domicile court.
The law of the Federal Republic of Germany applies. This also applies to deliveries to foreign companies or abroad. The UN Convention on Contracts for the International Sale of Goods shall expressly not apply.
Unless otherwise stated in the order confirmation, the place of performance shall be the registered office of PACKSYS.

As of September 2025