GTCs

General terms and conditions

General Terms and Conditions of Sale of Huchtemeier Papier GmbH

I. General Provisions

  1.  These General Terms and Conditions of Sale (“GTC”) shall apply to all deliveries, services and offers of Huchtemeier Papier GmbH, hereinafter referred to as “Huchtemeier”.
    2. These General Terms and Conditions of Sale shall apply exclusively for entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.
    3. They shall apply, including to future contracts, to all contracts for deliveries and other services, including contracts for work and services and contracts for work and materials. For printing orders, additional General Terms and Conditions attached in individual cases shall also apply.
    4. This shall also apply if the customer has communicated its own deviating general terms and conditions. Such terms shall not become part of the contract. A separate objection by Huchtemeier shall not be required.

II. Acceptance of Orders

  1. Offers made by Huchtemeier are subject to change and non-binding. They shall become binding only upon issuance of Huchtemeier’s written order confirmation. This shall also apply to verbal agreements. In particular, no guarantees are given thereby.
    2. Any information, drawings, illustrations, technical data, descriptions of weight, dimensions and performance contained in brochures, catalogues, circulars, advertisements and price lists or in documents relating to an offer shall always be non-binding and shall not constitute an agreement on quality, unless such points are expressly designated as binding or expressly incorporated in the order confirmation.

III. Prices

  1. Prices are stated in EURO, ex works, net cash, plus value added tax or other local taxes, unless otherwise agreed.
    2. Shipping packaging is not included in the stated prices unless otherwise agreed. Packaging shall not be taken back.
    3. The agreed prices are based on the cost factors known at the time of conclusion of the contract. If cost factors underlying the price calculation change after conclusion of the contract, in particular material prices, energy and transport costs, wages, exchange rates or public charges, Huchtemeier shall be entitled to adjust the prices to the extent that these cost factors have actually changed.
    4. The same shall apply accordingly in the event of a reduction of the aforementioned cost factors in favour of the customer. Huchtemeier shall inform the customer in good time of any intended price adjustment.
    5. All public charges (taxes, fees, customs duties, etc.) arising from or in connection with the conclusion or performance of the contract outside the Federal Republic of Germany shall be borne by the customer.

IV. Payment and Set-Off

  1. All payment periods shall commence on the invoice date. Payments for the purpose of fulfilling Huchtemeier’s claims against the customer must be made in immediately available funds in accordance with the payment terms granted by Huchtemeier. Unless otherwise agreed or otherwise stated on the invoice, payment shall be made within 30 days of the invoice date without deduction. In the case of transfers to one of the bank accounts specified by Huchtemeier, payment shall only be deemed to have been made upon unconditional crediting to a Huchtemeier account. All costs for the transfer of the invoice amount to Huchtemeier shall be borne by the customer.
    2. If the customer is in default of payment, Huchtemeier shall be entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate pursuant to § 247 BGB. In addition, Huchtemeier shall be entitled to claim the statutory lump sum for default costs pursuant to § 288 (5) BGB in the amount of EUR 40. The assertion of further damages caused by default shall remain reserved.
    3. If the customer is in arrears with a payment for more than 3 weeks or if doubts arise as to the customer’s solvency for other reasons, all payment obligations owed by the customer to Huchtemeier shall become immediately due. Furthermore, Huchtemeier shall be entitled to demand the provision of securities for all other claims, to carry out outstanding deliveries only against advance payment or provision of security, to prohibit the processing, conversion and/or resale of goods owned or co-owned by Huchtemeier and to demand their surrender.
    4. Set-off by the customer shall be excluded unless the counterclaim has been finally adjudicated or acknowledged by Huchtemeier.
    5. Payments (including partial and advance payments) shall always be applied to settle the oldest outstanding debt item and the interest accrued thereon.
    6. Huchtemeier shall be entitled, without the customer’s consent, to assign or pledge due or future monetary claims arising from the contractual relationship in whole or in part to third parties. Any prohibition of assignment or consent requirement contained in the customer’s terms and conditions is hereby expressly rejected.

V. Conclusion and Content of the Contract, Transfer of Risk and Delivery

  1. The conclusion and content of the contract shall be governed by Huchtemeier’s written order confirmation. If this deviates from the customer’s order, it shall nevertheless be decisive if the customer does not object thereto without undue delay or if the customer accepts the delivery or service of Huchtemeier without reservation or performs without reservation.
    2. Risk shall pass to the customer upon handover of the goods to the first carrier, unless otherwise expressly agreed in writing. This shall also apply in the case of partial deliveries or if Huchtemeier has assumed additional services. Unless otherwise agreed, deliveries shall be made in accordance with Incoterms® 2020 of the International Chamber of Commerce (ICC).
    3. The customer shall bear the costs for packaging, loading, freight and installation, unless otherwise agreed in writing.

VI. Time Limits and Dates

  1. Huchtemeier’s delivery obligation shall be subject to timely and correct self-supply. This shall not apply if Huchtemeier is responsible for the incorrect, delayed or non-delivery.
    2. Binding delivery dates must be expressly agreed as such. An agreed delivery period shall commence only upon receipt of the written order confirmation by the customer, but not before receipt of the information, technical data and documents to be provided by the customer. Fixed dates shall only be agreed as fixed dates within the meaning of the German Commercial Code if they are expressly designated as such.
    3. Changes or extensions of the original scope of the order agreed after conclusion of the contract shall reasonably extend or postpone the original delivery periods or dates, even without separate notice.
    4. Delivery dates shall be deemed met upon notification of readiness for dispatch or upon dispatch from the factory.
    5. Delivery dates shall be reasonably postponed in the event of strikes and lockouts, failure or delay in supplying Huchtemeier, cases of force majeure and the occurrence of unforeseen events beyond Huchtemeier’s control. Huchtemeier shall notify the customer of the occurrence and expected duration of such events. Delivery dates shall also be postponed if the customer is in arrears with its payment and other obligations, by the duration of the arrears, or if technical and/or commercial issues remain unresolved, by the time required to clarify such issues. As long as the events listed in this clause are not attributable to Huchtemeier and the delay is reasonable for the customer, the customer shall not be entitled to withdraw from or terminate the contract.
    6. Further claims for damages and reimbursement of expenses by the customer against Huchtemeier, its corporate bodies, legal representatives and/or vicarious agents shall be excluded. This shall not apply in cases of intent or gross negligence and/or breach of material contractual obligations. In the event of a breach of material contractual obligations, liability shall be limited to compensation for the typical foreseeable damage if only slight negligence is attributable, whereby in the case of simple vicarious agents this limitation shall apply for any negligence.
    7. If Huchtemeier is in default of delivery, the customer shall, at Huchtemeier’s request, declare within a reasonable period at which amended time delivery shall take place. If transport is delayed after readiness for dispatch for reasons for which Huchtemeier is not responsible, the customer shall bear the storage costs incurred, commencing with the notification of readiness for dispatch, at least 0.5% of the net invoice amount per month if stored at Huchtemeier’s works, unless higher or lower actual damage is proven. The customer shall be entitled to prove lower storage costs. Further claims of Huchtemeier shall remain unaffected.
    8. The statutory provisions of the German Insolvency Code shall remain unaffected. The parties clarify that Huchtemeier’s claims shall become due in the event of insolvency proceedings in accordance with statutory provisions.

VII. Retention of Title and Repossession

  1. The delivered goods shall remain the property of Huchtemeier until all claims arising in connection with the delivery contract have been settled in full.
    2. Any processing or treatment of the goods subject to retention of title as well as their combination with third-party goods by the customer or third parties shall be carried out for Huchtemeier. Huchtemeier shall acquire co-ownership of newly created items in proportion to the value of the delivered goods.
    3. The customer shall be entitled to resell the goods in the ordinary course of business. The customer hereby assigns to Huchtemeier, by way of security, all claims arising from the resale of the delivered goods, irrespective of whether the goods are resold without or after processing. The customer shall be obliged, upon request, to provide Huchtemeier with all information necessary to assert the assigned claims and to permit verification thereof.
    4. Huchtemeier undertakes to release the securities to which it is entitled at the customer’s request to the extent that the estimated value of the securities exceeds the value of the secured claims including costs by more than 50% on a non-temporary basis. The selection of the securities to be released shall be at Huchtemeier’s discretion.
    5. The customer shall be obliged to treat the delivered goods with care; in particular, the customer shall be obliged to insure them at its own expense against fire, water and theft damage at the delivery value.
    6. In the event of conduct in breach of contract by the customer, in particular in the event of default in payment, Huchtemeier shall be entitled to repossess the goods and the customer shall be obliged to surrender them. However, Huchtemeier may only demand surrender of the goods if it has withdrawn from the contract. In the event of repossession, Huchtemeier shall be entitled, without proof of damage, to set off depreciation of 25% for the first six months of use of the goods and 5% for each further six-month period at the customer’s expense. The customer’s right to prove a lower depreciation shall remain unaffected.
    7. The customer may not pledge the delivered goods or transfer them by way of security to third parties.
    8. In the event of attachments or other impairments of ownership interests, the customer shall notify Huchtemeier without delay. In the event of access by third parties, the customer shall also draw attention to Huchtemeier’s ownership. The customer shall be liable for costs and damages incurred by Huchtemeier.

VIII. Intellectual Property Rights

  1. All intellectual property rights registered or granted to Huchtemeier in respect of the delivered goods or parts thereof at the time of conclusion of the contract, as well as other existing intellectual property rights and copyrights, shall remain the exclusive property of Huchtemeier, notwithstanding the sale and delivery to the customer.
    2. Any transfer of such rights as well as the granting of licences or similar rights to the customer shall be excluded.

IX. Transport

  1. Unless otherwise agreed, the goods shall be made available for dispatch unpacked and without protection against water. Packaging, protective and/or transport aids shall be provided by Huchtemeier at the customer’s expense based on its experience.
    2. Goods reported as ready for dispatch in accordance with the contract must be called off immediately; otherwise, Huchtemeier shall be entitled, after reminder, to dispatch them at the customer’s cost and risk at its discretion or to store them at its own discretion and invoice them immediately.
    3. Unless otherwise agreed, the route and means of dispatch, as well as the forwarding agent and carrier, shall be determined by Huchtemeier at the customer’s cost and risk. Upon handover of the goods to a forwarding agent or carrier, at the latest upon leaving the delivering works, risk, including the risk of seizure of the goods, shall pass to the customer in all transactions, including carriage paid or free domicile deliveries. Insurance shall only be arranged by Huchtemeier upon instruction and at the customer’s expense. The obligation to unload and the unloading costs shall be borne by the customer.
    4. If transport on the intended route or to the intended place at the intended time becomes impossible without fault of Huchtemeier, Huchtemeier shall be entitled to deliver by another route or to another place; the additional costs incurred shall be borne by the customer. The customer shall be given the opportunity to comment in advance.
    5. Huchtemeier shall be entitled to make partial deliveries to a reasonable extent. Customary excess or short deliveries of the agreed quantity shall be permissible.
    6. In the case of contracts with continuous delivery, call-offs and allocation of grades shall be made in approximately equal partial quantities; otherwise, Huchtemeier shall be entitled to determine these at its equitable discretion. If the contractual quantity is exceeded by individual call-offs, Huchtemeier shall be entitled, but not obliged, to deliver the excess quantity. Huchtemeier may invoice the excess quantity at the prices valid at the time of call-off or delivery.

X. Impairment of Performance and Defects

  1. If the obligation to perform is excluded or may be excluded for reasons stated by law (§ 275 BGB), the customer may claim damages and/or withdraw from the contract unless Huchtemeier is not responsible for the reason leading to the exclusion of the obligation to perform. However, the customer’s claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be used in time or in accordance with the contract due to the exclusion of the obligation to perform. Further claims for damages due to exclusion of the obligation to perform shall be governed exclusively by Section X of these conditions.
    2. In the event of partial performance, the customer may only withdraw from the contract if the partial performance is demonstrably of no interest to the customer; if the customer is not entitled to withdraw, it may demand an appropriate reduction of the consideration or refuse payment for the part of the performance for which the obligation to perform is excluded. Withdrawal shall also be excluded if the customer is solely or predominantly responsible for the circumstance leading to the exclusion of the obligation to perform or if the customer is in default of acceptance and Huchtemeier is not responsible for the circumstance leading to the exclusion of the obligation to perform. In these cases, the customer shall remain obliged to provide the consideration.
    3. If strikes and lockouts, cases of force majeure or other unforeseen events beyond Huchtemeier’s control substantially alter the economic significance or content of the delivery or have a substantial impact on Huchtemeier’s operations and such events are not merely temporary, the contract shall be reasonably adjusted in accordance with the principles of good faith. If this is not economically reasonable, Huchtemeier may withdraw from the contract or, in the case of continuing delivery relationships, terminate the contract for good cause.
    4. No claims shall exist for insignificant defects or defects in part of the delivery insofar as the remainder can be reasonably used by the customer. A proportion of 2% defective goods of the total quantity shall not constitute a material defect. Likewise, customary tolerances (at least 5%) in colouring, quality, purity, strength, running metres, number of sheets, total weight and grammage shall not constitute a material defect. This shall also apply to cases of natural wear and tear or damage occurring after transfer of risk as a result of improper or negligent handling, excessive use or other external influences for which Huchtemeier is not responsible.
    5. Claims for defects shall also not exist if the customer fails to carefully inspect the delivered goods immediately after delivery by Huchtemeier to the extent practicable in the ordinary course of business and fails to notify Huchtemeier in writing of discovered defects without undue delay. If defects cannot be discovered despite inspection (hidden defects), they shall be notified in writing without undue delay after discovery. Failure to provide timely written notice shall exclude claims for such defects.
    6. In the event of a justified notice of defects, Huchtemeier shall, at its discretion, deliver replacement goods (subsequent performance) or, where possible, remedy the defect. Huchtemeier may refuse subsequent performance if this involves disproportionate effort and/or costs. If the customer has set Huchtemeier a reasonable deadline for subsequent performance which has expired unsuccessfully, the customer may withdraw from the contract or, in the case of contracts with continuous supply, terminate the contract or reduce the remuneration.
    7. Further claims for damages and reimbursement of expenses by the customer against Huchtemeier, its corporate bodies, legal representatives and/or vicarious agents shall be excluded. This shall not apply in cases of intent or gross negligence and/or breach of material contractual obligations. In the event of a breach of material contractual obligations, liability shall be limited to compensation for the typical foreseeable damage if only slight negligence is attributable, whereby in the case of simple vicarious agents this limitation shall apply for any negligence.
    8. Unless otherwise agreed with the customer, the warranty period shall be 12 months from transfer of risk.

XI. Liability and Indemnification

  1. Unless otherwise provided in these General Terms and Conditions of Delivery or in mandatory applicable law, claims for damages and reimbursement of expenses by the customer against Huchtemeier, its corporate bodies, legal representatives and/or vicarious agents, regardless of the legal basis, in particular due to breaches of contractual obligations and/or tort, shall be excluded. This shall not apply in cases of intent or gross negligence and/or breach of material contractual obligations. In the event of a breach of material contractual obligations, liability shall be limited to compensation for the typical foreseeable damage if only slight negligence is attributable, whereby in the case of simple vicarious agents this limitation shall apply for any negligence. Liability shall also not be limited where Huchtemeier is mandatorily liable by law, e.g. under the German Product Liability Act, and/or in the event of injury to life, body or health. The above liability limitations shall apply uniformly to all contractual and non-contractual claims unless otherwise stipulated in these conditions.
    2. Otherwise, Huchtemeier shall be liable to the customer only to the extent covered by Huchtemeier’s existing public liability insurance. The public liability insurance is based on the “General Conditions for Liability Insurance (GCLI)”.
    3. The statutory limitation periods shall apply to all claims for damages.
    4. If third parties assert claims against Huchtemeier and the required prior written consent of Huchtemeier is not available and a cause of damage within Huchtemeier’s area of responsibility cannot be determined, the customer shall indemnify Huchtemeier against such third-party claims.

XII. Guarantee

  1. The assumption of guarantees, descriptions of characteristics or procurement risk by Huchtemeier must be expressly made, designated as such and shall require written form.
    2. All other information provided by Huchtemeier to the customer shall at no time constitute a guarantee or assumption of procurement risk.

XIII. Withdrawal by Huchtemeier

  1. Huchtemeier may withdraw from the contract in whole or in part if insolvency proceedings are applied for or opened in respect of the customer’s assets or if the opening is rejected, if Huchtemeier receives a written credit report indicating the customer’s lack of creditworthiness, or if the customer discontinues or threatens to discontinue its business operations for other reasons.
     Furthermore, Huchtemeier may withdraw from the contract in whole or in part if the delivery date is postponed pursuant to Section VI no. 5 of these conditions and Huchtemeier no longer has an interest in the delivery due to the delay. In the case of continuing delivery relationships, the right of withdrawal shall be replaced by the right to extraordinary termination. Finally, Huchtemeier shall have a right of withdrawal if material circumstances that formed the basis of the contract at the time of its conclusion have changed so significantly that Huchtemeier cannot reasonably be expected to adhere to the contract.
    2. Statutory rights of withdrawal shall remain unaffected.

XIV. Place of Performance, Jurisdiction and Applicable Law

    1. The place of performance for deliveries by Huchtemeier shall be Dortmund unless otherwise agreed. Huchtemeier may also sue the customer at the customer’s place of jurisdiction in any case.
      2. All legal relationships between the customer and Huchtemeier shall be governed by German law to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
      3. Should individual provisions of these General Terms and Conditions be invalid, the validity of the remaining provisions shall not be affected thereby.
      4. The place of jurisdiction shall be the court having jurisdiction at the registered office of Huchtemeier, i.e. Dortmund Local Court (Amtsgericht Dortmund) or Dortmund Regional Court (Landgericht Dortmund) – Chamber for Commercial Matters.

    January 2026