General Terms of Sale and Delivery for Foreign Business of Parco-Pack GmbH Stand 10.10.2025
1. General, Scope of Application
1.1 Sales, deliveries and other services by Parco-Pack GmbH („Parco-Pack“) to customers named in Section 1.2 shall be made exclusively on the basis of these General Terms of Sale and Delivery for Foreign Business ("Terms of Delivery"), which shall be accepted by the Customer by the placing of an order or the receipt of delivery. These Terms of Delivery shall also apply to all future transactions with the Customer. The Customer's conflicting or supplementary general terms and conditions shall not apply, even if Parco-Pack does not expressly object to such terms.
1.2 The Terms of Delivery shall only apply to customers domiciled outside of the Federal Republic of Germany which are trading in their professional or business capacity when they sign the contract, or to foreign legal entities under public law, or to a foreign special fund under public law.
1.3 Parco-Pack's "General Terms of Sale and Delivery for Domestic Business” shall apply to all customers domiciled within the Federal Republic of Germany.
2. Conclusion, Content of the Contract
Our quotations are non-binding. A contract shall not become effective until it has been expressly confirmed by Parco-Pack in a written confirmation of order and shall be governed exclusively by the contents of the confirmation of order and these Terms of Delivery. Oral agreements or promises as well as changes to confirmed orders are only valid if they have been confirmed by Parco-Pack's authorized representatives in writing.
3. Description of Goods, Condition of Goods and Customer’s Testing Obligation, Offer Documents, Reservation of Right of Modification
3.1 Information provided in sales catalogues, price lists, brochures and any other informative literature provided by Parco-Pack to the Customer as well as any other descriptions of the goods to be delivered ("Goods") shall under no circumstances constitute a guarantee for any specific quality of the Goods; such specific guarantees must explicitly be agreed in writing. In particular, any samples provided by Parco-Pack constitute non-binding type samples which serve solely for the non-binding illustration of the goods. They shall not be deemed to constitute a warranty of quality or durability. No assurance is given that the goods delivered will be identical to the samples or to previous deliveries, unless a specific quality has been expressly agreed in writing.
3.2 The products supplied by Parco-Pack are, in principle, intended for filling with standard commercial liquids. It is expressly agreed that the products are not suitable for filling with all conceivable or specific substances. In particular, no suitability is warranted for chemically aggressive substances; highly oily, resinous or highly viscous liquids; ingredients with extreme pH values (acidic or alkaline); or other substances that excessively stress the material. The customer shall be obliged, prior to use, to ensure by means of appropriate testing that the goods are suitable for the intended application or filling. If such testing is not carried out, use of the goods shall be at the customer’s sole risk. Parco-Pack shall not be liable for any damage to the product or to the filled substance resulting from the use of unsuitable contents.
3.3 Parco-Pack shall retain any ownership rights, copyrights, name rights and industrial property rights to all documents and other items including cost estimates, drawings, models, samples and software handed over to the Customer. These documents and items shall be kept confidential vis-à-vis third parties, even after the termination of the contract. The duty to keep confidential shall only expire if and insofar as the knowledge contained in the documents and items handed over becomes part of the public domain.
3.4 Parco-Pack retains the right to modify the design and material to the extent the agreed function and optical appearance is not changed hereby and the modifications are acceptable for the Customer. Any further modifications require the Customer's consent.
4. Delivery and Performance Periods and Dates
4.1 Delivery and performance periods and dates are only binding if they have been expressly confirmed by Parco-Pack in writing.
4.2 Any agreed delivery and performance periods shall commence upon conclusion of the contract, however, not until the Customer has produced all documents, and releases to be provided by it and has resolved any product-related questions to be answered by it and has stated any details that the Customer must submit in relation to the requested services, in particular the requested equipment of the Goods.
4.3 Delivery and performance periods are deemed complied with if all circumstances effecting the passing of risk (Section 5 Para. 3) have occurred before they expire. The same shall apply to the compliance with delivery and performance dates. If delivery is delayed due to reasons for which Parco-Pack is responsible, Parco-Pack shall only be liable to the extent specified under Section 9.
4.4 In case of unforeseeable, unavoidable events that are beyond Parco-Pack's control, and for which Parco-Pack does not bear responsibility, such as events of force majeure or labor disputes, the delivery and performance periods and dates shall be extended or postponed, also during a delay, by the duration of such event. Parco-Pack shall inform the Customer as soon as possible about the beginning and the end of the disturbance. If the disturbance continues for more than three months or if it has been established that it will continue for more than three months, both contracting parties may rescind the contract. With regard to any Goods that Parco-Pack does not produce itself, the correct and timely self-supply shall be reserved.
4.5 If the Customer does not accept the delivered Goods in time, Parco-Pack shall be entitled to charge to the Customer any costs, in particular storage costs, that have incurred because the delivered Goods were not accepted in time. If the Goods are stored at Parco-Pack's premises, storage costs in the amount of 2% of the market price of the Goods shall be charged per month.
5. Scope of Delivery, Shipment, Passing of Risk, Transport Insurance
5.1 Parco-Pack may make partial deliveries and/or may render partial services for good reasons provided this is reasonable for the Customer.
5.2 The customer is hereby advised, prior to commencement of production, that production-related variations in quantity may occur. Variations in the delivery quantity of up to ±25% compared to the order quantity stated in the offer or in the order confirmation shall be permissible and shall not constitute a defect. The quantity actually delivered shall be deemed accepted and shall be invoiced accordingly.
5.3 The place of delivery shall be subject to the delivery terms agreed between Parco-Pack and the Customer, which are to be interpreted according to the Incoterms, as amended from time to time. Unless specific delivery terms have been agreed upon, delivery shall always be made EXW at the respective warehouse of the products according to the Incoterms, as amended from time to time. If the Goods are delivered to the Customer, risk shall pass to the Customer. Parco-Pack may choose at its own discretion the type and route of shipping.
5.4 Unless otherwise agreed, risk shall pass to the Customer at the time that the Goods are made available to it. If the Goods are transported to the Customer, the risk shall pass to the Customer at the latest at the time when the Goods are handed over to the first carrier for transmission to the Customer. If the carriage of the Goods should be delayed as a result of circumstances beyond Parco-Pack’s control, then risk shall pass to the Customer at the time when Parco-Pack’s readiness for dispatch is communicated to it.
5.5 A transport insurance shall be taken out only upon request and at the expense of the Customer. In case of a claim Parco-Pack will assign to the Customer claims against the insurance policy, simultaneously with and in exchange for the contractual performance by the Customer (including repayment of the insurance premiums).
6. Prices
6.1 Unless agreed otherwise, all prices are ex works (EXW) at the respective warehouse of the goods and are exclusive of packaging (especially pallets), shipping, insurance as well as tax and other duties related to the delivery. Payment must be made in the currency specified in Parco-Pack's offer or confirmation of offer.
6.2 Parco-Pack is bound to the prices offered for 14 days. After this period, Parco-Pack may create a new offer with modified prices.
7. Payment Terms, Credit Standing of Customer
7.1 Unless agreed otherwise, invoices by Parco-Pack shall be due for payment by the Customer without any deductions within 14 days from the date of invoice. Payment shall only be deemed to have been effected once Parco-Pack is able to dispose of the full amount (receipt of payment). Discount agreements require the express agreement of the parties.
7.2 Parco-Pack shall be entitled to issue separate invoices for partial deliveries and/or partial services as defined in Section 5.1.
7.3 Parco-Pack shall be entitled to request prepayment if no credit insurance can be obtained for the Customer.
7.4 Bills of exchange and checks shall only be accepted by Parco-Pack as means of payment upon specific agreement between the contracting parties. In such cases payment shall only be deemed to have been effected once the amount has been credited to the specified account of Parco-Pack without reservation. All costs including statutory VAT that have incurred due to payment being effected by bill of exchange or check shall be at the expense of the Customer and shall become due immediately.
7.5 The Customer is only entitled to a set-off and is only entitled to assert a right of retention if its counterclaim is uncontested, acknowledged, or has been finally adjudicated.
7.6 If the Customer is in default of payment, Parco-Pack shall be entitled, irrespective of any other remedies it may have, to demand default interest in the amount of 8% p.a. The assertion of a claim for further damages due to default shall remain unaffected.
7.7 If, after conclusion for the contract, Parco-Pack learns of circumstances that justify reasonable doubt as regards the Customer's solvency or credit standing and due to which Parco-Pack's payment claim under the contract may be jeopardized, Parco-Pack shall be entitled to perform outstanding deliveries and/or render services only if the Customer makes prepayment or furnishes a security and the Customer has paid any other amounts due under the business relationship that are economically related to the contract. Furthermore, Parco-Pack shall be entitled to rescind the contract in full or in part and to request damages unless the Customer has fulfilled its obligations mentioned in sentence 1 above within a reasonable time period.
7.8 Unless agreed otherwise, any payments by the Customer received by Parco-Pack shall redeem the Customer's debts in the order of their due date according to Section 7.1.
8. Duty to Inspect the Goods, Defectiveness, Notice of Defect, Customer's Rights in case of Defects
8.1 The Customer must inspect the Goods without undue delay upon delivery and must notify Parco-Pack of any defects that are obvious upon delivery of the Goods in writing and without undue delay, but not later than one week following delivery, whereby the type of the defect must be specified in detail. The Customer must notify Parco-Pack in writing of any hidden defects within a period of one week after having detected or having been able to detect the respective defect. Otherwise, the Customer shall lose its warranty claims with regard to these defects, notwithstanding the reasons the Customer may have for not adhering to these requirements. The aforementioned one-week period is deemed complied with if the Customer has sent the written notice of defect in due time, provided that Parco-Pack has actually received the notice of defect sent in due time.
8.2 Unless agreed otherwise in the contract, a defect does not already exist due to that fact that the Goods do not fulfill technical and other standards applicable in the country of destination or that the Goods are not suitable for purposes for which comparable goods are usually used. Variations of surface, structure and color of individual Goods do not constitute a defect as far as they relate to production technique and are acceptable.
8.3 If, after the Customer has given a notice of defect, a defect of the Goods cannot be found, the Customer must reimburse to Parco-Pack all costs having incurred in relation to the inspection of the Goods.
8.4 If the Goods are defective, Parco-Pack shall be entitled to remedy the defect by subsequent performance or delivery of a replacement.
8.5 If the defect of the Goods is not remedied by subsequent performance or delivery of a replacement within a reasonable time period, the Customer may request a reduction of the purchase price.
8.6 If the Goods are defective, the Customer shall not be entitled to rescind the contract instead of claiming a reduction of the purchase price according to Section 8.5, unless the defect constitutes a material breach of duty. No material breach of contract shall exist if Parco-Pack remedies the lack of conformity within a reasonable period to be fixed by the Customer but which shall not be less than six (6) weeks.
8.7 Claims for defects by the customer are excluded if the delivered goods have been transported or further processed by the customer after delivery by Parco-Pack or third parties, if changes to the goods are attributable to external influences (e.g. differences in temperature or humidity, storage) and are beyond the responsibility and control of Parco-Pack.
8.8 The Customer's rights in case of defects of the Goods shall become statute-barred within twelve months after delivery of the Goods to the Customer.
9. Liability, Damages
9.1 Parco-Pack shall be liable for damages vis-à-vis the Customer, in particular for consequential economic loss due to delayed delivery and/or performance or defectiveness of the Goods, only in the event of gross negligence or intent.
9.2 Subject to the provision in Section 9.3 and in Section 11.2, Parco-Pack shall be liable according to the statutory and contractually unchangeable provisions in case of product liability, data breaches and physical injury.
9.3 If a third party, which has purchased the Goods from the Customer or from another or several intermediate dealers of the retail chain, asserts claims vis-à-vis Parco-Pack under the provisions of a foreign law due to an alleged product defect of the Goods, the Customer undertakes to indemnify Parco-Pack within their interior relationship from any claims of the third party asserted in or out of court, provided that the Goods were in compliance with the technical and other standards with regard to product safety applicable in the Federal Republic of Germany and thus, the Goods were not defective within the relationship with the Customer.
10. Retention of Title
10.1 Parco-Pack shall retain title to the Goods unless the Customer has paid the purchase price in full as defined in Section 7.1.
10.2 The Customer is obliged to take all measures necessary for compliance with the retention of title according to Section 10.1 or for serving the purpose of a functionally equivalent security right accepted in the country of destination (domicile of the Customer). The breach of this obligation by the Customer constitutes a material breach of contract.
11. Privacy Policy
11.1 Parco-Pack shall collect, process or use personal data only within the scope of data protection regulations. For details, please refer to the Privacy Policy of Parco-Pack, which you can access under https://www.parco-pack.eu/en/Privacy or request from Parco-Pack at any time.
11.2 Unless otherwise provided in these Terms of Delivery, Parco-Pack shall be liable for infringement of data protection in accordance with legal provisions. For damages Parco-Pack is only liable in the event of intent or gross negligence.
12. Legal Venue, Applicable Law
12.1 The courts in Konstanz, Germany, shall have exclusive jurisdiction over all disputes arising out of this contract if the registered place of business of the Purchaser is within the European Union. All disputes arising out of or in connection with the contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator appointed in accordance with the said Rules if the registered place of business of the Purchaser is outside the European Union. The place of arbitration shall be Konstanz, Germany. The arbitration proceedings shall be conducted in German.
12.2 The laws of Switzerland including the UN Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 shall apply to these Terms of Delivery and the contractual relationship of the contracting parties.
13. Packaging material
Unless otherwise agreed in writing, we shall only take back packaging material to the extent that we are obliged to do so in accordance with the Packaging Ordinance.
14. Final Provisions
14.1 If one or several provisions of the contract and/or these Terms of Delivery shall be or become invalid or unenforceable, the validity of the remaining provisions of the contract and/or the Terms of Delivery shall not be affected hereby. In such case, the contracting parties undertake to replace the invalid or unenforceable provision by such valid and enforceable provision that comes closest to the intended economic purpose. The same shall apply if the contract is incomplete.
14.2 The contracting parties mutually undertake to take all reasonable measures necessary for achieving the purpose of the contract and to refrain from any act that may affect the fulfillment and performance of the contract.
Konstanz, 10.10.2025