§ 1 General Scope

The offers of TG Trading AG are exclusively directed at business operators, such as craft businesses, industry, self-employed persons, sole proprietors, and trade. Deviating terms and conditions of the purchaser, which we do not explicitly acknowledge in writing, are non-binding for us, even if we do not expressly object to them. By this, the inclusion of the customer’s own terms and conditions is explicitly rejected unless otherwise agreed.

§ 2 Contracts & Pricing

(1) All submitted offers are non-binding. Our prices are net prices in EUR, plus the applicable value-added tax on the day of delivery. Furthermore, our prices are for delivery ex works, excluding packaging, cargo insurance, and transport, as well as excluding training of operating personnel, initial commissioning, setup, and installation costs for machines. We reserve the right to increase our prices to the extent that we generally increase our prices. Correct and timely self-delivery remains reserved. Depicted decorative materials are not included in the price. Prices of items marked as special offers or reduced items cannot be combined with other discounts or customer-specific price agreements. Errors in descriptions and prices are reserved.

Our contractually agreed prices are generally subject to the escalation and de-escalation clause. We are entitled to adjust the contractually agreed price appropriately if, after conclusion of the contract, cost increases occur, in particular due to collective agreements, changes in material or energy prices. The cost changes will be documented to the client upon request. Furthermore, we reserve the right to reasonably adjust the agreed price if changes arise before or during the execution of the order because the information provided by the client or the documents made available were incorrect, or if the client requests other changes.

Any changes or assurances regarding services and product features, as well as the cancellation of the contract, require a separate written agreement.

Completed framework agreements must be accepted within 12 months of order confirmation unless otherwise agreed in writing. If this is not met, we are entitled to invoice the framework contracts for immediate payment before the remaining framework order is delivered by us. The framework order will be prepared for pickup or delivery for the customer. We reserve the right to charge the remaining quantity of the framework agreement in full after 12 months for any open call-offs, including storage costs of 0.5% but a maximum of 5% of the total value. The customer must announce call-offs with a lead time of 4 days.

The calculation of proportional production costs for packaging machines and auxiliary production means (e.g., clichés, tools, constructions, software, etc.) will be shown separately on the invoice in addition to the goods to be delivered. Should there be a suspension, delay, or termination of cooperation between the purchaser and TG Trading AG, the production costs incurred up to that point, as well as additional expenses such as storage costs and labor, will be charged to the purchaser. Further claims of the supplier remain unaffected.

(2) All information regarding physical machine and packaging material properties and parameters, in particular regarding quality, thickness, or dimensions, technical details such as output quantities or cycle rates, general performance features, connection capacities, and consumption quantities for air and electricity according to offer or order confirmation, are only to be understood as reference or experience suggestions, for which we assume no guarantee. The data provided in brochures, datasheets, offers, order confirmations, websites, demonstration machines, descriptions, price lists, and recommendations reflect the best available knowledge. They are not to be considered guaranteed characteristics. Claims cannot be derived from them. Any technical deviations, such as components due to product improvements or technical necessities, are exclusively reserved by us.

(3) Further distribution or resale of our standardized packaging machines is only permitted within the EU or after written confirmation by TG Trading AG.

(4) Our packaging machines are manufactured and adapted according to the transmitted order confirmation / order completion and the customer's products and consumables provided in advance (labels, films, bags, products, etc.). Any products or consumables that are not available to us at the time of deposit/payment/project start, as well as at the final machine test/acceptance stage, or are not provided in sufficient quantity for machine processing, cannot be considered. If no customer products or consumables (films, paper, cartons, labels, etc.) are available at the time of order confirmation, we manufacture the packaging machine according to our internal standards. We explicitly reserve the right for possible quantity, weight, production, output, and printing tolerances according to commercial norms.

Customer products or consumables transmitted to us after receipt of the order confirmation may be considered depending on their nature, but they are not part of the contract and are therefore not binding regarding their processing. Any additional costs for extra components and modifications, as well as extended delivery times resulting from this, are explicitly reserved by us. Products provided by the customer cannot generally be considered as a blanket approval for machine use and processing on our machines or peripheral components due to their varying characteristics. Ensuring machine processability of customer products or consumables (films, cartons, labels, etc.) on our packaging machines and peripherals is the responsibility of the customer. Furthermore, the request and delivery of customer products for packaging does not constitute a contractual promise or acceptance on our part for processing on our machines, unless it has been contractually defined for each product in advance with us via a specification sheet, in writing, and included as an addendum in the order confirmation. Due to the varying nature of products and consumables, a binding commitment for machine use of customer-owned products or consumables (films, paper, cartons, etc.) and output quantities can only be defined after the ordered packaging machine is completed and tested. To ensure the processing of customer products and consumables (films, paper, labels, cartons, etc.) not available at the time of order confirmation/completion, additional cost-bearing machine components and modifications may be required. Any commitment regarding a certain quality, print quality, and overall visual print appearance when using our or customer-side printers is generally not part of the contract due to personal perception and subjectivity. Any defect or liability concerning the visual quality of the print result and the integration and use of the printer software at the customer is explicitly excluded, unless contractually defined with us in a specification sheet.

Customer product samples provided to us are generally not considered approval for machine processing or any specific technical agreement regarding quantity or visual packaging appearance. Unless binding commitments regarding product suitability and performance have been confirmed in writing via a defined specification sheet. Due to the varying nature of products and consumables, a binding commitment for machine use and output quantity can only be defined after completion and test runs of the packaging machine. This may involve additional cost-bearing components or modifications of the packaging machine.

Technical detail descriptions, components, and performance values refer to our general standards and may change during the production phase due to customer products/consumables and/or additional peripheral devices (printers, dispensers, scales, etc.) with respect to machine dimensions, performance values, diversity of product dimensions to be packaged, and output quantities. A separate order confirmation or layout transmission for technical changes and performance values is not necessarily provided unless agreed in writing in advance at the time of order confirmation. To ensure proper operation of our packaging machines, continuous supply and very high quality of the products to be packaged (e.g., non-sticky, non-clumping, geometrically homogeneous, etc.) and consumables (e.g., easy-to-open bags, smooth surface properties, no wavy bags, or fluctuating film thickness/dimensions, misshapen bags/film rolls, poor surface quality, etc.) must be ensured by the customer. We explicitly reserve possible quantity, weight, production, output, and printing tolerances according to commercial standards.

New machine/product requirements or consumables requested after order confirmation, as well as general customer-side new requirements, require a feasibility check and written approval from us to the customer. The confirmed technical details and performance values of the previously confirmed order are therefore void.

In general, output quantities per minute refer to the maximum mechanical cycle performance of the packaging machine. Furthermore, it is not possible to combine all mini and maximum dimensions of products. Connection power ratings are approximate. Information regarding cycle performance, output quantities, and connection power may vary depending on consumables and their technical properties, product dimensions, product characteristics, product geometries, operator, machine handling, and customer-side product/material feed.

All components shown on the final signed layout are not necessarily included in the delivery; the order confirmation applies. We explicitly reserve the right for any technical changes in assemblies and dimensions during the construction phase. The signed layout serves solely for general visualization and determination of maximum limit dimensions.

Customer pre-acceptance of packaging machines in our workshops (Erftstadt or Modena, Italy) prior to delivery is explicitly recommended and required by us. The resulting costs (hotel, flight, etc.) are borne by the customer/orderer. These costs cannot be deducted, even for subsequent adjustments or changes to the ordered packaging machine. If no customer pre-acceptance has taken place at our workshop or factory, the system is accepted by us using video documentation. The products used are those provided by the customer and available at the time of transmitted order confirmation/completion. Customer products or consumables transmitted to us after receipt of the order confirmation may be considered but are not part of the contract and therefore not binding regarding processing and characteristics. Any additional costs for extra components and modifications, as well as extended delivery times, are explicitly reserved by us. If no customer products are available at the time of acceptance, the packaging machine is tested and approved through a technical functional check without customer products. Subsequent change requests or complaints from the customer regarding machine characteristics/geometries, interface implementation, output quantities, or performance values are not allowed and are not the responsibility of TG Trading AG. If the customer requests machine delivery from us without attending the machine acceptance at our workshop or factory, the machine acceptance conducted by TG Trading AG is considered defect-free. By customer approval for shipping the packaging machine, the machine acceptance and performance test are considered functionally accepted.

Final acceptance / commissioning is a function test and customer training of the ordered packaging machine, supervised by our technicians, independent of consumables and customer products to be packaged. The commissioning or final acceptance of the machine is independent of customer-side interfaces. If customer-side interfaces are not functional, the machine function test is considered final acceptance / commissioning. During final acceptance / commissioning, only the individual functions of the ordered machine are tested, and no long-term production run or production monitoring for several hours is simulated, unless agreed in writing in advance. Final acceptance / commissioning can also be carried out in our factory in advance upon request. After final acceptance / commissioning by our technicians, the customer is obliged to pay immediately according to the payment terms.

§ 3 Shipping Conditions - Transport Packaging

(1) Delivery to the customer is ex works, uninsured, plus postage, freight, and possibly packaging and insurance. TG Trading AG is entitled to make partial deliveries at no extra cost to the buyer. The determination of the type of packaging, shipping method, and shipping route remains entirely with us. The risk liability for free freight or partial deliveries passes to the customer once the goods are handed over to the transport person or when the goods leave our factory for shipment. Furthermore, the risk liability passes to the customer if the goods are ready for shipment and delayed for reasons beyond our control. All our prices do not include any disposal costs according to the 5th amendment of the Packaging Ordinance. Returning used transport packaging must be agreed with us in advance regarding additional costs and conditions. General price lists for free-to-door prices within Germany are only valid for the mainland. Deliveries to island groups incur additional costs.

(2) At the written request of the customer, transport insurance for the shipment is taken out at his expense.

(3) Deliveries to our customers are generally made Monday - Friday during normal working hours, and we assume acceptance of the goods between 07:00 - 15:00 (excluding breaks). If restricted acceptance times exist on the customer side, they are binding only if communicated to us and explicitly confirmed. Additional costs incurred by non-acceptance of goods must be reimbursed by the customer. Our goods are shipped with freight forwarders and delivery services based on ADSp – General German Freight Forwarder Conditions, which the customer acknowledges upon order placement or after order confirmation.

§ 4 Delivery Conditions and Deadlines

(1) Promised or confirmed delivery dates are generally approximate – non-binding. They will be observed by us whenever possible, except if explicitly confirmed by us in writing as a fixed date. Our confirmed delivery dates are always dispatch dates. In case of force majeure, such as truck blockades, weather conditions, strikes, shortage of raw materials, unforeseeable operational disruptions, or involuntary inability on our side or that of one of our suppliers, the agreed delivery times are extended by the duration of the hindrance. Therefore, we reserve the right that, in exceptional cases, there may be delays in delivery. Such hindrances will be communicated to the customer as soon as possible in important cases.

Due to the Covid-19 pandemic or other global pandemic causes, unplanned delivery delays may occur that exceed the delivery date specified by us. Any resulting raw material shortages, price increases, and delivery delays from transport service providers cannot be held liable by TG Trading AG, and no claims for damages may be made.

(2) We reserve the right to consider reasonable partial deliveries as well as minor deviations from the sample in terms of color, composition, weight, and thickness as acceptable. All deliveries that are manufactured or printed must also be accepted by the customer in case of quantity deviations. For deliveries under 15,000 pieces +/- 30%, 15,001–30,000 pieces +/- 20%, and over 30,000 pieces +/- 10%. This also applies to manufactured roll goods, where we reserve the right for over- or under-delivery of 10%.

(3) Delivery times generally start from the date of order confirmation and from the performance prerequisites to be fulfilled in advance by the customer. These include, depending on the order agreement, the provision of advance payments, technical data to be supplied, final packaging samples, consumables, test materials, layout approvals, and machine acceptances, which are due according to the order received.

§ 5 Payment Terms

(1) TG Trading AG reserves the right to determine the method of payment. For deliveries within Germany, the seller offers the following payment options:

1. Advance payment / deposits via bank transfer

(If advance payment is agreed, payment is due immediately after contract conclusion.)

2. Delivery on account

3. Cash payment upon collection

4. Direct debit

Payment is only considered made when we have definitive access to the amount. For any check or direct debit payments, payment is only effected with final credit to our account.

(2) TG Trading AG is not obliged to accept checks. Any possible acceptance is always only for the purpose of payment. Any associated additional costs are borne by the customer and are due immediately. Furthermore, we assume no liability for timely presentation or protest.

(3) The customer is in direct default 30 days after delivery if payment for received goods is not made. In case of late payment, we are entitled to charge default interest of 3% above the respective Bundesbank discount rate. The interest may be higher or lower if we can prove a higher charge or the customer can prove a lower charge. If the supplier delivers partially defective goods for unexplained reasons, the customer is still obliged to pay for the undisputedly fault-free portion. Furthermore, the customer may only offset with legally established or undisputed counterclaims. The customer has no right of retention for disputed counterclaims.

(4) TG Trading AG reserves the right to refuse the payment method "delivery on account" depending on the result of a credit check.

(5) For self-collection, the supplier first informs the customer that the goods ordered are ready for collection. After receiving this notice, the buyer can collect the goods during the seller’s shipping hours (Mon–Fri from 8:00 a.m.–12:00 p.m. and 1:00 p.m.–4:00 p.m.) at the seller’s shipping department. In this case, no shipping costs are charged.

§ 6 Delay in Acceptance

(1) TG Trading AG reserves the right to withdraw from a concluded contract between the supplier and the purchaser if the purchaser refuses to accept the product they ordered after a reasonable period of at least 2 (two) weeks has expired, or explicitly declares beforehand that they do not wish to accept it. Any damage resulting from this will be charged to the purchaser for the full contract amount. The purchaser may provide evidence of lesser damage, while we reserve the right to prove higher damage.

§ 7 Retention of Title / Ownership

(1) All goods delivered by TG Trading AG remain our property until all obligations arising from the business relationship, including future claims, are fully fulfilled. Regarding check payments and direct debit claims, our claims are considered fulfilled only when the respective amount has been definitively credited to our account and no counterclaims against us exist. The place of jurisdiction for delivery and payment in Germany is agreed to be the District Court of Cologne.

(2) If claims exceed the value of our total receivables secured by collateral by more than 10%, we are obliged, at the purchaser's request, to release securities at our discretion. The selection of the securities to be released is solely up to us.

(3) The resale of goods delivered under retention of title is only explicitly permitted if:

a) We have explicitly and in writing consented to the resale or sold the goods for the purpose of resale.

b) The purchaser is not in default of payment obligations toward us.

c) The assignment of claims from the purchaser’s resale is fully and unrestrictedly assigned to us.

Furthermore, until all our claims are fulfilled, the purchaser assigns to us all claims arising from resale and other claims against their customers, including all ancillary rights. Upon our request, the purchaser is obliged to hand over all information and documents necessary to assert our claims.

(4) In the event of the purchaser filing for or opening insolvency proceedings or in case of contractual payment default, we are entitled, but not obliged, to take back the delivered goods. This take-back does not explicitly constitute a withdrawal from the contract unless expressly declared in writing by us. If our request to return the goods is not complied with, we reserve the right to charge a usage fee of 5% per month of delay, plus the applicable statutory VAT. Furthermore, we reserve the right to claim further damages.

(5) Under our retention of title, we are entitled to sell or auction the goods taken back freely. The take-back of reserved goods is carried out at the proceeds obtained, but not exceeding the agreed delivery prices. Further claims for damages, in particular for lost profits, remain reserved by TG Trading AG.

(6) The purchaser may only assert a right of retention or refusal to perform if their claims are undisputed or legally established.

§ 8 Warranty – Customer Rights in Case of Defects

(1) The purchaser's rights in the event of any defects are governed exclusively by the following provisions. Further claims by the customer are excluded. The place of performance for warranty services is Erftstadt or, at the company's discretion, selected service locations of TG Trading AG.

(2) Complaints regarding obvious defects are only permissible within one week after delivery; the period is calculated from the time of delivery to the recipient, with the receipt of the written complaint being decisive. For merchants, the statutory provisions of § 377 HGB and the resulting inspection and notification obligations apply. These deadlines are exclusionary periods.

(3) Any reject rates below 2% will not be recognized in complaints. Material labeled as 1-B quality (colored regranulate) may, under certain circumstances, lead to color transfer.

(4) Printed or dyed goods can only be manufactured approximately according to the sample or template. Furthermore, no weather-resistant colors are used unless explicitly confirmed in writing by us. We do not guarantee that textiles will not yellow as a result of using our materials.

(5) Unless larger tolerances must be allowed for specific products, the supplier expressly reserves a local thickness tolerance of 10% for polyethylene and polypropylene films, and 20% for PVC, PET, and polyolefin films. A positive and negative tolerance of 7% in length and width is also reserved. We are only liable for the suitability of our packaging materials on customer machines or for machine performance if this has been explicitly contractually guaranteed for the customer’s machine. Furthermore, we do not guarantee any packaging appearance requested by the customer, as this always depends on the customer’s machines, individual perception, and handling. Prior sampling of our consumables should be requested by the customer and is recommended by us. Due to certain properties of the consumables, some adhesion, streaks, or slight color changes of tubes, films, or bags may occur without constituting a material defect, especially if the goods are stored too long in packaged condition or in humid or excessively warm areas. Such occurrences cannot be objected to. Consumables should be used by the customer within six months, as technical properties regarding welding, shrinking, adhesion, printing, etc., may deteriorate due to storage, weather influences, and chemical degradation of additives. If deviations in technical properties occur that are unsatisfactory for the purchaser, no claim can be made against TG Trading AG.

(6) The buyer is responsible for ensuring that the provided packaging samples, information, and instructions are suitable and accurate, and that they do not infringe the rights of third parties. If this is not the case, the customer shall reimburse us for the additional effort incurred. The operating ambient temperature for our machines is between 15°C and 38°C, and the humidity is between 40% and 80%. If the above-mentioned climatic conditions are not met at the recipient's site or vary significantly, the buyer is obliged to inform us when placing the order. We assume no liability for any damages or defects arising from incorrect or incomplete information or instructions provided by the customer. If the customer samples are not requested back within 3 months, we are entitled to dispose of them or return them to the customer. Any general customer claim against us for payment or compensation for the samples submitted to us is completely excluded.

§ 9 Limitation of Liability & Compensation for Damages

(1) TG Trading AG shall be liable, unless otherwise provided in these General Terms and Conditions, only for demonstrable intent or gross negligence. We are not liable, in particular, for lost profits, production downtimes, reworking, test reports, or other financial losses or downtime of the customer or third parties. The customer is also responsible for the final inspection of the packaged customer products; TG Trading AG cannot be held liable for loose machine parts, contamination, reduced shelf life, or film residues in the packaged goods.

This also applies to unavoidable delivery delays caused by Covid-19 or other global pandemic reasons. Resulting shortages of raw materials, increased raw material costs, and delivery delays by transport service providers cannot be held liable by TG Trading AG, nor can any claims for damages be made for them.

§ 10 Place of Performance and Jurisdiction, Applicable Law

(1) As a general rule, only German law applies to business and legal relations, including international transactions. The place of performance and jurisdiction is Cologne. The place of performance and jurisdiction for all disputes arising between the parties from the contractual relationship is the headquarters of TG Trading AG.

§ 11 Final Provisions – Partial Invalidity

(1) Should one or more provisions be wholly or partially invalid within the scope of other agreements, the validity of the remaining provisions shall remain unaffected. Our General Terms and Conditions apply until the complete conclusion of the business relationship.

§ 12 Data Protection

(1) All data protection requirements, in particular the provisions of the Telemedia Data Protection Act, are observed by us. Personal data is stored solely for contract processing and order handling. Personal data is not passed on to third parties, except for service partners who require the data for contract processing and for collection agencies commissioned in case of payment default. We reserve the right to monitor the online behavior of customers on our homepage as part of continuous improvement processes in order to optimize long loading times of certain product pages.

§ 13 Disposal

(1) The 5th amendment of the Packaging Ordinance has been in force since January 2009. For goods purchased through us, TG Trading AG does not automatically remit fees to a dual system. We therefore assume:

1. That you will remit your goods to a dual system (e.g., Landbell) yourself, or

2. That proper disposal by you is ensured.

Changes reserved!