TERMS AND CONDITIONS OF PURCHASE OF TECHNOFLEX VERPACKUNGEN GMBH

  1. Validity of the Terms and Conditions of Purchase
  2. Quotation and Contracting
  3. Prices and Payment
  4. Technical Details of Supply
  5. Delivery, Destination, Acceptance
  6. Delay, Cancellation
  7. Force Majeure
  8. Guarantee/Warranty
  9. Declaration of Product Fee Payment Obligation
  10. Confidentiality
  11. Termination of the Contract and Cancellation of the Contract
  12. No Set-off or Assignment
  13. Competent Court and Choice of Law
  14. Closing Provisions

Requisiti dell’imballaggio in ITALIANO

1 Validity of the Terms and Conditions of Purchase

The following terms and conditions of purchase shall exclusively apply to all supply and other service contracts made between TECHNOFLEX Verpackungen GmbH, Gewerbepark Ader 6, 4850 Timelkam and its related companies, in particular TECHNOFLEX Hungary Kft., Vándor Sándor út 7. HU-9400 Sopron (in short “TECHNOFLEX”, “we” or “us”) as the buyer and the seller (“supplier” or “contracting party”).

These terms and conditions of purchase shall mandatorily apply to all current and future sales transactions with our contracting partners even if no express reference is made to them.

Provisions different from these terms and conditions of purchase, in particular the contracting parties’ general terms and conditions of contract as well as supplements shall become part of the contract only if they have been confirmed by us in writing. Acceptance of supplies and services by TECHNOFLEX shall not mean that our suppliers’ different terms and conditions of purchase and supply are accepted by us. TECHNOFLEX reserves the right to amend or supplement the terms and conditions of purchase. The latest versions of the terms and conditions as well as of the supply technical specifications published on the website of TECHNOFLEX – https://technoflex.biz/einkaufsbedingungen/ – shall be accepted in all cases.

2 Quotation and Contracting

Any quotations or price-related information requested by TECHNOFLEX shall be without engagement and shall not be binding; in particular, they shall not be offers for contracting. The supplier shall always make a quotation for TECHNOFLEX free of charge. The period of acceptance of any quotation given by the supplier shall be at least one month. TECHNOFLEX shall be entitled to cancel its purchase orders until they are definitely accepted by the supplier in writing.

A supplier contract is made if the quotation is accepted by TECHNOFLEX in writing. The offer shall be considered as accepted if a written notification is received by the supplier (including the e-mail). Acceptance of the offer orally or by conduct shall be invalid. Any purchase order sent by TECHNOFLEX shall be immediately confirmed by the supplier in the form of order confirmation.

The supplier shall send its invoices only to the following e-mail addresses:

For Austrian purchase orders: EinvoiceTIM@technoflex.biz

For Hungarian purchase orders: EinvoiceHU@technoflex.biz

The supplier shall preliminarily send us the consignment list.

3 Prices and Payment

All prices shall be unchanged and fixed, and shall not include the value-added tax. The prices fixed according to the agreement shall include all services necessary for the performance of the contract, in particular the packaging, delivery, insurance and loading costs, taxes, duties, commissions and expenses (for details see Section 5).

Payment shall be made on the basis of the payment terms indicated in the acceptance of the quotation and the purchase order. If the payment terms are not specified, payment shall be effected within 60 days with a discount of 3% or within 90 days without any deductions.

The supplier’s invoices and all delivery notes and invoices shall include our purchase order and appointment numbers. The supplier shall check if it the purchase order number is available to it. Any changes shall be indicated, however, double manufacture shall be avoided in all cases.

4 Technical Details of Supply

The supplier shall deliver the product only on Euro pallets, rolls shall be laid, and drums shall be vertically positioned.

Technical details applicable to the supplied goods are available on the website of TECHNOFLEX (www.technoflex.biz),. and the current version shall be always mandatory for the suppliers.

5. Delivery, Destination, Acceptance

 The destination shall depend on which TECHNOFLEX company is the buyer. For the purchase orders of TECHNOFLEX Verpackungen GmbH, Austria, the destination of the consignments and/or services shall be the company’s site, A-4850 Timelkam, Upper Austria, Gewerbepark Ader 6. For the purchase orders of TECHNOFLEX Hungary Kft., the destination shall be its site in Hungary, H-9400 Sopron, Vándor Sándor út 7.

 The delivery shall be effected in accordance with the delivery terms specified in the agreement. Unless otherwise agreed upon the delivery terms, deliveries shall be effected to the destination on DDP term (Duty Delivery Paid) according to INCOTERMS 2010 (the supplier delivers the goods to the destination at its own expenses and risk, takes all formal measures, and pays the import duty).  Thereby the risk of loss or injury (damage risk) shall be transferred to TECHNOFLEX upon hand-over at the current destination, in Timelkam/Austria) or in Sopron/Hungary. The supplier shall take consignment insurance to cover the goods, and shall properly and safely package the goods to avoid any damages to them. During packaging, special attention shall be paid to avoid any damages to the delivered raw material, and proper fastening and retention shall be used on the truck. The supplier shall not be liable for damages resulting from improper packaging before taking over the goods at TECHNOFLEX.

The title to the delivered object and the service shall be transferred to TECHNOFLEX simultaneously with the handover. Any reservation of title by the supplier shall be excluded, with special regard to goods and services to be resold or processed.

Partial delivery shall be allowed only if it is has been separately and definitely agreed upon.

Delivery

Only on Euro pallets; rolls laid, drums vertically positioned;

Roll diameter: max 1200 mm
Pallet height: max 1500 mm
Roll net weight: max 700 kg
Drum diameter: 76 and 152 mm.

Provision and Labelling of Rolls

The type, size, weight of the roll and pallet shall be eligibly indicated in German on the narrow side.

Width tolerances:

Roll: -2 mm / + 5 mm, laminated goods: +/- 3 mm

The basic material shall be manufactured and delivered without any contamination.

The foil shall be protected from external impacts during delivery and storage:

– a cardboard sheet shall be placed between the Euro pallet and the roll

– the foil roll shall be protected against external contaminations with a stretch foil or other means during delivery and storage

Please check on the basis of the purchase order number if the received consignment is a new or modified purchase order. Though modifications are always clearly indicated, but double manufacture of a specific purchase order shall be always avoided.

The loading list shall be preliminarily sent, but attached to the delivery note at the latest.

The purchase order shall be considered as confirmed, if the purchase order confirmation is not received within 3 working days. We place purchase orders only on the basis of our own General Terms and Conditions of Contract.

Under- or overdelivery shall be maximum +/- 5%.

So that we can process the invoices in due time, please indicate the purchase order numbers on each delivery document and invoice.

Please send the invoices only to the following e-mail address:

Purchase order for Austria ► EinvoiceTIM@technoflex.biz

Purchase order for Hungary ► EinvoiceHU@technoflex.biz

The performance of the contract shall not be transferred either fully or in part to any subcontractor without the written consent of TECHNOFLEX.

6 Delay, Cancellation

In the case of any delay in delivery or service, TECHNOFLEX shall be entitled to cancel the contract – regardless of any additional claims – after setting a reasonable period of grace. In the case of any doubt or disagreement, a 14-day period of grace shall be considered reasonable at any rate. TECHNOFLEX shall be entitled to insist on the performance of the contract instead of cancellation. TECHNOFLEX shall have such rights also if the supplier is not at fault.

If the supplier recognises that the consignment and/or service will be delayed, the supplier shall immediately inform TECHNOFLEX of the expected delay and its foreseeable period. The notification shall not exempt it from its damage payment obligation against TECHNOFLEX and from the right of TECHNOFLEC to cancel the contract.

The provisions of this Section 6 shall apply also in Force Majeure events pursuant to Section 7.

7 Force Majeure

In the case of Force Majeure events lasting for more than 2 weeks, we shall be entitled to cancel all open purchase orders in writing, with a retroactive effect.

Force Majeure events shall include:

a.)          interventions and measures taken by authorities, border closures, any labour disputes, difficult forwarding possibilities, export embargoes or other circumstances affecting the operation of the supplier; or

b.)          forces of nature, war acts, riots, terrorism, sabotage, arson, fire, natural disasters, epidemics and pandemics (including the corona pandemic), lack of necessary official permits; or

c.)           delayed delivery by the subcontractors of the supplier or non-delivery, in particular if it is due to the above mentioned Force Majeure events or lack of energy or raw material, or if the purchase of the raw material would be possible on economically non acceptable terms as regards the price and/or volume, and this was not foreseeable for the supplier at the time of contracting, and any other reasons not attributable to the supplier.

8 Guarantee/Warranty

The supplier guarantees for TECHNOFLEX that the delivered product or service received by TECHNOFLEX shall be delivered in the quality and quality specified in the contract for 36 months from the date of receipt, and that they have all the properties and details definitely agreed upon and generally assumed, and shall keep them also during the guarantee period. The raw material shall be completely free from contaminations. The consignments and services shall be suitable for the intended use specified in the contract at TECHNOFLEX. In addition, the supplier shall guarantee that the consignments and services comply with the recognised technical standards as well as the relevant laws and guidelines. Supplier guarantees indicated in this Section shall be interpreted as guarantees in the sense of Part 2 of Paragraph 880a of the Austrian Civil Code.

If any deviation from the guarantee provided by the supplier is observed in the consignment or the service, it shall be considered as a deficiency. This shall be a deviation of maximum +/- 5%.

If there is any deficiency in parts of the delivered goods or the subject of the service during the random control, the whole consignment or service may be refused. For TECHNOFLEX, the obligation to report shall be definitely excluded in the sense of Paragraph 377 of the Austrian Code of Corporate Governance. This shall apply also to other claims deriving from Section 8 or deriving from damage or other claims and related to the faulty performance of the delivered product or service.

In the case of any complaint, TECHNOFLEX shall be entitled to request – at its own discretion – the repair, replacement or new correct delivery of the product or service or the proper reduction of the purchase price. If these solutions are not possible, the supplier shall reject them, or if the period of grace is not acceptable, or it would cause significant inconvenience for TECHNOFLEX, and it is not a minor deficiency, TECHNOFLEX shall be entitled to choose to cancel the contract without giving a period of grace. The supplier shall refund the costs of the examination of the supplied product or service, if any deficiency is found during the examination, for which the supplier is liable. The same shall apply to assembly and disassembly costs caused by the deficiency.

In the case of delayed recovery by the supplier, TECHNOFLEX shall be entitled to take measures at the supplier’s expenses and liability and in its place, without giving a prior notice. The costs of the extra measures shall be refunded in full to TECHNOFLEX, even if they are higher than the costs that would have been met by the supplier during the recovery.

Without prejudice to the claims valid under the guarantees pursuant to Section 8 and the statutory warranty, TECHNOFLEX shall be definitely entitled to damage payment on the basis of the deficient supply or service.

The supplier shall be fully liable for damages caused to TECHNOFLEX (in particular loss of profit, loss of earnings, costs of recall actions, image loss and other damages caused by deficiencies or property damages) even in case of minor negligence.

The supplier shall take proper product liability insurance and shall exempt TECHNOFLEX from all damages and claims from any third parties in relation to the delivered product and service, and shall refund all costs of TECHNOFLEX, in particular costs deriving from defense against product liability related claims, performance of recall actions or replacement services provided for third parties.

Exclusion or limitation of the damage payment liability of the supplier, with special regard to warranty and damage payment, shall not be acceptable.

9 Declaration of Product Fee Payment Obligation

If the supplier is involved in a general packaging waste disposal system in Austria (such as Altstoff Recycling Austria AG (ARA)), the following statutory declaration must be indicated already in the quotation and on all delivery notes and invoices. “The product fees of the packaging of all enlisted goods have been paid in the … collection and recycling system on the basis of licence/permit number ….” Additional fees and costs, including deposit and disposal costs, shall not be admitted by TECHNOFLEX.

If the supplier fails to give its declaration of product fee payment obligation, it shall remove or take back the packaging material; if the supplier fails to do so, TECHNOFLEX shall be entitled to have a third party remove the wastes at the supplier’s liability and expenses.

10 Confidentiality

The supplier shall confidentially handle all special and trade secrets made available to it or disclosed to it in any other way via the business relationship or in connection with it.

The confidentiality obligation shall survive the business relationship with TECHNOFLEX for 3 years or – irrespective of the business relationship – for 3 years from the inquiry.

Any advertisements and publications on the business relationship with TECHNOFLEX as well as inclusion of TECHNOFLEX in the supplier’s list of references shall be subject to the prior written consent of TECHNOFLEX.

If the confidentiality obligation is breached, the supplier shall pay an objective penalty, an amount of EUR 30,000 (thirty thousand Euro) per breach or 5% of the transactions made between TECHNOFLEX and the supplier in the last business year, whichever is higher. Reduction of the penalty by the court shall be excluded. TECHNOFLEX shall be entitled to claim other damages.

11 Termination of the Contract and Cancellation of the Contract

Cancellation of the contract:

TECHNOFLEX shall be entitled to cancel the contract for a compelling reason, in particular,

·         If the supplier violates the official requirements or the current terms and conditions of purchase;

·         If the supplier has taken certain steps, in particular, if it has made agreements with other ventures, that are disadvantageous for TECHNOFLEX, violate public morals or competition rules;

·         If the supplier has offered, either directly or indirectly, benefits to the colleagues of TECHNOFLEX engaged in the closure or execution of the contract, or has supported or threatened them, or caused disadvantages to them.

TECHNOFLEX shall be entitled to cancel the whole contract not executed yet, or only certain parts thereof, due to any of the above reasons.

12 No Set-off or Assignment

Setting-off any claims of TECHNOFLEX against any consideration shall be excluded.

Assignment, mortgaging or any other transfer of the claims shall not be allowed without the prior written consent of TECHNOFLEX.

13 Competent Court and Choice of Law

The supplier shall be entitled to submit a statement of claim against TECHNOFLEX only at a court having jurisdiction over TECHNOFLEX and seated in Wels, Austria. This court shall be competent also in proceedings initiated against the suppliers of TECHNOFLEX. However, TECHNOFLEX shall be entitled to enforce its claims against the supplier before the locally competent court having jurisdiction over the Hungarian site (TECHNOFLEX Hungary Kft Vándor Sándor út 7. HU-9400 Sopron).

The Austrian substantive law shall apply to all legal relationship between TECHNOFLEX and the supplier, if the main site of the supplier is situated in Austria, excluding the conflict of law rule (in particular the International Private Law (IPL)). If the main site of the buyer is situated outside Austria, then the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply. In case of any doubt, the Austrian substantive law shall be always applied.

14 Closing Provisions

Any statements made on behalf of TECHNOFLEX shall be considered lawfully binding, if they have been made by the number of authorised persons (managers, company heads, executives) necessary for representation. The sales representatives of TECHNOFLEX are only mediators, and basically they are not entitled to represent TECHNOFLEX in legal transactions (without proper authorisations).

If any provisions of this General Terms and Conditions of Purchase are invalid or unenforceable due to any reason, the validity of the other provisions of the contract shall not be affected.

If these Terms and Conditions of Purchase are changed and/or supplemented – also if it is made not in the required written form –, it shall be made in writing. All agreements between TECHNOFLEX and the supplier shall be made in writing. E-mails shall also meet the requirement for a written form. Oral side agreements shall be invalid.

If TECHNOFLEX fails to exercise or enforce its rights under these Terms and Conditions of Purchase, it does not mean that TECHNOFLEX waves its right to exercise or enforce such rights in the future.

[Requisiti dell’imballaggio in ITALIANO]

  • trasporto su bancali epal
  • bancale in posizione orizzontale, anima in posizione verticale
  • diametro bobina: max 1200 mm
  • altezza bancale: max 1500 mm
  • peso bobina massimo: ca. 700 kg
  • diametro anima: 76 mm o 152 mm
  • tolleranza sulla larghezza dei rotoli: -2 mm / +5 mm
  • tolleranza sulla larghezza delle lastre: +/- 3 mm
  • bobina fissata con cunei, nastri e pellicola retraibile
  • l’etichetta di ogni bobina deve riportare il tipo, le misure e il peso netto in lingua tedesca
  • l’etichetta deve essere apposta sul lato corto
  • il pesi delle bobine e dei bancali devono essere indicati sul documento di trasporto
  • la distinta di imballaggio deve essere inviata in anticipo o deve essere allegata al ddt

La materia deve essere prodotta e trasportata senza qualunque contaminazione.

Durante il trasporto ed il magazzinaggio il foglio deve essere protetto da ogni influenza esterna.
– tra il bancale e la bobina si deve mettere un foglio di cartone
– l’imballaggio deve proteggere la bobina da ogni contaminazione esterna durante il trasporto ed il magazzinaggio

Vi chiediamo di verificare ogni volta se avete già ricevuto un ordine con lo stesso numero. Cambiamenti sono normalmente indicati, tuttavia dobbiamo evitare produzioni doppi.

Ordiniamo esclusivamente ai termini delle nostre condizioni generali di contratto.

In caso di mancata conferma dell’ordine entro 3 giorni lavorativi, l’ordine verrà considerato confermato.

Affinché le Vostre fatture vengano processate effettivamente, i seguenti dati sono necessari: la fattura, indicazione del nostro numero d’ordine su tutti documenti di trasporto e sulle fatture.

Si prega di inviare la fattura esclusivamente al seguente indirizzo e-mail: ordine per l’Austria ► EinvoiceTIM@technoflex.biz / ordine per l’Ungheria ► EinvoiceHU@technoflex.biz

La tolleranza di quantità ammessa è di +/- 5%.