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Kontaktanfrage

+43 7672 94 111

JODL

Terms and Conditions

JODL - We take on the challenge.

I. General Information

  1. We carry out orders only in accordance with these Terms and Conditions.
  2. Any deviating agreements are valid only if they are made in writing; verbal or telephone agreements are valid only after we have confirmed them in writing.
  3. These Terms and Conditions shall remain binding even if any individual provisions should be invalid for any reason.
  4. Any deviations from the general terms and conditions of the buyer or third parties are not binding on us, even if we have not expressly objected to such terms and conditions in individual cases or have already taken steps to fulfill our obligations.
 

II. Offers and Conclusion of Contract

  1. Unless otherwise expressly agreed, all offers made by us are subject to change without notice.
  2. Orders received by our independent sales representatives or our salaried sales representatives—even if they are recorded in writing—shall be deemed merely an offer by the buyer to enter into a contract.
  3. If circumstances arise on the buyer’s side that jeopardize the smooth acceptance or payment of the ordered goods, or if there is even the appearance of such a risk, the seller is free to cancel even confirmed orders or to postpone their fulfillment until proper acceptance and payment are ensured. In such cases, the seller shall not be deemed to be in default of delivery.
  4. Fixed-date transactions must be specified on our order confirmation. An order with a fixed date is not legally binding.
  5. The information, illustrations, drawings, samples, brochures, technical specifications, catalogs, and other technical data contained in brochures, catalogs, advertisements, and price lists, or in the documents accompanying the offer, are non-binding. They are provided for descriptive purposes only and are intended solely to convey a reasonable impression of the goods described therein. The aforementioned information shall only become part of the contract if and to the extent that we have expressly confirmed it in writing as binding. If such information is attached to or forms the basis of our offers/order confirmations and is confirmed, it is only approximately binding. We reserve the right to make changes and improvements in design, as well as deviations in quality, design, and color that are customary in the trade and for the materials used.

III. Prices

  1. Prices are binding only if they have either been expressly offered as binding by the seller or confirmed in a written order confirmation from the seller.
  2. Notwithstanding the foregoing, the Seller reserves the right—in the absence of an express agreement to the contrary—to adjust the agreed prices in the event of any changes in general economic conditions, particularly in cases of wage increases, price increases for raw and auxiliary materials, taxes, transportation costs, disposal or recycling costs, as well as
    exchange rate fluctuations, to increase the agreed prices by the proportionate increase in production costs.
  3. For domestic shipments under €1,000 (excl. VAT) or €1,000 within the EU, prices are ex works. Shipments exceeding this value are delivered free on the door. Shipments outside the member states of the European Union are made ex works.
  4. All prices are exclusive of plate and design costs. The production of films and printing plates, as well as typesetting costs, will be billed separately. The plates produced will be billed on a pro-rata basis and remain our property. The samples are the property of the seller and may not be used or reproduced (
    ) without the seller’s express permission.

IV. Terms of Payment

  1. Payments are due net 30 days. A 2% discount will be granted if the full invoice amount is paid within 14 days of the invoice date. The period begins on the date the invoice is issued.
  2. Payments are considered to have been made once the seller has received the bank's credit notification.
  3. If the payment deadline is exceeded, the buyer shall be in default without the need for a formal notice. Without prejudice to any other rights, the seller may charge default interest at a rate of 5% above the applicable discount rate of the Austrian National Bank, but in any case at least 12% per annum. In the event of default, the buyer agrees to reimburse the seller for all costs, expenses, and out-of-pocket expenses incurred by the seller, regardless of the basis on which they arise and to the extent they result from the pursuit of the seller’s legitimate claims arising from this contractual relationship, in particular the standard fees for engaging a licensed collection agency.
  4. Bills of exchange and checks are accepted only on account of performance. Payment by bill of exchange requires a separate agreement. The buyer shall bear and pay the interest and costs associated with discounting or collecting bills of exchange and checks.
  5. Failure to comply with the terms of payment due to circumstances that indicate a decline in the buyer’s creditworthiness and that become known to the seller only after the contract has been concluded shall result in all claims becoming immediately due and payable, even in the event of a deferral. If, in such a case, bills of exchange have not yet been honored, the seller shall nevertheless be entitled to immediate payment in cash.
  6. Changes in the assessment of the buyer’s creditworthiness—such as exceeding a specified payment term, slow payment, receipt of unfavorable credit reports, etc.—entitle the seller to demand security or advance payment before performing the service, even if this was not initially agreed upon.
  7. The buyer may only set off claims against us or effectively assert a right of retention if the buyer’s counterclaim has been legally established by a court or is undisputed.

V. Delivery

  1. Unless otherwise agreed in writing, the method of delivery shall be at the seller’s discretion. Shipping is at the buyer’s risk.
  2. Unless a delivery date has been agreed upon, the delivery period shall be the time between the date of the order confirmation and the date on which the Buyer is notified that the goods are ready for delivery, based on the agreed-upon timeframe. In any case, the delivery period shall not begin until the Buyer has approved the proofs and all work documents required for the execution of the order have been received.
  3. All delivery time estimates are subject to change.
  4. If delivery is not made on time, the buyer must grant us a grace period of at least 21 business days. All reminders and notices of default issued by the buyer must be in writing to be valid.
  5. Unless otherwise specified in the order confirmation, call-off orders are assumed to have a maximum term of six months with monthly call-offs. If a partial delivery is not accepted by the specified date, it may be stored at the buyer’s expense and risk and invoiced in full immediately, or the seller may deliver the goods without prior notice. Any additional costs incurred as a result of the call-off order will be invoiced separately to the buyer.
  6. If the buyer defaults on acceptance, the seller is entitled, at its discretion, to store the unaccepted goods either on its own premises or in a public warehouse, in each case at the buyer’s expense.
  7. Force Majeure Clause – In the event of force majeure, such as natural disasters, government measures, operational disruptions, transportation difficulties, strikes, lockouts, and other interruptions of business operations, the Seller shall be fully or partially released from its obligation to deliver, without the Buyer being entitled to any claims arising therefrom or being able to cancel the order.
  8. Damage incurred during transport can only be accepted if the buyer noted it on the delivery documents at the time of receipt of the goods.
  9. If, through no fault of our own, it becomes impossible to transport the goods via the intended route or to the intended destination within the specified time, we shall be entitled to deliver via a different route or to a different destination; any additional costs incurred shall be borne by the buyer. The buyer must be given the opportunity to comment in advance.
  10. If the buyer declares, prior to the manufacture of the ordered goods, that they do not wish to accept them, they shall pay 40% of the contract value as compensation for lost profits and costs incurred; both parties reserve the right to prove that the actual damages were higher or lower.
  11. Storage of cylinders for gravure printing: We store gravure cylinders bearing customer designs for a maximum of 14 months after the last print run, after which they are released for re-engraving. If the buyer wishes to extend the storage period, an extension may be arranged for a fee.

VI. Recycling Fee - ARA

  1. Unless otherwise expressly agreed, the Seller licenses all packaging for the product that is placed on the domestic market through the ARA system under license number 880 or through another recycling organization recognized by the Federal Ministry.
  2. At the buyer’s request, we also fulfill recycling obligations for goods designated as packaging by the Federal Ministry through the ARA system under our service contract No. S 80173 or through another recycling organization recognized by the Federal Ministry.
  3. If the buyer arranges for the product or packaging to be recycled through a system of their choice, they must provide us with written confirmation of this without being asked.
  4. We shall be held harmless if the buyer fails to provide us with this confirmation without being asked to do so, or if ARA or the Federal Ministry makes a claim against us because the buyer fails to fulfill the obligation to pay the recycling fee.
  5. Export products are not subject to licensing.

VII. Exceptions

  1. Any discrepancies between the order confirmation and the order must be raised in writing within six days of the order confirmation’s issuance. Otherwise, the contents of the order confirmation, including the terms of delivery, shall be deemed agreed upon.

VIII. Claims for Defects - Complaints

  1. The buyer is required to inspect the products we deliver for defects immediately upon receipt. This inspection must also include appropriate random sampling.
  2. In the absence of detailed written instructions from the buyer, orders will be fulfilled using materials customary in the industry and in accordance with standard manufacturing processes. Therefore, claims regarding the interaction between the packaging materials and the contents—or vice versa—cannot be raised unless specific attention has been drawn to particular properties of the contents in an explicit and detailed manner and a written statement from the seller regarding this has been provided.
  3. Given that this is a mass-produced item, the buyer agrees to accept minor deviations from the order and not to consider them defects. A scrap rate of 3% of the total shipment therefore does not constitute grounds for a complaint. Manufacturing tolerances of +/-4 mm in width, +/-6 mm in length, +/-4 mm in depth, and manufacturing-related variations in material quality, ink color, and coloration, as well as print position tolerances of +/-3 mm in length and +/-4 mm in width, do not constitute grounds for complaint. For bag applications such as gusset holes or window cutouts, a tolerance of +/-2 mm in width and +/-4 mm in length applies. Basis weight deviations of +/- 10% for plastics and paper do not constitute grounds for a complaint. Color deviations are possible due to the production process.
  4. Mengentoleranz von +/- 20 % für Kleinmengen (< 50.000 Stk. Beutel oder 30.000 lfm.), sowie Toleranzen von +/- 10 % bei größeren Fertigungsaufträgen ( > 50.000 Stk. Beutel oder 30.000 lfm.) sind produktionstechnisch vorgegeben. Sollte der Käufer geringere Toleranzen wünschen, ist dies unbedingt schriftlich in der Auftragsbestätigung zu vermerken.
  5. If the customer is supplying materials, such as labels, an additional 15% of the ordered quantity must be provided.
  6. Wir verwenden für den Druck handelsübliche Druckfarben, die hinsichtlich Abriebfestigkeit, Lichtechtheit, Wasserfestigkeit den handelsüblichen Bedingungen entsprechen. Stellt der Käufer besondere Ansprüche an die Farbe, wie z.B. Restlösemittelgehalt < 20 g/m², Reibbeständigkeit, besonderen Glanz, Siegelfähigkeit der Farbe usw. so hat er uns hierauf bei Auftragserteilung ausdrücklich und schriftlich hinzuweisen.
  7. If the buyer uses the ordered materials for food packaging, they must expressly notify us in writing of the food safety requirements. The print must never come into direct contact with the food.
  8. If the buyer receives proofs, the buyer must review them carefully and approve them for printing by signing the proof. The buyer shall have no warranty or indemnity claims against the seller for incorrect text, typesetting, or layout arrangements, or for errors remaining in the text that were not objected to by the buyer in the approved proofs, unless there is gross negligence or intentional conduct on the part of the seller or its agents or vicarious agents.
  9. If the buyer is a business, the following applies:
    1. The buyer’s warranty rights are contingent upon the buyer having duly fulfilled its obligations to inspect and give notice of defects in accordance with Sections 377 and 378 of the Austrian Commercial Code (UGB) and the following provisions. The application of the presumption rule under Section 924 of the Austrian Civil Code (ABGB) is expressly excluded.
    2. Claims regarding obvious defects that are not asserted in writing immediately, or at the latest within one week of receipt of the goods, with a detailed description of the defect, cannot be considered. Defects that were not apparent upon delivery and could not be detected despite compliance with the obligations under Sections 377 and 378 of the Austrian Commercial Code (UGB) must be reported in writing—with a detailed description of the defect—immediately upon discovery, but no later than two weeks after discovery, in order to preserve warranty rights, and any further processing or treatment must be ceased immediately.
    3. The defective items must be kept available for our inspection in the condition they were in at the time the defect was discovered. We reserve the right to verify the validity of the complaints on site. Reservations noted on the waybills do not constitute proof of defects. If defects are attributable to the buyer providing inaccurate or incorrect information regarding the intended use or the load on the material, we are released from any warranty obligation.
    4. If we ship the goods directly to a third party, the buyer must ensure that the obligation to report defects agreed upon between us and the buyer is also bindingly agreed upon between the third party and the buyer. The buyer must immediately notify us in writing of any complaint received from the third party and forward the complaint to us.

IX. Warranty

  1. In the event of a valid complaint filed within the prescribed time limit, we guarantee that the goods we deliver will conform to the agreed specifications, in accordance with the provisions of warranty law and the following terms and conditions.
  2. In the event of proven material defects, we shall fulfill our warranty obligations by providing a remedy of our choice, either by supplying the buyer with new, defect-free goods (replacement) or by repairing the defect (repair).
  3. In the event of rectification, the buyer must, at our request, provide further details regarding the defects, submit written defect reports, and furnish any other information necessary for analyzing the defect. We shall bear the costs of rectification, provided that these costs are not increased by the fact that the delivered item was moved to a location other than the one specified in the contract after delivery.
  4. If the subsequent performance pursuant to paragraphs 2 and 3 above is unsuccessful, the buyer may rescind the contract or reduce the purchase price. However, if the defects are only minor, the buyer has no right to rescind the contract. In any case, the exercise of the right of withdrawal is subject to the fruitless expiration of a reasonable written deadline, unless setting a deadline is not required by law. If the buyer chooses to withdraw from the contract due to a defect of title or a material defect, the buyer is not entitled to any additional claim for damages arising from the defect. In the event of withdrawal, the buyer is liable for deterioration, loss, and lost use not only to the extent of the care typically exercised, but for any negligence on their part.
  5. Any statements we make regarding the quality of the goods shall not be construed as a warranty of quality, unless the parties expressly agree otherwise. If the buyer is a business, public statements, promotional claims, or advertising do not constitute representations regarding the quality of the goods.
  6. If the warranty claim involves a recourse claim by the buyer after the seller has been successfully held liable in accordance with the provisions on the exclusion of recourse, the buyer’s recourse claims under the general rules of recourse remain unaffected. The application of § 933(b) of the Austrian Civil Code (ABGB) is expressly excluded.

X. Damages and Product Liability

  1. Improper storage by the buyer precludes any claim for damages.

  2. Claims for damages arising from breach of contractual obligations, negligence in the conclusion of the contract, or tort are excluded both against us and against our agents or vicarious agents, unless such claims result from intentional or grossly negligent conduct on our part or on the part of our agents or vicarious agents. This exclusion of liability applies in particular to damages resulting from the fact that the abrasion resistance, friction resistance, sealability, gloss, or residual solvent levels of the paints used are insufficient.
  3. Under no circumstances may the amount of damages exceed the value of the goods delivered. Furthermore, any compensation for damages is limited to those damages that can be covered by the Seller’s insurance; consequently, liability for loss of profits by third parties and liability for legal costs are expressly excluded from the outset.
  4. In the case of contract work, our liability is limited to the portion of the proceeds we have earned. The only exception is gross negligence.
  5. Claims for consequential damages are excluded.
  6. Liability for slight negligence is expressly excluded.
  7. The parties expressly exclude any third-party beneficiary rights under this Agreement, such that no claims for damages may be asserted against the Seller.

XI. Copyrights, Industrial Property Rights, and Property Rights

  1. If copyrights and/or industrial property rights arise as a result of the development and execution of an order by us, these rights are not transferred with the sale of the delivered goods. This applies even if the buyer bears a portion of the development costs. In particular, we are entitled to use these copyrights and/or industrial property rights for orders from third parties as well.
  2. The items we manufacture, including designs, materials, drawings, films, printing plates, rollers, and tools in general, remain our property. This applies even if we receive reimbursement from the buyer for a portion of the associated costs.
  3. Unless otherwise agreed, we are entitled to visibly affix our company logo or an identification number to the goods we manufacture.
  4. For samples, sketches, designs, films, and the like that are expressly ordered or commissioned by the buyer, the agreed-upon fee must be paid even if the main order for which the samples, sketches, designs, films, and the like were produced is not placed.
  5. It is the Buyer’s responsibility to verify that the documents provided by the Buyer do not infringe upon any third-party rights, in particular copyrights and industrial property rights (design patents, patents, utility models, trademarks). If we are held liable by third parties for the use or reproduction of the documents and templates provided by the buyer due to infringement of copyrights and/or industrial property rights or due to a violation of the Unfair Competition Act, the buyer shall support the seller in defending against such infringement and shall indemnify us for all damages (including attorneys’ fees and litigation costs) incurred by us as a result.

XII. Retention of Title

  1. The seller retains title to the goods delivered by it, as well as to any new items resulting from further processing, until the purchase price has been paid in full or checks and bills of exchange have been honored.
  2. The buyer is entitled, in the ordinary course of business, to dispose of the goods, in particular to process and sell them. In the event that the goods delivered under retention of title are resold prior to final payment, the buyer hereby declares that it assigns to the seller, in full, the resulting claim for the purchase price against third parties. The buyer undertakes to expressly refer to this assignment on invoices issued to third parties.
  3. Any extraordinary disposition of the delivered goods, such as pledging, transfer of ownership by way of security, etc., is permitted only with the express consent of the seller. The buyer is obligated to notify the seller immediately of any third-party access to the goods delivered under retention of title (e.g., seizures, etc.), failing which the buyer shall be liable for damages.
  4. All production aids manufactured by the Seller or by a third-party company on the Seller’s behalf shall remain the property of the Seller. The costs incurred by the Seller in this regard shall be charged to the Buyer. Production aids include printing plates, die-cutting tools, and all tools necessary for the production of printing plates, as well as any documentation created during the production process.
  5. Additional retention of title:
    1. The buyer is revocably entitled to process the items delivered by us in the ordinary course of business or to combine them with other items. Such processing or combination shall be deemed to be performed on our behalf as the manufacturer, so that we acquire ownership of the items resulting from the processing or combination without thereby assuming any obligation. To the extent that our ownership of the goods is extinguished by the processing, the buyer is obligated to grant us co-ownership of the newly created item, to the extent that the buyer is itself a (co-)owner.
    2. The buyer is entitled to resell the delivered goods or the products resulting from their processing, mixing, or combination in the ordinary course of business, but only with reference to the retention of title.
      The buyer’s claims arising from the resale of the goods subject to retention of title are hereby assigned to us in the amount of the final invoice amount (including VAT) to secure all our claims arising from the business relationship, regardless of whether these goods are sold without or after processing and whether they are sold to one or more customers. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim arising from the resale is assigned in proportion to the invoice value of the other goods sold. Upon the sale of goods in which we hold co-ownership shares pursuant to Section 4 of this paragraph, a portion corresponding to our co-ownership share shall be assigned to us. The same applies if the goods subject to retention of title, either alone or together with other goods, are the subject matter or partial subject matter of a contract for work and services, a contract for work and materials, or a similar contract.
    3. The buyer is not authorized to make any dispositions other than those specified above. In particular, the buyer is not authorized to assign the receivables, including the sale of receivables to factoring banks, without our prior written consent. We grant our consent to the sale of receivables to a factoring bank without the option of chargeback (true factoring) subject to the condition precedent that the buyer immediately forwards to us the payments made to him by the factoring bank.
    4. The buyer is authorized to collect the assigned claims as long as he fulfills his contractual payment obligations to us in a timely manner. We may also expressly revoke the authorization to collect if − the buyer fails to honor a bill of exchange upon maturity or − the conditions for the right to refuse performance in our favor pursuant to IV: Sections 5 and 6 are met. With regard to the collection of the claims, the buyer shall act as a trustee with the express obligation to remit the proceeds less his commission. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the buyer meets its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we may demand that the buyer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
    5. We agree to release the security to which we are entitled at the buyer’s request to the extent that the realizable value of the security exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; the selection of the security to be released is at our discretion.
  6. If the buyer intends to export the delivered goods, the buyer must notify us of this in writing without delay. At our request, the buyer must grant us a security interest that most closely corresponds to the aforementioned retention of title under the legal system of the destination. The buyer must take all measures necessary to establish and maintain such rights.

XIII. Right of Withdrawal

  1. Events that significantly alter the basis of the contract, whether in whole or in part, and whether they affect the seller, the buyer, or their suppliers, entitle the seller to adjust the contract in whole or in part to the changed circumstances—without giving rise to any claims for damages—or to terminate or rescind the contract entirely.
  2. Under the terms of a contract entered into with a business, we are granted a right of withdrawal such that, if we deem the credit report to be insufficient or if our claim for the purchase price is not insurable, we may withdraw from the contract within three days.

XIV. Place of Performance and Jurisdiction

  1. The place of performance and the exclusive venue for all disputes arising from the contractual relationship is the District Court of Vöcklabruck. This exclusive venue shall apply even if the buyer does not have a general venue in Austria or if the buyer’s domicile or habitual residence is unknown at the time the action is filed.
  2. This contractual relationship is governed by Austrian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the application of the Federal Act on Private International Law (IPR) are excluded.

As of: Lenzing, May 21, 2012

Jodl Verpackungen GmbH
Attersee Bundesstraße 7
A-4860 Lenzing

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