General terms and conditions

General Terms and Conditions of Purchase (GTC) of MENKE Industrie­verpackungen GmbH

§ 1 Scope

(1) The General Terms and Conditions of Purchase (GTC) accepted by both contracting parties govern the terms and conditions between MENKE Industrie­verpackungen GmbH, Beckedorfer Bogen 7, 21218 Seevetal, hereinafter referred to as ‘MENKE’, and the supplier, hereinafter referred to as ‘Supplier’, as a purchase contract within the meaning of §§ 433 ff. BGB (German Civil Code), unless otherwise agreed in writing between the contracting parties.

(2) The GTC govern the legal framework for all purchases of goods by MENKE from its suppliers. They apply to all contracts, deliveries and other services, unless otherwise agreed in writing.

(3) Deviating or supplementary terms and conditions of the supplier shall only become part of the contract if they are expressly recognised in writing by MENKE.

§ 2 Subject matter

(1) The subject matter of the contract is the delivery of industrial packaging, including hazardous goods packaging, in accordance with MENKE's specifications and requirements. The supplier undertakes to deliver the ordered packaging in the agreed quality, quantity and at the agreed time.

(2) Industrial packaging includes all types of packaging that can be used for industrial purposes, including but not limited to pallets, containers, drums, canisters, buckets, bottles, cans, cartons, sacks and special packaging for dangerous goods. The packaging for dangerous goods must comply with the legal regulations and standards for the safe transport and storage of dangerous goods.

(3) The Supplier guarantees that the packaging delivered complies with the applicable national and international standards and with the specific requirements and specifications of MENKE. This includes compliance with all relevant safety and environmental regulations.

(4) Changes to the subject matter of the contract, in particular with regard to the specifications and quantities of the packaging to be delivered, require the written consent of both contracting parties. Such changes may result in additional costs and changes to the delivery time, which must be agreed in advance between the parties.

(5) The supplier undertakes to provide all necessary documentation, certifications and evidence confirming compliance with the legal regulations and standards for industrial packaging and dangerous goods packaging.

(6) If the supplier determines that it is unable to deliver the agreed industrial packaging or dangerous goods packaging, it must inform MENKE immediately and work with MENKE to develop possible alternatives. This may include the delivery of replacement products or the adjustment of the delivery conditions.

§ 3 Custom-made products and work performance

(1) MENKE mainly purchases standard goods such as IBCs, drums, canisters, buckets and similar industrial packaging from its suppliers. In addition, MENKE may occasionally order custom-made products that require specific requirements and individual adjustments.

(2) Suppliers are obliged to strictly observe the requirements for custom-made products and to comply with the necessary technical specifications, materials and production processes specified by MENKE. The quality and properties of custom-made products must comply with the standards and requirements specified by MENKE.

(3) Before commencing production of custom-made products, the supplier must submit detailed plans and specifications to MENKE for approval. MENKE reserves the right to review these plans and request changes if necessary. Production may only commence after written approval has been given by MENKE.

(4) The supplier must ensure that custom-made products are delivered on time and in the agreed quality. If the supplier is unable to meet the requirements, MENKE shall be entitled to claim damages and, if necessary, to commission alternative suppliers.

§ 4 Special provisions for packaging for hazardous substances

(1) The supplier undertakes to comply with all statutory and official regulations relating to the packaging, labelling and transport of hazardous substances.

(2) Packaging for hazardous substances must be designed and manufactured in such a way that it meets the specific requirements of the respective hazardous substance. This includes, in particular, the prevention of leaks, sufficient stability and resistance to mechanical stress, and protection against external influences. The packaging must comply with the test requirements for hazardous goods packaging and be certified accordingly.

(3) All packaging for hazardous substances must be properly and clearly marked with the prescribed hazard symbols, hazard warnings, safety instructions and other markings. These markings must comply with the current legal requirements and be in the language of the country of destination.

(4) The supplier is obliged to provide MENKE with the complete and current safety data sheets upon delivery of hazardous substances. These safety data sheets must be available in the respective national language of the country of destination and contain all relevant information for the safe handling, transport, storage and disposal of the hazardous substance.

(5) The supplier shall ensure that all persons involved in the packaging, labelling, transport and storage of hazardous substances are appropriately trained and informed about the specific hazards and safety measures. The supplier shall regularly check and document compliance with these training obligations.

(6) The supplier shall be liable for all damage resulting from non-compliance with the statutory and contractual requirements relating to the packaging, labelling and transport of hazardous substances. This includes, in particular, damage caused by leaks, incorrect labelling or improper handling.

(7) The supplier shall indemnify MENKE against all claims by third parties resulting from non-compliance with the statutory and contractual requirements relating to the packaging, labelling and transport of hazardous substances. This also includes all costs incurred by MENKE in connection with the defence against such claims, including legal and court costs.

§ 5 Order and offer

(1) MENKE shall send requests for goods to the supplier. These requests shall include detailed specifications of the goods required, including quantities, quality requirements, technical specifications, delivery deadlines and other relevant conditions.

(2) The supplier is obliged to submit a written offer to MENKE within a reasonable period specified in the request.

(3) The supplier is obliged to clearly indicate and justify any changes or deviations from the conditions and specifications specified in the enquiry in its offer.

(4) The supplier's offer constitutes a binding offer that is valid for a period of 14 days from receipt of the offer by MENKE, unless otherwise specified in the offer.

MENKE may accept or reject the offer in writing within this period.

(5) A contract between MENKE and the supplier shall only come into effect upon written order confirmation by MENKE, which shall be sent to the supplier by email. Verbal agreements and commitments shall only be binding if they are confirmed in writing.

§ 6 Terms of delivery

(1) Delivery shall be made in accordance with Incoterms 2020 ‘Delivered Duty Paid’ (DDP), unless otherwise agreed in writing in individual cases. The supplier shall bear all costs and risks, including transport costs, customs clearance, insurance and other charges, until the goods are delivered to the location specified by MENKE.

The price therefore includes, in particular, the costs of packaging and shipping. Additional claims of any kind are excluded.

(2) The supplier is responsible for the proper packaging, labelling and shipping of the goods to ensure that they arrive at their destination undamaged and complete. The packaging must meet the requirements of the respective means of transport and ensure the safe arrival of the goods.

(3) The supplier shall enclose all necessary documents for customs clearance and transport and ensure that these are complete and correctly filled out. The supplier shall be responsible for any delays or additional costs arising from incorrect or incomplete documents.

(4) Delivery dates are binding and must be strictly adhered to. The supplier is obliged to inform MENKE immediately in writing if circumstances arise or become apparent that could jeopardise delivery on time. In such a case, the supplier must take appropriate measures to minimise the delay in delivery and inform MENKE of the expected new delivery time.

(5) Deliveries made ahead of schedule without the express consent of MENKE shall not affect the payment terms linked to the scheduled delivery date. MENKE reserves the right to return goods that arrive early at the supplier's expense or to date them to the specified delivery date. The supplier shall bear the costs and risks of such returns.

(6) In the event of a delay in delivery, MENKE shall be entitled, after setting a reasonable grace period, to withdraw from the contract and claim damages. The setting of a grace period shall not be necessary if the supplier seriously and definitively refuses delivery or if special circumstances exist which, taking into account the interests of both parties, justify immediate withdrawal.

(7) In the event of a delay in delivery, the supplier shall compensate MENKE for all damages incurred as a result of the delay. These include, but are not limited to:

a. Additional costs for cover purchases or replacement purchases that MENKE must make to compensate for the missing delivery.

b. Production losses and lost profits incurred by MENKE as a result of the delayed delivery.

c. Contractual penalties that MENKE has to pay to its customers due to the delayed delivery.

(8) Partial deliveries are only permitted with the express written consent of MENKE. Each partial delivery shall be treated as a separate delivery and marked accordingly. Consent to partial deliveries does not release the supplier from compliance with the agreed total delivery period.

(9) MENKE reserves the right to inspect the delivered goods upon delivery and to report any defects immediately. Acceptance of the delivery is subject to inspection for completeness, quality and freedom from defects. Obvious defects shall be reported within 14 days of delivery, hidden defects immediately upon discovery.

(10) In the event that the delivery does not comply with the agreed conditions, MENKE shall be entitled to refuse acceptance of the goods and to assert claims for damages. The supplier shall be liable for all damages incurred by MENKE as a result of improper delivery.

(11)

The supplier undertakes to provide MENKE, upon request, with information on the status of production and the expected delivery date of the goods. MENKE is entitled to inspect the production of the goods on site after giving prior notice and during the supplier's normal business hours.

§ 7 Cost estimate

(1) No remuneration shall be granted for the preparation of cost estimates and the like.

The supplier shall prepare the cost estimate at its own expense and provide it to MENKE free of charge. (2) If, during the performance of the work, the supplier determines that the cost estimate will be exceeded by more than 10%, it shall be obliged to cease work immediately, unless there is a risk of imminent danger.

In cases of imminent danger, the supplier shall take the necessary measures to avert damage and inform MENKE immediately.

(3) The supplier shall inform MENKE immediately of any anticipated cost overruns and await MENKE's decision on how to proceed. The supplier may only continue with the work after receiving written consent from MENKE.

(4) The notification of the anticipated cost estimate overrun must contain detailed information on the reasons for and the extent of the overrun. MENKE will then make a decision and give the supplier appropriate instructions. MENKE's decision shall be binding on the supplier.

§ 8 Terms of payment

(1) Agreed prices are fixed prices and are not subject to change. Payment shall generally be made after proper receipt of the goods and receipt of a verifiable and proper invoice. The invoice must contain all information required by law, in particular:

a. The full name and address of the supplier and MENKE.

b. The tax number or VAT identification number of the supplier.

c. The invoice date and a unique invoice number.

d. The order number and order date of MENKE.

e. A detailed description of the goods delivered or services rendered, including quantities and unit prices.

f. The delivery date and place of delivery.

g. The total amount of the invoice, broken down into the net amount, applicable VAT rate and VAT amount, as well as the gross amount.

h. Any cash discount or rebate agreements granted in connection with the order.

(2) The supplier is obliged to ensure that the invoice is received by MENKE in a verifiable form. Invoices that are incomplete or incorrect will not be processed by MENKE and will be rejected. In this case, the payment period shall not commence until the corrected and complete invoice has been received.

(3) Payment shall be made by bank transfer to the bank account specified by the supplier. MENKE is obliged to make payments within the agreed payment terms. The date on which the amount is debited from MENKE's account shall be decisive for determining whether payment has been made on time. The supplier is obliged to inform MENKE in good time of any changes to its bank details. MENKE shall not be liable for delays or incorrect transfers resulting from incomplete or incorrect information provided by the supplier.

(4) MENKE shall be entitled to offset its own claims against claims of the supplier, even if these claims are disputed. MENKE's rights of retention cannot be restricted.

(5) The supplier is not entitled to assign claims against MENKE to third parties or have them collected by third parties without the prior written consent of MENKE.

(6) In the event that MENKE has justified objections to the delivered goods, MENKE is entitled to withhold payment accordingly until the objections have been clarified.

In such a case, the supplier shall be informed immediately of the objections and requested to remedy them within a reasonable period of time.

§ 9 Quality assurance

(1) The supplier undertakes to maintain a quality management system in accordance with recognised norms and standards and to improve it continuously.

The supplier shall ensure that the goods delivered comply with the agreed specifications, quality requirements and the relevant statutory provisions.

(2) The supplier shall carry out regular quality controls and document these. The quality controls shall include, in particular, the inspection of raw materials, production processes and end products. The documentation of the quality controls shall be submitted to MENKE upon request.

(3) MENKE shall be entitled, after prior notification, to carry out audits at the supplier's premises during normal business hours in order to verify compliance with the quality requirements. The supplier shall grant MENKE access to the relevant production facilities, testing equipment and quality documentation and shall provide the necessary support.

(4) The supplier undertakes to notify MENKE immediately of any deviations from the agreed specifications or quality requirements and to take appropriate measures to eliminate the deviations. The supplier shall inform MENKE of the measures taken and their effectiveness.

(5) The supplier undertakes to ensure the traceability of the delivered goods.

This includes the labelling of the goods and the documentation of the production and supply chain in order to be able to react quickly and effectively in the event of quality problems.

§ 10 Acceptance

(1) The acceptance of the delivered goods shall take place at the agreed place of destination. Acceptance requires that the goods comply with the agreed specifications and quality requirements and are free from material defects and defects of title.

(2) MENKE is obliged to inspect the delivered goods within a reasonable period of time after delivery and to notify the supplier in writing of any obvious defects immediately, but no later than 14 days after delivery. Hidden defects must be reported in writing immediately after their discovery.

(3) Acceptance shall be deemed to have taken place when MENKE expressly accepts the goods or puts the goods into use without objection.

(4) If MENKE discovers defects upon acceptance, the supplier is obliged to remedy the defects immediately at its own expense or to deliver goods free of defects. MENKE is entitled to refuse acceptance until the defects have been completely remedied or goods free of defects have been delivered.

(5) If the supplier fails to fulfil its obligation to remedy defects or make a replacement delivery within a reasonable period of time, MENKE shall be entitled to withdraw from the contract in accordance with the statutory provisions, reduce the purchase price or demand compensation for damages or reimbursement of futile expenses.

(6) The supplier shall bear all costs associated with the rectification of defects or subsequent delivery, including transport, travel, labour and material costs. This shall also apply if the defective goods are located at a place other than the place of performance.

§ 11 Warranty

(1) The supplier guarantees that the delivered goods are free from material defects and defects of title and that they comply with the agreed specifications and quality requirements. This includes, in particular, compliance with all relevant technical standards, safety regulations and environmental requirements.

(2) The warranty period is 36 months from the date of transfer of risk. Within this period, the supplier shall, at its own expense, remedy all defects that are demonstrably attributable to a fault in design, material or workmanship or, at MENKE's discretion, replace the defective goods.

(3) Unless otherwise specified in these Terms and Conditions of Purchase, liability for defects shall be governed by the statutory provisions.

(4) All costs associated with the fulfilment of claims for defects shall be borne by the Supplier. This applies in particular to the costs of freight, packaging and insurance, public charges, installation and removal costs, tests, including expert costs and costs for technical acceptance, etc. Any internal expenses incurred by us in connection with the search for defects, rectification or subsequent performance (including sorting work) shall be borne by the supplier, whereby the actual labour costs of the employees deployed by us, excluding any profit share, shall be decisive.

(5) In particularly urgent cases where setting even a very short deadline for rectification is unreasonable in view of the interests of both parties, MENKE shall be entitled to carry out rectification work itself or to commission it elsewhere. The costs shall be borne by the supplier.

§ 12 Liability

(1) The supplier shall be fully liable for all damage incurred by MENKE as a result of the delivery of defective goods. This includes both direct and indirect damage, including, but not limited to, loss of production, loss of profits, loss of use, damage to other goods or equipment belonging to MENKE, and other financial losses.

(2) The supplier's liability also extends to vicarious agents, subcontractors and other third parties whom the supplier uses to fulfil its obligations. The supplier must ensure that these persons are obliged to comply with the contractual obligations and legal regulations to the same extent as the supplier itself.

The supplier shall be liable for the fault of its vicarious agents and subcontractors as for its own fault. (3) The supplier is obliged to indemnify MENKE against all claims by third parties asserted against MENKE in connection with the delivery of defective goods. This includes, in particular, claims for product liability, infringement of third-party property rights, environmental or health damage, and other damage caused by the defective goods or services. (4) The supplier shall also be liable for damage incurred by MENKE as a result of delays in delivery or performance of the services. This includes, in particular, contractual penalties that MENKE has to pay to its customers or business partners due to delayed deliveries or services, as well as other damages caused by the delay. (5) In the event that MENKE has to take recall actions or other measures due to the delivery of defective goods, the supplier is obliged to bear the costs and expenses incurred in this regard.

This includes, in particular, the costs of identifying, retrieving, repairing or replacing the defective goods, as well as any other costs incurred in connection with the recall or other measures.

(6) The supplier's liability is not excluded or limited by any limitations of liability in its general terms and conditions or other contractual documents. Deviating agreements require the express written consent of MENKE.

(7) The supplier shall also be liable for damages incurred by MENKE as a result of a breach of confidentiality obligations or other ancillary contractual obligations. This includes, in particular, unauthorised access to confidential information, the disclosure of trade secrets to third parties or other breaches of the contractual agreements.

(8) The Supplier's liability also extends to damage caused by non-compliance with statutory provisions, official requirements or other legal provisions. The Supplier is obliged to inform MENKE immediately of any relevant changes in the legal framework and to ensure that the goods delivered and services provided always comply with the current legal requirements.

§ 13 Insurance

(1) The supplier undertakes to take out adequate liability insurance and to maintain it throughout the entire term of the contract, covering the risks arising from the delivery of defective goods. Upon request, the supplier shall provide MENKE with a copy of the insurance policy and proof of payment of the insurance premiums.

(2) In addition to liability insurance, the supplier undertakes to take out product liability insurance and maintain it throughout the entire term of the contract, covering the risks arising from the manufacture, distribution and use of the delivered goods.

(3) The supplier further undertakes to take out transport insurance and maintain it throughout the term of the contract, covering the risks arising from the transport of the goods to their destination.

(4) The supplier shall ensure that all subcontractors acting in connection with the performance of this contract also have adequate liability, product liability and transport insurance. The supplier shall provide MENKE with appropriate evidence from the subcontractors upon request.

(5) All insurance policies must be taken out with an insurance company licensed in the European Union. The supplier shall ensure that the insurance policies remain in force throughout the term of the contract and shall inform MENKE immediately of any changes or termination of the insurance policies.

(6) The supplier undertakes to notify MENKE immediately in writing if the insurance cover is restricted or terminated for any reason. In such a case, the supplier shall immediately and at its own expense take out new insurance that meets the requirements of this clause and provide MENKE with the relevant evidence.

(7) The Supplier's obligation to take out and maintain the aforementioned insurance policies does not release the Supplier from its statutory and contractual liability obligations towards MENKE.

§ 14 Drawings, models, tools

(1) MENKE reserves all property rights and copyrights to illustrations, drawings, calculations and other documents made available to the Supplier. These documents are intended exclusively for the performance of the Contract and may not be used by the Supplier for any other purpose, reproduced or made accessible to third parties.

(2) The drawings, models, tools and other documents produced by the supplier in accordance with MENKE's specific instructions may also not be used for other purposes, reproduced or made accessible to third parties. The supplier is obliged to maintain the confidentiality of these documents and to ensure that its employees and subcontractors also comply with this obligation.

(3) At MENKE's request, the supplier is obliged to return all documents, including copies provided by MENKE, to MENKE without delay. This applies regardless of whether a contract has been concluded or not. The supplier has no right of retention to these documents.

(4) The supplier is obliged to inform MENKE at any time of the whereabouts and use of the documents and to document this properly upon request. MENKE reserves the right to verify compliance with these obligations by appropriate means.

(5) In the event of a breach of the above provisions, MENKE reserves the right to assert claims for damages.

The supplier shall be liable for all damages incurred by MENKE as a result of unauthorised use or disclosure of the documents.

§ 15 Confidentiality

(1) The supplier undertakes to treat all information received in the course of the business relationship as confidential and to use it exclusively for the fulfilment of its contractual obligations. Confidential information includes all technical, commercial and other information that MENKE makes available to the supplier in connection with the business relationship or that the supplier receives within the scope of the cooperation, regardless of whether this is communicated verbally, in writing, electronically or in any other way. This includes, in particular, trade secrets, product information, technical data, drawings, plans, prototypes, software, market data, customer lists, pricing and other business information.

(2) The supplier undertakes not to disclose confidential information to third parties unless MENKE has expressly agreed to such disclosure in writing in advance. The supplier may only make confidential information available to those employees, vicarious agents and subcontractors who need this information to fulfil their contractual obligations and who are also bound to confidentiality. The supplier shall ensure that these persons use the confidential information only within the scope of their duties and in compliance with the confidentiality obligations.

(3) The supplier undertakes to take appropriate technical and organisational measures to maintain the confidentiality of the information and to prevent unauthorised access, loss, alteration or disclosure. This includes, among other things, measures for access control, data encryption, secure storage of documents and protection against cyber attacks.

(4) The supplier undertakes to return or destroy confidential information immediately if it is no longer required for the fulfilment of contractual obligations or if MENKE so requests. Upon request, the supplier shall confirm to MENKE in writing that all confidential information has been returned or destroyed in full. Electronic data shall be deleted in such a way that it cannot be restored.

(5) The confidentiality obligation shall continue to apply even after the business relationship has ended. Even after the end of the contract, the supplier shall continue to treat all confidential information as confidential and shall not use it for its own purposes or for the purposes of third parties. This obligation shall remain in force indefinitely as long as the confidential information has not become generally known or has been lawfully obtained by third parties without a breach of confidentiality obligations.

(6) The supplier shall be liable for all damages incurred by MENKE as a result of a breach of confidentiality obligations. This includes, in particular, damage caused by unauthorised access, unauthorised use, disclosure or loss of confidential information. The supplier shall indemnify MENKE against all claims by third parties asserted against MENKE in connection with the breach of confidentiality obligations.

(7) If legal regulations or official orders oblige the supplier to disclose confidential information, the supplier shall inform MENKE immediately and limit the disclosure to the minimum necessary. In such a case, the supplier shall support MENKE to the best of its ability in protecting its rights and interests.

(8) The supplier undertakes to transfer all obligations arising from this confidentiality clause to its vicarious agents, subcontractors and other third parties whom the supplier uses to fulfil its contractual obligations. The supplier shall ensure that these persons are bound to maintain confidentiality to the same extent as the supplier itself.

§ 16 Data protection

(1) The Supplier undertakes to process and protect all personal data obtained in the course of the business relationship in accordance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

Personal data is any information relating to an identified or identifiable natural person, such as name, address, email address, telephone number, date of birth, account details and other information that can directly or indirectly identify a person.

(2) The Supplier may only process personal data for the fulfilment of its contractual obligations and exclusively within the scope of MENKE's instructions. Any further processing, in particular for its own purposes or for disclosure to third parties, is only permitted with the express written consent of MENKE.

(3) The Supplier undertakes to take appropriate technical and organisational measures to ensure the security of personal data and to protect it from unauthorised access, loss, alteration or disclosure. These measures include, among other things, access and access controls, encryption, pseudonymisation, regular data backups and measures to ensure the availability and resilience of systems and services.

(4) The Supplier undertakes to inform MENKE immediately if it becomes aware of any breach of data protection regulations or any violation of the protection of personal data. The Supplier shall provide MENKE with its best possible support in fulfilling its obligations under the applicable data protection laws, in particular with regard to reporting data breaches to the supervisory authorities and affected persons.

(5) The supplier undertakes to delete or return personal data immediately if it is no longer required for the fulfilment of contractual obligations or if MENKE requests this. Upon request, the supplier shall confirm to MENKE in writing that all personal data has been completely deleted or returned. Electronic data shall be deleted in such a way that it cannot be restored.

(6) The supplier undertakes to transfer all obligations arising from this data protection clause to its vicarious agents, subcontractors and other third parties whom the supplier uses to fulfil its contractual obligations. The supplier must ensure that these persons are obliged to comply with the data protection provisions to the same extent as the supplier itself.

(7) The supplier shall be liable for all damages incurred by MENKE as a result of a breach of the data protection provisions. This includes, in particular, damages caused by unauthorised access, unauthorised use, disclosure or loss of personal data. The supplier shall indemnify MENKE against all claims by third parties asserted against MENKE in connection with the breach of the data protection provisions.

(8) The supplier undertakes, at MENKE's request, to provide evidence of compliance with the data protection obligations and to provide MENKE with all necessary information. This includes, in particular, the submission of documentation on the technical and organisational measures taken and the performance of audits and inspections by MENKE or a third party commissioned by MENKE.

(9) If legal regulations or official orders oblige the supplier to disclose personal data, the supplier shall inform MENKE immediately and limit the disclosure to the minimum necessary. In such a case, the supplier shall support MENKE to the best of its ability in safeguarding its rights and interests.

§ 17 Final provisions

(1) Amendments and additions to these Terms and Conditions of Purchase must be made in writing.

(2) Should individual provisions of these Terms and Conditions of Purchase be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision.

(3) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is the registered office of MENKE.

As of 01.08.2025

General Terms and Conditions (GTC) for the sale of goods

§ 1 Scope

(1) These General Terms and Conditions of Sale (hereinafter referred to as GTC) apply to all contracts concluded between MENKE Industrie­verpackungen GmbH, Beckedorfer Bogen 7, 21218 Seevetal (hereinafter referred to as ‘Seller’) and the customer (hereinafter referred to as ‘Customer’).

(2) Our offer is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code) who, at the time of conclusion of the contract, are acting in the exercise of their commercial or independent professional activity.

(3) The version of the GTC valid at the time of conclusion of the contract shall be decisive. The GTC shall also apply to all future business relationships, even if they are not expressly agreed again.

(4) Deviating terms and conditions of the Customer shall not be accepted. This shall also apply if the Seller does not expressly object to their inclusion.

§ 2 Conclusion

(1) The presentation and advertising of items and offers in catalogues, on websites, in other advertising materials or through other means of communication do not constitute a binding offer to conclude a purchase contract.

(2) By submitting an order, the customer places a legally binding order. Customers are bound to the order for a period of two (2) weeks after placing the order.

(3) The seller will confirm receipt of the order immediately by email or other suitable means of communication.

Such an email does not constitute a binding acceptance of the order unless it contains a declaration of acceptance in addition to confirmation of receipt.

(4) A contract is only concluded when the seller accepts the customer's order by means of a declaration of acceptance or by delivering the ordered items.

(5) If the delivery of the goods ordered by the customer is not possible, for example because the goods are not in stock, the seller shall refrain from issuing a declaration of acceptance. In this case, no contract shall be concluded. The seller shall inform the customer of this immediately and refund any payments already received without delay.

§ 3 Delivery conditions and reservation of advance payment

(1) The seller is entitled to make partial deliveries insofar as this is reasonable for the customer.

(2) The delivery period is approximately 10 working days, unless otherwise agreed. It begins – subject to the provision in paragraph (3) – upon conclusion of the contract.

(3) The delivery of goods by a forwarding agent shall be free to the kerbside, unless otherwise agreed in individual cases.

(4) In the case of orders from customers with their place of residence or business abroad or if there are justified indications of a risk of payment default, the seller reserves the right to deliver only after receipt of the purchase price plus shipping costs (advance payment reservation). If the seller makes use of the advance payment reservation, it shall inform the customer immediately. In this case, the delivery period shall commence upon payment of the purchase price plus value added tax and shipping costs.

(5) Upon handover of the goods to the forwarding agent, the carrier or any other person designated to carry out the shipment, the transport risk shall pass to the customer, § 447 BGB (German Civil Code).

§ 4 Prices and shipping costs

(1) The prices valid at the time of placing the order shall apply. All prices quoted on websites and other offers are net prices plus the applicable statutory value added tax and shipping costs.

(2) The shipping costs are specified in the price quotations.

(3) If the seller fulfils the order by partial deliveries, the customer shall only incur shipping costs for the first partial delivery. If partial deliveries are made at the customer's request, shipping costs will be charged for each partial delivery.

§ 5 Terms of payment, offsetting and right of retention

(1) The purchase price plus VAT and shipping costs shall be paid within two (2) weeks of receipt of our invoice, unless otherwise agreed.

(2) The customer may pay the purchase price plus VAT and shipping costs at their discretion using only the payment options offered by the seller.

(3) Customers are not entitled to offset claims against the seller unless their counterclaims have been legally established or are undisputed.

They shall also be entitled to offset claims against the seller if they assert complaints or counterclaims arising from the same purchase contract.

(4) Customers may only exercise a right of retention if their counterclaim arises from the same purchase contract.

(5) Payment of the purchase price is due immediately upon conclusion of the contract. If the due date for payment is determined by the calendar, customers shall be in default simply by missing the deadline. In this case, they shall pay the seller default interest at a rate of 9 percentage points above the base rate for the year.

(6) The obligation to pay default interest does not exclude us from asserting further claims for damages caused by default.

§ 6 Retention of title

(1) The delivered goods remain the property of the seller until the purchase price has been paid in full, including all ancillary claims. This also applies to all future deliveries, even if the seller does not always expressly refer to this.

(2) Within the scope of the ordinary course of business, customers are entitled to sell the products to third parties. However, the right to resell shall lapse if the customer is in default of payment of the purchase price or has suspended payments.

(3) The customer hereby assigns to the seller all claims arising from the resale of the goods subject to retention of title up to the amount of the gross sales price invoiced by the seller. This assignment is hereby accepted by the seller. The assigned claims serve to secure the seller's claims against the customer.

(4) The customer remains entitled to collect the assigned claims. However, this authorisation to collect may be revoked if the customer does not properly meet their payment obligations to the seller, in particular if they are in default of payment or if an application is made to open insolvency proceedings against the customer's assets.

(5) The seller is entitled to disclose the assignment to the third-party debtor if the customer is in default of payment or the authorisation to collect has been revoked. In such cases, the seller may collect the assigned claims itself.

(6) The customer is obliged to provide the seller, upon request, with a detailed list of the assigned claims and the names and addresses of the third-party debtors, to provide all information necessary for the collection of the claims, to hand over the relevant documents and to notify the third-party debtors of the assignment.

(7) The customer is obliged to treat the goods subject to retention of title with care and to insure them adequately against theft, fire and water at its own expense. The customer hereby assigns to the seller all insurance claims arising from a claim in respect of the goods subject to retention of title. The seller hereby accepts this assignment.

(8) In the event of access by third parties to the goods subject to retention of title, in particular seizures, the customer shall inform the third party of the seller's ownership and notify the seller immediately. The customer shall bear all costs incurred in removing the seizure and recovering the goods subject to retention of title, insofar as these cannot be collected from third parties.

(9) The seller undertakes to release the securities to which it is entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 10%. The selection of the securities to be released is at the discretion of the seller.

(10) If the customer breaches its obligations under this contract, in particular in the event of default in payment, the seller shall be entitled to take back the goods subject to retention of title. The taking back of the goods shall not constitute a withdrawal from the contract unless the seller expressly declares this in writing. After taking back the goods subject to retention of title, the seller shall be entitled to dispose of them. The proceeds of such realisation shall be offset against the customer's liabilities, less reasonable realisation costs.

§ 7 Warranty

(1) The seller shall be liable for material defects or defects of title in delivered items in accordance with the applicable statutory provisions, in particular §§ 434 ff. BGB (German Civil Code). The statutory warranty period is 12 months. It begins with the transfer of risk.

(2) Customers are obliged to inspect the purchased goods and to notify the seller immediately of any obvious defects. This also applies to hidden defects discovered later. If customers violate their obligation to inspect and give notice of defects, the assertion of warranty claims is excluded.

(3) Any seller's warranties given by the seller for certain items or manufacturer's warranties granted by the manufacturers of certain items shall be in addition to the claims for material defects or defects of title within the meaning of paragraph (1). Details of the scope of such warranties can be found in the warranty conditions accompanying the items, if applicable.

§ 8 Liability

(1) Claims for damages by the customer are excluded. This does not apply to claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by the seller, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.

(2) In the event of a breach of essential contractual obligations, the seller shall only be liable for foreseeable damage typical for this type of contract if this was caused by simple negligence, unless the customer's claims for damages arise from injury to life, limb or health.

(3) The restrictions in paragraphs (1) and (2) also apply in favour of the Seller's legal representatives and vicarious agents if claims are asserted directly against them.

(4) The limitations of liability resulting from paragraphs (1) and (2) shall not apply if the seller has fraudulently concealed the defect or has assumed a guarantee for the quality of the item. The same shall apply if the seller and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.

§ 9 Tolerances

(1) The customer shall tolerate weight deviations of +/- 5% of the delivered goods and dimensional deviations of +/- 3% from the specified dimensions. These tolerances shall be deemed to be in accordance with the contract and shall not entitle the customer to make any complaints or other claims.

(2) For all custom-made products, the seller has the right to make excess or short deliveries of up to 15% of the quantity ordered. For standard commercial products, the seller is entitled to make excess or short deliveries of up to 10% of the quantity ordered. Delivery shall be made with full invoicing of the actual quantities delivered. The customer acknowledges this provision as being in accordance with the contract and waives any claims for excess or short deliveries within the specified tolerance limits.

§ 10 Customer's obligations to cooperate, storage of goods and intended use

(1) The customer is obliged to store the delivered goods properly and to inform themselves independently about the storage conditions suitable in each individual case. This includes, in particular, compliance with the storage instructions provided by the seller and generally recognised standards and regulations for the storage of the respective type of goods.

(2) The customer must ensure that the storage conditions meet the specific requirements of the delivered goods. In particular, the customer is responsible for ensuring that sensitive goods, such as steel sheet packaging, are not stored outdoors or under conditions that could lead to adverse changes.

(3) If adverse changes or damage to the goods occur due to improper storage, this does not constitute a defect and does not justify any claims by the customer against the seller. In such cases, the customer shall bear sole responsibility for proper storage and the resulting consequences.

(4) The customer undertakes to take all necessary measures to ensure the proper storage of the goods and is obliged to inform the seller immediately of any difficulties or questions regarding storage.

(5) The customer is responsible for informing themselves prior to placing an order whether the packaging is suitable for their intended use. The seller accepts no liability for damage or loss resulting from the packaging being unsuitable for the intended use.

(6) In the event of breaches of the storage obligations, the obligation to check suitability for the intended purpose or other obligations of cooperation on the part of the buyer, the seller shall not be liable for any resulting damage or reduction in the quality of the delivered goods. In such cases, the buyer shall have no claim to warranty or compensation.

§ 11 Reconditioned packaging (‘refurbishing’)

(1) Customers who purchase reconditioned packaging are aware and accept that they are purchasing packaging that is not new. Reconditioned packaging may not meet the same requirements as new, unused packaging in terms of cleanliness, odour and other circumstances that may have been affected by previous use.

(2) Reconditioned packaging of average type and quality shall be owed and delivered. This means that the packaging is in a used but functional condition and fulfils its purpose without, however, achieving the quality and condition of new packaging. (3) The customer is responsible for checking before placing an order whether the reconditioned packaging is suitable for its intended use.

This includes, in particular, taking into account possible impairments resulting from the previous use of the packaging.

(4) In cases of doubt, the customer is advised to contact the seller before placing an order in order to clarify any questions or uncertainties regarding the suitability of the reconditioned packaging for the intended purpose.

(5) The seller accepts no liability for damage or loss resulting from the reconditioned packaging being unsuitable for the intended purpose or not meeting the customer's expectations in terms of cleanliness, odour or other circumstances affected by previous use.

(6) The customer bears sole responsibility for properly checking the suitability of the reconditioned packaging and for any consequences arising therefrom. Claims for warranty or damages due to the circumstances described above are excluded.

§ 12 Data protection

Customers can find detailed information on data protection at our company, in particular on the scope of data processing and their legal rights, in the seller's privacy policy at: www.menke-industrieverpackungen.de/datenschutzerklaerung.

§ 13 Copyright

The seller has copyright to all images, films and texts published on its website or in other advertisements. The use of images, films and texts is not permitted without the express consent of the seller.

§ 14 Applicable law and place of jurisdiction

(1) Amendments to these General Terms and Conditions must be made in writing. Verbal side agreements, including the waiver of the written form, must be made in writing to be valid.

(2) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(3) If the customer is a merchant and has their registered office in Germany at the time of the order, the exclusive place of jurisdiction is the registered office of the seller.

(4) Should parts of this contract be wholly or partially invalid, this shall not affect the validity of the remaining provisions. In this case, the parties undertake to replace the invalid provision with a provision that comes as close as possible to the purpose of the contract and is valid.

As of 01.08.2025