General Terms and Conditions

We, megapac handling GmbH (“megapac”), aim to establish a successful and mutually satisfactory business relationship with you as our customer. These General Terms and Conditions (“GTC”) are intended to support this by clearly defining our respective rights, obligations, and responsibilities. Our goal is to ensure the best possible cooperation through transparency and fairness.

I. Scope of application

These General Terms and Conditions apply to all business relationships between megapac and its customers (“Customers”). Other terms and conditions shall not become part of the contract, even if megapac does not expressly object to them. Individual contractual agreements shall take precedence over these General Terms and Conditions. These General Terms and Conditions shall also apply to future orders without the need for renewed reference.

Legally relevant declarations that the Customer must submit to megapac after the conclusion of the contract (e.g., setting deadlines, notices of termination, cancellations, etc.) must be made in writing in order to be valid.

II. Conclusion of contract

Offers made by megapac are non-binding.
By ordering the finished goods, the Customer submits a binding offer to conclude a contract for the purchase of the finished goods. This also applies to subsequent changes to orders already placed at the Customer’s request. Subsequent changes also include repetitions of proof prints requested by the Customer due to minor deviations from the original template.
Unless otherwise stated in the order, megapac is entitled to accept this contractual offer within two weeks of its receipt by megapac. Acceptance may be declared either in text form or by delivery of the finished goods to the Customer.
The contract shall only come into effect upon order confirmation by megapac, which may be issued either by notifying the Customer (for example by sending a separate email) or by dispatching the finished goods to the Customer. Notwithstanding the above, an order confirmation shall not be required if the order corresponds completely and without deviation to the offer issued by megapac. In such case, the contract is concluded upon receipt of the order.
The order confirmation shall bindingly specify the planned start of production as well as the dates for the delivery of goods and materials supplied by the Customer.
In the case of orders involving delivery of the finished goods to third parties, the Customer shall be deemed the contracting party, unless expressly agreed otherwise between megapac and the Customer.

III. Prices

The information provided by megapac in price lists and brochures is non-binding. Only the prices and brochure information referenced at the time of conclusion of the contract shall apply. This also applies to subsequent changes to orders already placed at the Customer’s request.
Price quotations are issued in EURO. All quoted prices are net prices. Unless otherwise stated in the offer and/or order confirmation, the agreed prices apply “ex works” or “ex location”, excluding packaging costs, transport costs, and any insurance premiums (transport insurance), which shall be charged separately. megapac shall decide on the method of shipment and packaging of the finished goods at its reasonable discretion. Any customs duties or similar charges incurred shall be borne by the Customer.
Sketches, drafts, sample typesetting, proof prints, samples, and similar preparatory work initiated by the Customer shall be charged, even if the order is not ultimately placed.
Additional expenses not included in the scope of the offer or not known at the time of the offer shall be invoiced based on actual costs following prior notification.
If the finished goods supplied by the Customer to megapac are not suitable for standard postal preparation by megapac, megapac shall charge the Customer reasonable surcharges for the additional effort. megapac will inform the Customer of such surcharges in text form in advance. If the Customer does not agree to the surcharges, the Customer must inform megapac immediately in text form and arrange for the goods supplied by the Customer to be collected from megapac at the Customer’s own expense without delay.

IV. Payment

Payments are due net within 14 days from the invoice date without deduction.
The Customer shall be deemed in default after receipt of an invoice or equivalent statement of payment if payment is not made within 30 days after the due date. In this case, the Customer shall pay default interest to megapac in the amount of 9 percentage points above the base interest rate. The obligation of the Customer to pay default interest does not exclude the right of megapac to claim further damages resulting from the delay.
In the case of the provision of exceptionally large quantities of paper or cardboard, special materials, or advance services, megapac may require advance payment for such items.
megapac shall be entitled to carry out or provide outstanding deliveries or services only against advance payment or the provision of security if, after the conclusion of the contract, circumstances become known that are likely to significantly reduce the creditworthiness of the Customer and thereby jeopardize the payment of outstanding claims of the seller arising from the respective contractual relationship (including other individual orders governed by the same framework agreement).

V. Set-off and assignment

The Customer may only set off claims that are undisputed or legally established by a final judgment. Furthermore, the Customer is not entitled to exercise any right of retention with respect to due claims unless the counterclaims are undisputed or legally established.
Without our consent, the Customer is not entitled to assign any claims arising from the legal relationship underlying these General Terms and Conditions to third parties.

VI. Delivery to the Customer, transfer of risk, and default of acceptance by the Customer

Delivery dates are only valid if they have been expressly confirmed by megapac. If the contract is concluded in writing, confirmation of the delivery date must also be made in writing. This also applies to any waiver of this written form requirement.
The occurrence of default by megapac shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Customer is required. If megapac is in default of delivery, the Customer may claim compensation for damages caused by the delay. In the case of slight negligence, this claim is limited to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not more than a total of 5% of the delivery value of the delayed finished goods. megapac reserves the right to prove that the Customer has suffered no damage or only significantly less damage than the above lump sum. In all other respects, the limitations of liability of megapac pursuant to Section X of these General Terms and Conditions shall apply.
megapac shall not be liable for the impossibility of delivery or for delays in delivery caused by force majeure, such as strikes, lockouts, other operational disruptions, etc., even if binding deadlines and dates have been agreed, provided that megapac is not responsible for such circumstances. This also applies if such circumstances occur at suppliers. megapac shall be entitled to postpone delivery by the duration of the hindrance plus a reasonable grace period. megapac shall be entitled to withdraw from the contract if such events substantially impede or make delivery or performance impossible and the hindrance is not only of temporary duration.
megapac only owes the timely and proper delivery of the finished goods to the transport company and is not responsible for delays caused by the transport company. Any shipping duration stated by megapac is therefore non-binding. The risk of accidental loss, accidental damage, or accidental destruction of the finished goods passes to the Customer upon delivery to the transport company. If acceptance has been agreed, this shall be decisive for the transfer of risk. Delivery or acceptance shall be deemed equivalent if the Customer is in default of acceptance.
If the Customer is in default of acceptance, fails to cooperate, or if performance by megapac is delayed for other reasons attributable to the Customer, megapac shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs). For this purpose, megapac shall charge a lump-sum compensation of 0.5% of the net price for each completed calendar week, but not more than 5% of the net price. Partial weeks shall be calculated proportionately. megapac’s right to prove higher damages and its statutory claims (in particular: reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be credited against further monetary claims. The Customer shall be permitted to prove that megapac has suffered no damage or significantly less damage than the above lump sum.
Any goods delivered earlier than 5 working days before the agreed delivery date or delivery schedule, or collected later than 10 working days after notification of remaining goods to the Customer, will be stored by megapac subject to a charge. Upon agreement, remaining goods may also be stored subject to a charge beyond this period. For storage, megapac will charge EUR 12.50 per pallet and per commenced month. The right to claim and prove higher or lower storage costs remains reserved.
megapac shall only be entitled to make partial deliveries if the partial delivery can be used by the Customer within the scope of the contractual purpose, the delivery of the remaining ordered finished goods is ensured, and the Customer does not incur any significant additional effort or additional costs as a result (unless megapac agrees to bear such costs), unless the Customer has requested such partial deliveries.

VII. Retention of title and right of retention

megapac retains ownership of the finished goods (“retained goods”) until all claims against the Customer arising from the business relationship, including future claims, have been fully settled. This also applies if individual or all claims have been included in a current account and the balance has been drawn and acknowledged.
The Customer is entitled to resell the retained goods in the ordinary course of business. The Customer hereby assigns to megapac all claims arising from such resale against purchasers or third parties.
If retained goods are sold without processing or after processing or combination with items that are exclusively owned by the Customer, the Customer hereby assigns to megapac all claims arising from the resale in full. If retained goods are sold by the Customer—after processing or combination—together with goods not belonging to megapac, the Customer hereby assigns to megapac the claims arising from the resale in the amount of the value of the retained goods, including all ancillary rights and with priority over the remaining claims. megapac hereby accepts this assignment. The Customer remains authorized to collect these claims even after the assignment. megapac’s right to collect the claims itself remains unaffected. However, megapac undertakes not to collect the claims as long as the Customer duly fulfills its payment and other obligations. megapac may demand that the Customer disclose the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents, and notify the debtors of the assignment.
If the value of the securities held by megapac exceeds the total amount of its claims by more than 20%, megapac shall, upon request of the Customer or a third party affected by the over-collateralization, release securities of its choice to that extent.
In the event of processing or transformation of retained goods, megapac shall be deemed the manufacturer within the meaning of Section 950 of the German Civil Code (BGB) and shall retain ownership of the products at all times during processing. If third parties are involved in the processing, megapac shall acquire co-ownership of the new item in proportion to the value of the retained goods compared with the other processed goods at the time of processing, combination, mixing, or blending. The ownership thus acquired shall be deemed retained ownership.
megapac shall have a right of retention in accordance with Section 369 of the German Commercial Code (HGB) over printing and stamping templates, manuscripts, raw materials, and other items delivered by the Customer until all due claims arising from the business relationship have been fully satisfied.

VIII. Delivery of goods to be packed, inspection and production downtime

megapac requires prior notification of the goods to be delivered for packaging. At the latest at the time of this notification, a detailed list of the goods to be delivered for packing must be provided.
The Customer shall bear all costs arising in connection with the shipment of the goods to be delivered to megapac for order processing. The goods must be delivered sorted by type on Euro pallets with a maximum height of 160 cm. We reserve the right to refuse acceptance of non-compliant deliveries or, after consultation, to repack the delivered goods at the Customer’s expense.
The risk of accidental loss, accidental damage, or accidental destruction of the goods delivered by the Customer to megapac shall transfer to megapac only upon complete delivery to megapac by the transport company commissioned by the Customer.
Deliveries (including data carriers) provided by the Customer or by a third party engaged by the Customer are not subject to any inspection obligation on the part of megapac.
megapac will not verify the quantity of the goods delivered by the Customer. Upon receipt, the delivered goods will only be inspected on a sample basis with regard to the number of pallets and any visible damage to the packaging. If shortages of these goods become apparent during or as a result of processing by megapac, megapac will inform the Customer without undue delay in text form. A full count or inspection of the condition of the products is not included in the service and may, if required, be carried out and invoiced separately based on effort. Such processing allowances may be agreed individually at the time of contract conclusion or subsequently.
megapac will inform the Customer in text form without undue delay of any surplus goods once such surplus has been identified. If the Customer does not request the return of the surplus at their own expense within 30 days of receiving this notification, megapac shall be entitled to dispose of the surplus at the Customer’s expense. megapac reserves the right to process any surplus quantities provided by the Customer for production and, after completion of production, to return remaining quantities to the Customer together with a notification of remaining stock, which may not necessarily be in the original packaging.
The Customer is responsible for ensuring that the materials to be packed are delivered to megapac on time and in proper condition to ensure a smooth production process. Any delays or defects in the provision of the materials shall be borne entirely by the Customer.

If the Customer fails to provide the required materials on time, megapac shall be entitled to charge the Customer for any resulting costs, including production downtime costs.

Production downtime costs are calculated as follows:

2 weeks before the start of production: the Customer shall bear 25% of the agreed production costs.
1 week before the start of production: the Customer shall bear 50% of the agreed production costs.
24 hours before the start of production: the Customer shall bear 100% of the agreed production costs.

The Customer is solely responsible for ensuring that the goods delivered to megapac comply with all applicable legal requirements. megapac shall not be liable for any violations in this regard and shall be fully indemnified against any claims arising from such violations.

IX. Warranty (Liability for defects)

The Customer’s rights in the event of defects shall be governed by the statutory provisions, unless otherwise stipulated below.
The basis of megapac’s warranty is primarily the agreement reached regarding the quality of the finished goods. The agreed quality of the finished goods shall be determined by the product descriptions designated as such, which were provided to the Customer before the order was placed or incorporated into the contract in the same manner as these General Terms and Conditions. If no specific quality has been agreed, the existence of a defect shall be determined in accordance with the statutory provisions (§ 434 para. 1 sentences 2 and 3 German Civil Code – BGB). megapac shall not assume liability for public statements made by the manufacturer or other third parties (e.g. advertising statements). Section 361 of the German Commercial Code (HGB) remains unaffected.
The Customer’s claims for defects require that the Customer has fulfilled its statutory obligations to inspect and notify defects (§§ 377, 381 HGB) after delivery of the finished goods and the preliminary and intermediate products sent for correction. If a defect becomes apparent during inspection or later, megapac must be notified immediately in writing. Notification shall be deemed immediate if made within one week, whereby timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this inspection and notification obligation, the Customer must notify megapac in writing of any obvious defects (including incorrect or short deliveries) within one week of delivery; here too, timely dispatch of the notification shall suffice to meet the deadline. If the Customer fails to properly inspect and/or notify defects, megapac’s liability for the defect not reported shall be excluded. The Customer shall bear the full burden of proof for the requirements of any claim.
The risk of any errors shall pass to the Customer upon approval of the print, unless the errors arose or could have been detected during the production process following the print approval. The same applies to all other declarations of approval issued by the Customer.
If the delivered finished goods are defective, megapac shall be entitled, at its discretion, to remedy the defect (rectification) or to deliver a defect-free product (replacement delivery). megapac’s right to refuse subsequent performance under the statutory conditions remains unaffected.
megapac is entitled to make subsequent performance conditional upon the Customer paying the due purchase price. However, the Customer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect. If the subsequent performance fails (§ 440 sentence 2 BGB) or a reasonable period set by the Customer for subsequent performance has expired without success, or if such a period is unnecessary under statutory provisions, the Customer may withdraw from the contract or reduce the purchase price. In the case of minor defects, however, the right of withdrawal shall not apply.
The Customer shall grant megapac the time and opportunity required for the subsequent performance owed and, upon request, return the disputed finished goods to megapac. In the case of a replacement delivery, the Customer must return the defective item to megapac in accordance with the statutory provisions. megapac shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, provided that a defect actually exists. However, if the Customer’s request for defect removal proves to be unjustified, megapac may demand reimbursement from the Customer for the resulting costs.
In urgent cases, for example where operational safety is at risk or to prevent disproportionate damage, the Customer has the right to remedy the defect itself and to demand reimbursement of the necessary expenses. megapac must be informed immediately of such self-remedy, if possible in advance. The right of self-remedy does not apply if megapac would be entitled to refuse the corresponding subsequent performance under contractual or statutory provisions.
If megapac performs work or services to determine or remedy a defect without being obliged to do so, megapac may charge for the additional work in accordance with the currently applicable price list. This applies in particular to any reported defect that cannot be reproduced or cannot be attributed to megapac.
The warranty shall be excluded if the delivered finished goods have been modified and the Customer cannot prove that the defect was not caused by this modification.
Defects affecting only part of the delivered finished goods shall not entitle the Customer to object to the entire delivery, unless the partial delivery is of no interest to the Customer.
In the case of color reproductions produced by any manufacturing process, minor deviations from the original cannot be objected to. The same applies when comparing proofs, sample prints and production prints.
Over- or under-deliveries of up to 10% of the ordered quantity cannot be objected to. The quantity actually delivered will be invoiced. For custom-made products below 1,000 kilograms, the permissible deviation increases to 20%, and for quantities below 2,000 kilograms to 15%.
Claims by the Customer for damages or reimbursement of futile expenses shall exist only in accordance with Section X of these General Terms and Conditions and are otherwise excluded.

X. Liability

Unless otherwise provided in these General Terms and Conditions, including the following provisions, megapac shall be liable for breaches of contractual and non-contractual obligations in accordance with the applicable statutory provisions.
In cases of gross negligence, megapac’s liability shall be limited to the typical damage that was foreseeable for megapac at the time the contract was concluded.
In cases of slight negligence, megapac shall only be liable for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely). In such cases, however, megapac’s liability shall be limited to compensation for the foreseeable damage typically occurring.
megapac shall be liable in accordance with statutory provisions in cases of intent, if megapac has fraudulently concealed a defect or has assumed a guarantee for the quality of the finished goods, as well as in cases of claims under the German Product Liability Act, and in cases of injury to life, body or health. In such cases, the limitations of liability set out in Section X Nos. 2 and 3 of these General Terms and Conditions shall not apply.
If the Customer’s order concerns finishing work or the further processing of printed products, megapac shall not be liable for any impairment of the product to be finished or further processed resulting from such work, unless the damage was caused intentionally or through gross negligence by megapac.
The above exclusions and limitations of liability shall apply to the same extent in favor of the executive bodies, legal representatives, employees and other vicarious agents of megapac.
If megapac does not properly fulfill its contractual obligations that do not fall within the scope of warranty, or if any other breach by megapac occurs, the Customer must notify megapac in writing and grant megapac a reasonable period within which megapac has the opportunity to properly fulfill its obligations or otherwise remedy the situation.
In the event of a breach of duty that does not constitute a defect, the Customer may only withdraw from or terminate the contract if megapac is responsible for the breach. A right of termination without cause by the Customer is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
megapac shall only be liable for deviations in the quality of the materials used up to the amount of its own claims against the respective supplier. In such a case, megapac shall be released from liability if it assigns its claims against the supplier to the Customer.

XI. Limitation period

The general limitation period for claims arising from defects in quality or title is one year from delivery. If acceptance has been agreed, the limitation period shall begin upon acceptance.
The statutory provisions for third-party claims for restitution of property (§ 438 para. 1 no. 1 BGB) and in cases of fraudulent intent by megapac (§ 438 para. 3 BGB) shall remain unaffected.
Section XI No. 1 of these General Terms and Conditions shall not apply to claims based on intentional or grossly negligent conduct, claims under the German Product Liability Act, or claims arising from injury to life, body, or health.

XII. Periodic services

Contracts for regularly recurring services may only be terminated with a notice period of three months to the end of a calendar month.

XIII. Ownership, copyrights and reference

The operational items used by megapac to produce the contractual products, in particular data, films, lithographs and printing plates, shall remain the property of megapac even if they are invoiced separately and will not be delivered to the Customer.
The Customer shall be solely liable if the execution of their order infringes the rights of third parties, in particular copyrights. The Customer shall indemnify megapac against all claims by third parties arising from such infringement.
megapac is entitled to use the Customer’s name as well as publicly available finished product or material details as a testimonial or reference on its website and in social networks, unless the Customer expressly objects to this in writing.

XIV. Place of performance, jurisdiction and validity

The place of performance and jurisdiction for all disputes arising from the contractual relationship between the parties shall be the registered office of megapac.
German law shall apply to the contractual relationship. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Should individual provisions of this contract be or become invalid or unenforceable after the conclusion of the contract, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective intended by the contracting parties. The same shall apply in the event of a contractual gap..