General terms and conditions
1. Validity
1.1.
These terms and conditions apply to all goods, services and offers from cocoon GmbH. This also applies to all future business, for which this does not need to be agreed anew.
1.2.
On conclusion of contract and at the latest with the receipt of the goods or services, the customer recognises the terms and conditions of cocoon GmbH. Hereby, any references or contrary confirmation by the customer referring to its own terms and conditions of business, purchase or sale are rejected. Agreement to any additional or deviating general terms and conditions, even if acknowledged without contradiction by cocoon GmbH, must be made in writing with the approval of cocoon GmbH. These will only become an element of the contract and gain validity if confirmed in writing by cocoon and individually for each contract.
2. Offers and contractual conclusion
2.1.
All offers made by cocoon GmbH are non-binding and are made in writing. We see an order as a binding declaration to acquire goods. Within a period of 2 weeks from receipt, cocoon GmbH can accept the offer of a contract that accompanies the order.
2.2.
Acceptance by cocoon GmbH can take place using an order confirmation or immediate contractual fulfilment. Any subsequent changes caused by the customer entitle cocoon GmbH to alter the contractual conditions. All alterations must be made in writing.
2.3.
We retain the right to withdraw from an order if the orderer’s financial situation significantly deteriorates or we subsequently discover such a deterioration and the orderer is unable to pay step by step, prepay (advance payment) or provide a security.
3. Prices, shipping and assumption of risk
3.1.
The minimum order value per order is € 100.
3.2.
All prices are in euro and do not include the statutory VAT.
3.3.
If no other arrangement is made, prices are ex works.
3.4.
The shipping risk lies with the customer and, if not otherwise agreed, at the customer’s cost. Other costs such as customs, duties and transport packaging will be specially invoiced.
3.5.
Pallets, pallet cages and other exchangeable shipping packaging are charged for if they are not exchanged step by step during goods delivery or are sent back within 6 weeks free of charge, shipping or expenses to cocoon GmbH. The multiple-use containers remain the full property of cocoon GmbH up to exchange or full payment.
4. Delivery
4.1.
All delivery dates and deadlines, binding or not, must be agreed in writing. A potential delivery deadline starts on the sending of the order confirmation, if all the necessary documents (approvals, releases, payment etc.) have been provided.
4.2.
Unforeseen obstacles lying outside the sphere of influence of cocoon GmbH, e.g. labour disputes, strikes, operational disruption, delays in the supply of raw goods and similar, which have a proven effect on the delivery of the items, can lead to extended deadlines and must be accepted. This regulation also applies to subcontractors. The duration of the obstacle or measures defines the extension of the deadline. The above conditions are also not to be attributed to cocoon GmbH if they arise while delays are already in place.
4.3.
On discovery of such circumstances, cocoon GmbH is obliged to inform the customer as soon as possible.
4.4.
If the customer makes alterations after order confirmation, they will receive a new delivery deadline on confirmation of the change.
4.5.
If the customer delays acceptance or does not fulfil its obligation to cooperate, cocoon GmbH is entitled to bill the customer for the costs arising or additional expenditures.
4.6.
The right to make further claims is reserved.
5. Partial deliveries and call orders
5.1.
If partial deliveries within the given delivery period by cocoon GmbH do not result in any detriment to the use of the goods, they are considered permitted.
5.2.
If acceptance processes are agreed in delivery plans or partial delivery agreements, the customer is obliged without limitation to accept and pay for the goods. Call orders where no fixed delivery dates are set must, if not otherwise agreed, be accepted for all goods within 6 months of the date of the order confirmation.
5.3.
If no acceptance is made in the first two months, cocoon GmbH reserves the right to deliver a partial quantity every 4 weeks and to invoice for it until, on expiry of the 6-month deadline, all goods have been delivered and billed.
6. Company symbols
cocoon GmbH has the right to apply its logo, operational code or other identifiers to the objects of delivery.
7. Corrugated board measurements
7.1.
All measurements for corrugated board are in millimetres in the following order: length x width x height; these are internal measures. Deviations must be indicated in writing. For cuts of corrugated board, the first measurement relates to the direction of corrugation.
7.2.
In case of doubt, this also applies to other packaging.
7.3.
Drawings, figures, measurements, weights or performance data are only binding when agreed in writing. Then too, however, the measurement tolerances under point 8.3 also apply.
8. Quantity tolerances
8.1.
cocoon GmbH reserves the right to the following quantity tolerances, caused by technical factors in production. Up to 1,000 pieces 20%, up to 3,000 pieces 15%, more than 3,000 pieces 10%. These quantity tolerances also apply to replacement deliveries.
8.2.
For minimal deliveries, there is no claim to subsequent delivery within these tolerances. Shortfalls will not be invoiced, but excess deliveries within the tolerance will be delivered and billed for.
8.3.
Minimal deviations in form, colour, weight and composition of the object of delivery, including in adhesion, joining and printing, remain within the bounds of the expected. Measurement tolerances of +/- 3 mm for dimensions up to 600 mm and +/- 0.5% for dimensions over 600 mm are not considered defects, and are permitted.
9. Guarantee
9.1.
Clear defects should be reported to cocoon GmbH in writing at the latest one week after receipt of the goods.
9.2.
Defects not detected until after this deadline are to be communicated to cocoon GmbH as soon as possible after detection. Otherwise, the cocoon GmbH guarantee cannot be provided.
9.3.
The customer bears the full burden of proof for all claim prerequisites, in particular for the defect, for the period of time during which the defect was detected and for the timely notification of the defect.
9.4.
If a claim is made, cocoon GmbH retains the right to decide whether to fulfil it through rectification or replacement. If no restitution is possible, the customer can choose between reducing the remuneration or withdrawing from the contract. This choice is not available in case of minimal defects or contractual nonconformities.
9.5.
No damages or additional claims can be exercised if cocoon GmbH or its subcontractor have not acted with gross negligence or malicious intent.
9.6.
The guarantee runs for a year from delivery of the goods. The guarantee does not apply if the customer does not report the defect without delay to cocoon GmbH.
10. Retention of title
10.1.
cocoon GmbH remains the owner of the objects of delivery up to the complete payment of all accounts within the current business relationship.
10.2.
If, on the part of the customer, a contractually non-compliant behaviour arises, particularly delayed payment, cocoon GmbH is entitled to request the return of the goods and the customer obliged to do so once warned.
10.3.
The customer is entitled to sell on the objects of delivery in the course of ordinary business.
10.4.
However, it now assigns to cocoon GmbH all claims to the amount of the purchase price (incl. VAT) agreed between cocoon GmbH and the customer and which accrue to the customer from the resale, regardless of whether the delivery items are resold without or with further processing.
10.5.
If amounts are received from this sale and its claims, these are to be transferred to cocoon GmbH with priority up to the amount of the claim to which it is entitled.
10.6.
cocoon GmbH’s entitlement to collect on these claims itself is unaffected by this; however, cocoon GmbH commits not to do so if the customer fulfils its payment obligations. If this does not take place, cocoon GmbH can demand the customer provide all information for collection and announces the assignment to the debtor.
10.7.
If the goods are processed or alterations to them take place, this takes place on behalf of cocoon GmbH.
10.8.
If the objects of delivery are combined with other objects that are not the property of cocoon GmbH, cocoon GmbH obtains co-ownership of the result to the proportion of the value it has provided.
10.9.
The customer may not pledge nor offer the objects of delivery as a security. In case of disposal by third parties, e.g. seizure and confiscation, the customer must inform cocoon GmbH immediately and provide all documents and information in order to protect the rights of cocoon GmbH. cocoon GmbH’s rights are to be referred to towards third parties such as enforcement officers.
11. Data storage
We make you aware that we store and process your data using EDP where necessary for business and within the framework of federal data protection legislation.
12. Copyright
12.1.
It is the full responsibility of the customer to ensure the prototypes, templates etc. provided by it or produced to its specifications do not infringe on third-party rights.
12.2.
The prototypes, patterns, designs, sketches, test prints and embossed designs developed and/or produced by cocoon GmbH remain the property of cocoon GmbH.
12.3.
Without prior written approval from cocoon GmbH, these may neither be reproduced nor imitated nor made accessible to third parties and competitor companies.
12.4.
This also applies in the offer and project phase.
13. Payment terms
13.1.
Delivered goods are to be paid for 30 days net from the invoice date.
13.2.
If payment takes place within 8 days of the invoice, cocoon GmbH offers a 2% discount on the net value of the goods.
13.3.
The purchaser is only entitled to offset invoices if the counterclaim is uncontested or legally justified.
13.4.
The customer only has right of lien if its counterclaim is based on the same contractual relationship.
13.5.
Payment is considered to have taken place once cocoon GmbH has full control of the sum paid. If cheques are used for payment, this is when the cheque is cashed.
13.6.
Bills of exchange cannot be accepted.
13.7.
cocoon GmbH is entitled to declare the entire residual debt due if it becomes aware of conditions placing in doubt the creditworthiness of the customer, say, if a cheque bounces, if the customer’s due payments to cocoon GmbH are delayed or the customer stops such payments. This also applies if cocoon GmbH has accepted cheques.
14. Place of jurisdiction and applicable law
14.1.
Exclusively German law applies.
14.2.
The provisions of UN commercial law have no effect.
14.3.
For all disputes arising from the contractual relationship, the complaint must be made at the court responsible for the cocoon GmbH headquarters.
14.4.
The place of fulfilment is 07745 Jena.
14.5.
cocoon GmbH is also entitled to make a complaint at the customer’s headquarters.
15. Other agreements
15.1
Transfer of claims against us to third parties is excluded. § 354 a HGB is unaffected by this.
15.2.
If individual provisions of this contract with the customer or these general terms and conditions are or become ineffective, in whole or in part, the validity of the other provisions is unaffected. The wholly or partially ineffective provision should be replaced by such a provision that comes as close as possible to it in terms of economic effect.
