— TERMS & CONDITIONS
1 General, Definition
(1) Except to the extent otherwise agreed in writing, these general terms and conditions of sale
(“General Terms”) shall, to the exclusion of any other general terms and conditions, apply for all deliveries, services and
offers of JagoTech Paper GmbH, (following “JagoTech Paper”). Contrary or terms of the Purchaser differing from these
General Terms are not accepted, unless JagoTech Paper has expressly agreed upon in writing.
(2) The General Terms in the
respective current version also apply as frame agreement for all future agreements regarding the sale and / or the delivery
of goods with the same Purchaser without JagoTech Paper being obliged to make reference to the General Terms in each
(3) For the purposes of these General Terms JagoTech Paper and the Purchaser shall collectively be referred to
as the “Parties”. Depending on the context “Party” either means JagoTech Paper or the Purchaser.
2 Conclusion of Contract
(1) Offers of JagoTech Paper are subject to confirmation and are non-binding.
Paper’s acceptance of the Purchaser’s order is conditional on the Purchaser’s assent to these General Terms. Acceptance of
delivery by Purchaser without prior objection to these General Terms shall constitute such assent.
(3) A contract is
concluded only if confirmed by JagoTech Paper in writing.
(4) Cancellations of orders by the Purchaser require written form
and become effective only after respective approval by JagoTech Paper.
3 Delivery, Passing of Risk, Acceptance, Term of Delivery
(1) Delivery and prices are “ex works” (EXW) from JagoTech Paper
in Almersbach (interpreted according to the latest effective version of Incoterms). Almersbach also is the place of
(2) Upon request of the Purchaser and at his costs the goods will be shipped to another point of destination
(sale by delivery to a place other than the place of performance; Versendungskauf). If not agreed otherwise JagoTech Paper
is authorized to decide on the manner how the goods are shipped (especially the carrier, dispatch, packing and insurance).
(3) Partial deliveries are permissible.
(4) The risk of loss or damage to the goods passes to the Purchaser at the latest with
handing over of the goods. For a sale by a delivery to a place other than the place of performance the risk of loss or damage
to the goods as well as the risk for a delay, however, passes with handing over of the goods to the carrier, shipper or any
other person or institute put in charge with respect to the shipment of the goods.
(5) The delivery dates mentioned in the
order confirmation are non-binding and are only approximations.
4 Prices and Terms of Payment
(1) Prices are calculated ex works plus the respective statutory VAT and if not agreed
otherwise exclusive of costs for packaging, shipment, transportation, customs duties and other public charges.
(2) For sales
by a delivery to a place other than the place of performance (3 para. 2) the Purchaser bears the transportation costs from
stock and the costs for a respective transport insurance if insurance is requested by the Purchaser. All customs duties,
charges, taxes and other public charges are borne by the Purchaser. Transport and other packaging are not taken back by
JagoTech Paper. The Purchaser obtains ownership and will be obliged to duly dispose of the waste.
(3) The goods will be
invoiced on the date of shipment. The purchase price is due and payable net 30 days from the date of the invoice.
(4) If the
Purchaser fails to make payment when due or if after conclusion of the contract it becomes apparent that the financial
situation of the Purchaser has considerably declined JagoTech Paper according to the statutory provisions is entitled to
refuse performance and – as the case may be after setting a respective deadline – to withdraw from contract (Sec. 321
German Civil Code).
(5) Interest becomes due on late payments. The applicable interest rate is determined pursuant to Sec.
288 German Civil Code (BGB).
5 Retention of title
(1) JagoTech Paper retains title to the goods until receipt of payment of all current and future claims
resulting from the purchase contract or a current business relationship (secured claim) between the Parties as well as
between JagoTech Paper and related entities of the Purchaser. Bills of exchange or cheques of the Purchaser are deemed as
payment only with encashment. If in the country of destination the effectiveness of the retention of title is subject to
specific provisions or Acts Purchaser is responsible for their observance. Purchaser shall inform JagoTech Paper in this
(2) Until payment is made in full the goods sold under retention of title shall not be pledged or assigned for security
to third parties. Purchaser will support JagoTech Paper with respect to all required measures to protect JagoTech Paper’s
ownership in that country to which the goods are passed by or on demand of the Purchaser. Purchaser shall inform JagoTech
Paper in writing without delay if and as far as official access or access of third parties to goods owned by JagoTech Paper
occurs. Until payment is made in full Purchaser will effect an insurance for the delivered goods against theft, fire and water
as well as other risks.
(3) If Purchaser is in breach of contract, especially default of payment of the purchase price due,
JagoTech Paper in accordance with the statutory provisions is entitled to rescind from contract or/and to demand release of
goods delivered under retention of title. Demanding the release of the goods does not concurrently comprise the
declaration of rescission; JagoTech Paper rather is entitled to request release and to reserve the right for rescission. If
Purchaser does not pay the purchase price when due JagoTech Paper is entitled to assert such rights only after
unsuccessfully setting a time limit or immediately if the setting of such a time limit under the statutory provisions is
(4) The Purchaser may resell/process goods subject to the above retention of title only in the course of his
regular business. In this case the following provisions apply as well:
(a) The retention of title also refers to the full value of
products which came into existence from processing, mixing or assembling of JagoTech Paper’s goods. In this respect
JagoTech Paper is deemed to be the producer. Where the goods are processed, mixed or assembled with goods from a third
party and their ownership remains existent, JagoTech Paper becomes joint owner proportionate to the invoiced values of
the processed, mixed or assembled goods. Apart from that for the manufactured goods the same applies as for the goods
delivered under retention of title.
(b) Purchaser’s claims against third parties resulting from the resale of goods or products
are already assigned for security to JagoTech Paper entirely or in the amount of the co-ownership share respectively as
described above under item 4 (a). JagoTech Paper accepts such assignment. With respect to these claims Purchaser’s
obligations as described under 4 para. 2 apply as well.
(c) Alongside with JagoTech Paper the Purchaser shall be entitled to
receive payments. To the extent the Purchaser complies with his obligations for payment towards JagoTech Paper, does not
pay late, does not become subject to an application for insolvency or similar proceedings and that no other shortfall of
Purchaser’s performance is at hand JagoTech Paper agrees to not demand payment on the assigned claims. Is this case,
however, JagoTech Paper can demand from Purchaser to obtain respective information regarding the assigned claims and all
information required for the collection, to be provided with all according documentation and to inform the debtors (third
parties) about the assignment.
(d) If the liquidable value of the securities exceeds JagoTech Paper’s claims by more than
10% JagoTech Paper upon Purchaser’s request will release securities as elected by JagoTech Paper.
6. Rights of Purchaser in Case of Defect
(1) The use intended under the contract forms the basis for JagoTech Paper’s
liability for defects. All product specifications which relate to a single contract are regarded as use intended under the
contract; in this respect it does not make a difference whether the product specification originates from Purchaser, Producer
or JagoTech Paper.
(2) In case of non-conformity of the goods JagoTech Paper within the supplementary performance may
choose whether alternative performance will be carried out by way of subsequent improvement (Nachbesserung) or
delivery of conforming goods (Ersatzlieferung). JagoTech Paper’s right to reject the chosen kind of the supplementary
performance under the statutory provisions remains unaffected. JagoTech Paper is authorized for repeated alternative
performance, however, not more than three (3) attempts.
(3) Precondition for any rights of the Purchaser in case of a defect
is that the Purchaser has fully complied with his requirements regarding inspection and objection (Sec. 377, 381 German
Commercial Code (HGB)). If a defect is discovered during the inspection or later JagoTech Paper shall be informed in writing
without delay. In this respect without delay means within two (2) business days whereas for the observance of the time limit
receipt of the notification is decisive.
(4) JagoTech Paper’s liability for such non-conforming goods, however, is excluded if
the goods after discovery of the non-conformity are further utilized or processed.
(5) Deviant from Sec. 438para. 1 no. 3
German Civil Code (BGB) the statute of limitations for claims resulting from material and legal defects is one year from the
date of delivery.
7. Marginal Defects
Appearance of excess or shortage of quantities cannot be avoided when producing paper.
JagoTech Paper is therefore entitled to deliver excess or shortage of quantities within the following margins depending on the delivery
quantities. It is herewith expressly clarified that delivery of excess or shortage quantities within the following margins do not
give rise to a claim for alternative performance or reshipment of the excess quantity.
> 20 t+/- 10% , > 10 t+/- 20%, > 5 t+/- 30%.
(1) If not provided otherwise in these General Terms including the subsequent provisions JagoTech Paper in
case of a breach of a contractual or non-contractual obligation is liable as provided for in the applicable statutory provisions.
(2) For the compensation of damages JagoTech Paper is liable only in case of wilful intent or gross negligence. In case of
slight negligence JagoTech Paper is liable only
(a) for damage to life, body or health,
(b) for damages resulting from a breach
of a fundamental contractual obligation (obligation which is necessary for orderly performance of the contract and the
compliance of which is usually expected or can be expected by the other contracting party); in this case, however, JagoTech
Paper’s liability is limited to the typically predictable damage.
(3) Such limitations as provided for in § 8 para. 2 do not apply
where JagoTech Paper maliciously keeps a defect secret or where JagoTech Paper has assumed a legal warranty for the
quality of the goods. The same applies for claims of the Purchaser resulting from the Product Liability Act
9. Force Majeur
JagoTech Paper is not liable if non-conformance with a contractual obligation derives from circumstances
beyond JagoTech Paper’s sphere of influence, e.g. fire, explosion, accidents, strike, lockout, flooding, drought, embargo, war
(regardless of whether declared or not), uproar, act of God, terrorism, official action, scarcity of raw materials or means of
transport; the same applies if a sub-contractor of JagoTech Paper does not deliver in due time because of said reasons.
10 Applicable Law, Place of Jurisdiction and Severability
(1) These General Terms, as well as any other terms and
conditions that form the sales contract for the goods to be sold hereunder, shall be interpreted and construed in accordance
with the laws of Germany. The rules on conflict of laws within such jurisdiction and the UN Convention on Contracts for the
International Sale of Goods (CISG) shall not apply.
(2) All disputes arising out of, or in connection with, the sale of goods
hereunder shall be finally settled by arbitration. The arbitration shall be governed by the Rules of Arbitration of the
International Chamber of Commerce in Paris. The arbitration proceedings shall be conducted in English by one or more
arbitrators appointed in accordance with such rules, and the place of arbitration shall be Frankfurt am Main (Germany).
JagoTech Paper shall, however, additionally be entitled to lodge claims concerning collection of outstanding debts in any
court relevant to the Purchaser’s business or residence.
(3) The provisions of these General Terms are intended to be
severable. If any provision or part thereof is held invalid, then the rest of the General Terms shall remain in full force and