On February 1st, 1875, Robert Brangs and Friedrich Heinrich founded the company Brangs + Heinrich in Solingen. Robert Brangs retired as early as 1883. To this day, the company is majority-owned by the founding Heinrich family. The fourth generation is already working on technically up-to-date packaging solutions with continuous commitment.
AGBGeneral Terms and Conditions (GTC) for Sale and Delivery of Brangs + Heinrich GmbH, Felder Strasse 79-81, 42651 Solingen and its subsidiaries
(1) For all current and future business relationships between the company Brangs + Heinrich GmbH, Solingen, and their Customers the following terms and conditions shall apply, even if no express reference is made to the General Terms and Conditions before and at the time of conclusion of the contract. Any deviating or supplementary general terms and conditions of the customer shall be not recognized. The present GTC shall then also become an integral part of the contract, if Brangs + Heinrich GmbH concludes contracts in the knowledge of conflicting provisions.
(2) Customers within the meaning of these GTC are to be considered exclusively:
- Entrepreneur, so natural or legal person or legal partnerships, which at the time of Ordering goods or services at the company Brangs + Heinrich GmbH in the exercise of their commercial or self-employed occupational activity,
- legal persons governed by public law, or
- special funds under public law.
1. Contractual content and conclusion
(1) The information on goods and services on the Internet at "www.brangs-heinrich.com", their national sub-pages or in other Media with regard to quality, dimensions, colours, prices, etc. are made as accurately as possible, but are non-binding. Illustrations and photos are for illustration only. Only the content of the product descriptions is decisive. Brangs + Heinrich GmbH expressly reserves the right to make minor and reasonable product changes. In particular, technical and design deviations shall remain of descriptions and information in brochures, quotations and written documents as well as changes in services, design and materials in the course of technical progress, without the customer being able to derive any rights. Information about the products of Brangs + Heinrich GmbH (technical data, dimensions, etc.) are only approximate, they are not a guaranteed quality, unless the guarantee is made expressly and in writing.
(2) On samples, drawings, cost estimates, etc. - also in electronic form - Brangs + Heinrich GmbH reserves all property rights and copyrights. They may not be made accessible to third parties without the approval of Brangs + Heinrich GmbH and must be returned immediately upon request by Brangs + Heinrich GmbH.
(3) The representations of the goods and services of Brangs + Heinrich GmbH on the aforementioned website or in other media do not constitute binding contractual offers. Only by the order of a customer a binding offer is given. Brangs + Heinrich GmbH reserves the right to freely decide on the acceptance of the respective offer. A contract is only concluded when Brangs + Heinrich GmbH accepts the order by order confirmation or by delivery of the goods. The order confirmation can be sent by e-mail. An automatically generated and sent e-mail, confirming receipt of the order, does not constitute an order confirmation. If the customer did not provide an e-mail address when placing the order, the contract shall come into effect upon delivery of the goods, unless he has received an order confirmation by other means.2. Contract contents / tolerances
(1) For the contracts concluded with Brangs + Heinrich GmbH for deliveries and services, the tolerance conditions of the General Conditions of Sale for Paper, Cardboard and Board of CEPAC and the Association of the German Corrugated Board Industry (VDW) shall apply exclusively. The current version can be requested from Brangs + Heinrich GmbH.
(2) In addition, for the contracts concluded with Brangs + Heinrich GmbH concerning deliveries and services, only the respectively current test and evaluation clauses for polyethylene films and products made by the packaging trade association, which as part of the general association of the plastics processing industry (GKV), which represents the interests of the German plastic packaging industry. The current version can also be requested from Brangs + Heinrich GmbH.
(3) In addition, the standards for stretch, air cushion and foam products currently drawn up by the initiatives Pro Stretch prostretch.de/dieprostretch-garantie) and Light & Safe (https://lightandsafe.com/produkte), which can also be requested from Brangs + Heinrich GmbH, apply exclusively to the contracts concluded with Brangs + Heinrich GmbH for deliveries and services.
(4) The tolerance conditions under Section 5 shall apply to the delivery quantity.3. Deliveries
(1) The agreements on a binding delivery time ( service time ) must be made in writing. If the delivery period does not result from the contract or the circumstances, a delivery period of approx. ten working days shall be deemed to have been agreed; in the case of the delivery of machines, a delivery period of approx. 21 working days shall be deemed to have been agreed. The delivery period shall be deemed to have been observed if the respective product has left the factory by the end of the specified period or Brangs + Heinrich GmbH has indicated readiness for delivery. Insofar as an acceptance has to be made, the acceptance date shall be decisive; this does not apply to legitimate refusal of acceptance. In the event that Brangs + Heinrich GmbH is unable to perform on time, it shall inform the customer immediately. The punctual service presupposes that all commercial and technical questions between the company Brangs + Heinrich GmbH and the customer have been clarified and the customer has fulfilled all the obligations incumbent upon him, such as providing required official approvals, down payment or fulfillment of other contractual obligations.
(2) If Brangs + Heinrich GmbH is not responsible for the delay, such as energy shortage, import difficulties, operational and traffic disruptions, strikes, unavailability of raw materials, force majeure or delays on the part of the suppliers, the service life is extended appropriately. If the company Brangs + Heinrich GmbH can not afford even after a reasonable extension, both the customer and the company Brangs + Heinrich GmbH are entitled to withdraw from the contract. Customer damage claims are ruled out.
(3) If Brangs + Heinrich GmbH is responsible for the delay, the customer may withdraw from the contract in accordance with the statutory provisions. If the customer suffers damage as a result of the delay, he shall be entitled to demand lump sum compensation. It shall amount to 0.5% for each full week of delay, but not more than a total of 5% of the value of that part of the service which cannot be used in time or in accordance with the contract as a result of the delay.
(4) Any further liability for a damage caused by Brangs + Heinrich GmbH is excluded. The further legal claims and rights of the buyer, to which he is entitled in addition to the claim for damages due to a delay in delivery for which Brangs + Heinrich GmbH is responsible, remain unaffected.
(5) If the purchaser is in default of acceptance, Brangs + Heinrich GmbH shall be entitled to demand compensation for the damage incurred and any additional expenses. The same shall apply if the purchaser culpably violates his obligations to cooperate. The risk of accidental loss and accidental deterioration shall pass to the purchaser upon the occurrence of default in acceptance or debtor's delay.
(6) Orders for domestic deliveries with a total value of less than € 50,00 shall be regarded as small orders which are not in proportion to the administrative expenses. For these small orders a surcharge of € 15,00 plus VAT will be charged. For online orders below 100,- € order value shipping costs of € 9,90 apply. Orders over € 100,00 order value are delivered free of charge.
(7) For each order Brangs + Heinrich GmbH also charges a lump sum for transport insurance as well as packaging in the amount of € 4,00 plus applicable value added tax. If and insofar as separate costs for transport insurance and packaging of the goods are incurred, they will have to be borne by the customer on an individual basis; these costs may exceed the aforementioned lump sum.
(8) Brangs + Heinrich GmbH reserves the right to make partial deliveries if these are reasonable for the customer.
(9) In any case, goods shall be transported by rail or freight forwarding as well as deliveries abroad at the expense and risk of the customer.
(10) The delivery of the goods to the person designated to carry out the shipment shall transfer the risk of loss, destruction or deterioration of the goods and the risk of price to the customer.4. withdrawal
Brangs + Heinrich GmbH reserves the right to carry out a credit check in order to safeguard legitimate interests (e.g. in the case of advance servicce) and to withdraw from the contract on the basis of the results of the credit check. The right to withdraw is also reserved in the event that the goods are not available for a period of at least four weeks or data errors are present, due to which the order cannot be executed.5. material defects / warranty
(1) Warranty claims of the buyer shall only exist if the buyer has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). The customer must inspect the product immediately upon receipt. Brangs + Heinrich must be notified in writing of recognisable defects within one week of receipt of the product or - if the defect only becomes apparent later - within one week of discovery. If this does not occur, the product shall be deemed to have been approved.
(2) Deliveries with minor deviations in quality, weight, purity, colour and other properties shall constitute deliveries suitable for service despite the deviation, so that Brangs + Heinrich shall fulfil its delivery obligation unless otherwise agreed. The service of Brangs + Heinrich shall be deemed to have been rendered in accordance with the contract if it is within the customary tolerances.
(a) The following deviations in the delivered quantity of packaging materials ordered and/or invoiced in kg shall be considered minor:
- For orders of quantities below 1.000 kg: Deviation of up to 20%,
- For orders of quantities from 1.000 kg up to and including 2.000 kg: Deviations up to 15%,
- For orders of quantities over 2.000 kg: Deviations up to 10%.
(b) Accordingly, in the case of invoicing of delivered quantities in the units of square metres, rolls, pieces, litres, sheets or other units, the following deviations shall be regarded as minor in each case:
- For orders of quantities less than 1.000 units of the respective Dimensions: Deviation up to 20%,
- For orders of quantities from 1.000 up to and including 2.000 units of the respective dimensions: Deviation up to 15%,
- For orders of quantities exceeding 2.000 units of the respective Dimensions: Deviations up to 10%.
(3) Brangs + Heinrich is not responsible for the suitability of the delivered goods for certain purposes. If the goods do not withstand improper use by the buyer, neither notices of defects nor claims for damages can be based on them. The sending of samples does not represent any assurance of a special characteristic.
(4) The company Brangs + Heinrich is obliged to remedy the defect as a result of the assertion of justified complaints by the buyer. Thus, the assertion of complaints, the rights of the buyer to withdraw from the contract or reduce the purchase price (reduction), initially excluded, unless the company Brangs + Heinrich is entitled to refuse subsequent service due to statutory provisions. The purchaser shall grant Brangs + Heinrich a reasonable period of time for subsequent service. The supplementary service can be made at the option of the buyer by eliminating the defect (repair) or delivery of a new product. The company Brangs + Heinrich bears the necessary expenses in the case of removal of defects, as far as these do not increase, because the subject of the contract is located at a place other than the place of service. If the supplementary service has failed, the buyer can demand a reduction of the purchase price (reduction) or declare the withdrawal from the contract. The rectification of defects shall be deemed to have failed with the second unsuccessful attempt, unless further remedial attempts are reasonable on the basis of the subject matter of the contract and are reasonable for the buyer. The purchaser can only assert claims for compensation for the following conditions due to the defect if the supplementary service has failed. The right of the buyer to assert further claims for damages under the following conditions remains unaffected.
(5) The purchaser's warranty claims shall expire one year after delivery of the goods to the purchaser, unless Brangs + Heinrich GmbH fraudulently concealed the defect; in this case the statutory provisions shall apply. Possible obligations of Brangs + Heinrich GmbH from § 478 f. BGB remain unaffected by this.
(6) Should the buyer resell the newly manufactured goods of the company Brangs + Heinrich GmbH in the context of a sale of consumer goods, claims for recourse against Brangs + Heinrich GmbH are excluded if the buyer has not duly fulfilled his obligation to inspect and complain under § 377 HGB, if he has made special warranties or other advertising statements to the buyer that are not the result of the company Brangs + Heinrich GmbH, or if he has taken over warranties that go beyond the statutory measure.
(7) The buyer is obliged to provide the seller with the object of purchase or samples thereof for the purpose of examining the complaint. In the case of culpable refusal, the warranty is void.
(8) In principle, Brangs + Heinrich GmbH shall not assemble delivered items. The purchaser is responsible for observing the respective operating instructions with regard to any assembly work. The respective manufacturer is solely responsible for the contents of the supplied assembly instructions.6. Liability
(1) The company Brangs + Heinrich GmbH is liable regardless of the following limitations of liability according to the statutory provisions for damage to life, body and health, which are based on a negligent or intentional breach of duty by Brangs + Heinrich GmbH, its legal representatives or vicarious agents, and for damages that are covered by liability under the Product Liability Act. For damages which are not covered by sentence 1 and which are based on intentional or grossly negligent breaches of contract and malice of Brangs + Heinrich GmbH, its legal representatives or vicarious agents, Brangs + Heinrich GmbH shall be liable in accordance with the statutory provisions.
(2) A liability of Brangs + Heinrich GmbH is limited to the foreseeable, typically occurring damage, unless Brangs + Heinrich GmbH, its legal representatives or vicarious agents have acted intentionally. Brangs + Heinrich GmbH shall also be liable within the scope of this guarantee to the extent that Brangs + Heinrich GmbH has given a guarantee of quality and/or durability with regard to the goods or parts thereof. However, it shall only be liable for damage which is based on the absence of the guaranteed quality or durability but which does not occur directly on the goods if the risk of such damage is clearly covered by the quality and durability guarantee.
(3) Brangs + Heinrich GmbH shall be liable for damages caused by simple negligent breach of contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the purchaser may regularly rely. However, it shall only be liable if the damages are typically associated with the contract and foreseeable.
(4) Further liability is excluded regardless of the legal nature of the asserted claim, this also applies in particular to tort claims or claims for the reimbursement of futile expenses instead of performance; this does not affect the liability of Brangs + Heinrich GmbH in accordance with section 2 of these provisions (deliveries). Insofar as the liability of Brangs + Heinrich GmbH is excluded or limited, this also applies to the personal liability of its employees, workers, co-workers, Representatives and vicarious agents.
(5) The buyer's claims for damages due to a defect expire one year after delivery of the goods. This does not apply in the case of injury to life, body or health caused by Brangs + Heinrich GmbH, its legal representatives or vicarious agents, or if Brangs + Heinrich GmbH, its legal representatives have acted with intent or gross negligence, or if its simple vicarious agents have acted with intent.7. Limitation of Liability - Disclaimer of liability
(1) Insofar as we are liable for damage to the packaging material or for financial losses, our liability shall be limited to the coverage of our liability insurance. The sum insured for property damage to the packaging material is € 500.000 per event. Financial losses up to € 50.000 are also insured. A lump sum of € 5.000.000 is covered for personal injury and property damage. Detailed information is available on request.
(2) Taking into account the provisions of section 1, the client is free to demand further insurance cover due to the special risk. We shall endeavour to do so, but cannot assume any guarantee in view of the special features of the insurance market. Insofar as we are in a position to take out further insurance in favour of the Customer, the Customer shall be obliged to assume the additional premium incurred.
(3) The limitation of liability pursuant to Section 1 shall also apply to claims for damages due to the absence of warranted properties of the packaging as well as to negligent breach of cardinal obligations.8. costs for drafts, drawings, printing plates and printing rollers
Drafts, samples, drawings and printing plates shall be invoiced on the first delivery and shall be due and payable immediately. In any case, they remain the property of Brangs + Heinrich GmbH. Brangs + Heinrich GmbH is entitled to destroy the drafts, samples, drawings or printing plates if no order to be associated with this has been placed within 2 years.9. copyright
Copyright and exploitation rights to the designs, patterns, drawings and clichés produced by us belong to the company Brangs + Heinrich GmbH. The exploitation rights can be transferred for particularly agreed remuneration. If the buyer acquires them already when the order is placed, it is up to the buyer to register as a utility model. When executing an order according to the information and wishes of the purchaser, any warranty by Brangs + Heinrich GmbH regarding the rights of third parties and any official regulations is excluded; the buyer must indemnify Brangs + Heinrich GmbH against any consequences arising from the rights of third parties.10. invoicing and terms of payment
(1) The customer receives the goods at the current delivery conditions of the company Brangs + Heinrich GmbH against invoice. Invoicing takes place with the delivery. For first orders, the company Brangs + Heinrich GmbH reserves the right to deliver only against cash on delivery or advance payment. If an order arrives in several parts for delivery, each delivery will be billed separately. The prices are, unless otherwise agreed, plus shipping costs and VAT. Likewise §3, paragraphs 6 and 7 apply.
(2) The prices quoted by Brangs + Heinrich GmbH are net prices ex works. Payments must be made within 21 days of invoicing. In principle, the goods are payable at the stated prices within 10 days with 2% discount. Terms of payment for orders in the online shop may differ. Cash discounts shall only apply in the event that the purchaser is not in arrears with the payment of earlier deliveries. These terms of payment shall only apply unless deviating terms have been agreed with the Buyer in writing.
(3) Discount charges shall be borne by the purchaser in the case of payments by bill of exchange. Payments in the so-called cheque/bill of exchange procedure always require a special agreement. Payment by bill of exchange does not count as cash payment and does not entitle to deduct cash discount. Bills of exchange shall be utilised in the best possible way for the account of the purchaser. Discount charges and other costs shall be borne by the purchaser. If payment is made after the due date, interest will be charged, subject to the assertion of further rights, in particular the damage caused by default, in the amount of the statutory interest rate of 8 percentage points above the respective base interest rate of the European Central Bank, unless the Supplier proves a higher damage. The buyer reserves the right to prove lower damages. The claims of the seller become due immediately, irrespective of the term of any accepted and credited bills of exchange, if the terms of payment are not adhered to and if facts become known which indicate a significant deterioration in the value of the buyer. In the latter case, Brangs + Heinrich GmbH is entitled to make further deliveries dependent on an advance payment or the provision of corresponding securities.
(4) Our prices for packaging materials do not include any disposal costs or fees for participation in a dual system.11. Offsetting, right of retention
Offsetting and the assertion of rights of retention by the customer are excluded, unless the counterclaim is undisputed, legally established or has a close synallagmatic relationship to our claim.12. Retention of title
(1) The delivered goods shall remain the property of Brangs + Heinrich GmbH until all claims, including all current account balance claims to which Brangs + Heinrich GmbH is entitled against the purchaser now or in the future, have been settled (insofar as the goods are subject to retention of title). In the event of the purchaser acting in breach of contract, e.g. default in payment, Brangs + Heinrich GmbH has the right to take back the goods subject to retention of title after setting a reasonable period of time beforehand. If Brangs + Heinrich GmbH takes back the reserved goods, this constitutes a withdrawal from the contract. If Brangs + Heinrich GmbH seizes the reserved goods, this constitutes a withdrawal from the contract. Brangs + Heinrich GmbH is entitled to use the goods subject to retention of title after taking them back. After deduction of a reasonable amount for the costs of utilization, the proceeds of utilization shall be set off against the amounts owed by the buyer to Brangs + Heinrich GmbH.
(2) The purchaser shall treat the reserved goods with care and insure them sufficiently at their replacement value against fire, water and theft at his own expense. Maintenance and inspection work which become necessary must be carried out by the purchaser at his own expense and in good time.
(3) The purchaser is entitled to sell and/or use the reserved goods properly in business transactions as long as he is not in default of payment. Pledging or transfer by way of security is not permitted. The purchaser hereby assigns to Brangs + Heinrich GmbH all claims arising from the resale or any other legal reason (insurance, tort) in respect of the reserved goods (including all current account balance claims); Brangs + Heinrich GmbH hereby accepts the assignment. The company Brangs + Heinrich GmbH revocably authorizes the buyer to collect the claims assigned to the company Brangs + Heinrich GmbH for his account in his own name. The direct debit authorization can be revoked at any time if the buyer does not meet his payment obligations properly. The buyer is also not entitled to assign this claim for the purpose of collecting the claim by way of factoring, unless at the same time the obligation of the factor is justified to effect the consideration in the amount of the claims directly to Brangs + Heinrich GmbH as long as claims of Brangs + Heinrich GmbH against the buyer still exist.
(4) Any processing or transformation of the reserved goods by the purchaser shall in any case be carried out for Brangs + Heinrich GmbH. If the reserved goods are processed with other items not belonging to Brangs + Heinrich GmbH, the latter shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including value added tax) to the other processed items at the time of processing. The same shall apply to the new object resulting from the processing as to the reserved goods. In the event of inseparable mixing of the reserved goods with other items not belonging to Brangs + Heinrich GmbH, Brangs + Heinrich GmbH shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other mixed items at the time of mixing. If the object of the buyer is to be regarded as the main object as a result of the mixing, the buyer and Brangs + Heinrich GmbH agree that the buyer transfers proportional co-ownership of this object to Brangs + Heinrich GmbH; Brangs + Heinrich GmbH hereby accepts the transfer. The buyer shall keep the sole or co-ownership of Brangs + Heinrich GmbH in an item thus created in safe custody for Brangs + Heinrich GmbH.
(5) In the event of access by third parties to the reserved goods, in particular seizures, the purchaser shall point out the ownership of Brangs + Heinrich GmbH and inform Brangs + Heinrich GmbH immediately so that it can assert its ownership rights. Insofar as the third party is not in a position to reimburse Brangs + Heinrich GmbH for the court or out-of-court costs incurred in this connection, the purchaser shall be liable for these.
(6) The company Brangs + Heinrich GmbH is obliged to release the securities to which it is entitled only to the extent that the realizable value of the securities ordered exceeds the claims to be secured by more than 10%, whereby Brangs + Heinrich GmbH shall be responsible for selecting the securities to be released.13. Other provisions
(1) Place of performance and place of jurisdiction for deliveries and payments (including actions on cheques and bills of exchange) as well as all disputes arising between the purchaser and Brangs + Heinrich GmbH from purchase contracts shall be the registered office of Brangs + Heinrich GmbH. Brangs + Heinrich GmbH is, however, entitled, at its discretion, to sue at the customer's place of business.
(2) The law of the Federal Republic of Germany shall apply, the UN Convention on Contracts for the International Sale of Goods is excluded, even if the deliveries are made directly by a foreign supplier affiliated with the seller. The contract language is German.
(3) The Incoterms in their respectively valid version shall be decisive for the interpretation of trade clauses.
(4) Should individual provisions of the General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.
Version from 06.08.2018