Terms and Conditions

General Terms and Conditions of Sale (B2B)

of

Sopp Industrie GmbH

Effective as of July 2026

 

§ 1 Scope of Application

(1) These General Terms and Conditions of Sale (GTC) apply exclusively to business entities as defined in § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.

(2) All deliveries, services, offers, and other contractual relationships of Sopp Industrie GmbH (hereinafter the “Seller”) are conducted exclusively on the basis of these General Terms and Conditions of Sale.

(3) These GTC also apply to all future business relationships, even if they are not expressly agreed upon again.

(4) The customer’s general terms and conditions shall not apply, even if their validity is not expressly objected to in individual cases. Even the unconditional performance of a delivery or service does not constitute acceptance of conflicting terms and conditions.

(5) Individual agreements between the parties shall take precedence over these GTC. They must be made in writing at a minimum.

 

§ 2 Offers and Conclusion of Contract

(1) All offers made by the Seller are subject to change and non-binding, unless they are expressly designated as binding.

(2) Orders are not considered accepted until an order confirmation is issued in writing or in text form, or until the goods are delivered.

(3) The Seller is entitled to accept orders within 14 calendar days of receipt.

(4) The Seller reserves the right to make technical changes, design improvements, and deviations customary in the trade, provided they do not significantly impair the usability of the goods.

(5) All information regarding dimensions, weights, colors, technical data, material properties, or other characteristics constitutes merely descriptions and does not constitute guaranteed quality agreements, unless expressly agreed upon in writing.

(6) All drawings, print data, layouts, drafts, samples, tools, printing plates, dies, CAD data, calculations, cost estimates, and other documents remain the property and intellectual property of the Seller, even if the Customer has contributed to the manufacturing costs.

Disclosure or use beyond the scope of the contract is prohibited without written consent.

(7) Amendments or additions to the contract must be made in writing. In particular, transmission via email or through an agreed-upon customer portal is sufficient for this purpose.

 

§ 3 Use as a Reference

(1) Upon conclusion of the contract, the Client grants the Seller the revocable right to name the Client as a reference customer, using the Client’s company name, logo, and a general description of the products or services provided.

This applies in particular to

(2) No confidential information, prices, drawings, production volumes, development work, or other trade secrets shall be disclosed.

(3) The Client may object to the use as a reference at any time in writing.

The Seller shall remove the reference within a reasonable period of time.

 

§ 4 Prices and Terms of Payment

(1) All prices are quoted in euros, ex works (EXW in accordance with Incoterms® 2020), unless expressly agreed otherwise. In addition, the applicable statutory value-added tax, as well as packaging, transportation, insurance, customs, import, and other public charges, shall be added.

(2) If more than four months elapse between the conclusion of the contract and the agreed delivery date, or if the contract is a framework agreement, the Seller is entitled to adjust the agreed prices appropriately if significant cost factors change after the contract is concluded. These include, in particular:

If the price adjustment exceeds 10% of the originally agreed-upon net price, the client may withdraw from the unfulfilled portion of the contract within ten business days of being notified of the price adjustment.

(3) Invoices are payable without deduction within 30 calendar days of the invoice date, unless otherwise agreed.

(4) The date of receipt of payment by the seller shall be decisive.

(5) In the event of late payment, statutory default interest pursuant to § 288 of the German Civil Code (BGB) shall apply. The right to claim further damages is reserved.

(6) If, after the conclusion of the contract, facts come to light that significantly impair the client’s creditworthiness, the seller is entitled to

for all outstanding deliveries.

If the buyer fails to comply with this request within a reasonable period of time, the seller may rescind the contract and claim damages.

(7) Set-off or retention is permitted only with respect to claims that are undisputed or have been legally established.

 

§ 5 Delivery, Delivery Deadlines, and Force Majeure

(1) Delivery dates and delivery deadlines are considered binding only if they have been expressly confirmed in writing as binding.

(2) Delivery periods shall not commence until

(3) The Seller is entitled to make reasonable partial deliveries, provided that such deliveries are reasonable for the Customer.

(4) Delivery delays due to force majeure or other events unforeseeable at the time the contract was concluded shall extend the delivery period by the duration of the hindrance plus a reasonable restart period.

These include, in particular:

(5) If the impediment to performance lasts longer than three months, both parties are entitled to rescind the contract with respect to the portion of the contract that has not yet been fulfilled.

No claims for damages shall arise in this regard. This does not affect the customer’s claims in cases of willful misconduct or gross negligence on the part of the seller, nor claims arising from mandatory statutory liability provisions.
 

 

§ 6 Shipping, Transfer of Risk, and Incoterms®

(1) The place of performance is the Seller’s place of business.

(2) Shipping is at the Customer’s expense and risk.

(3) Unless otherwise agreed, deliveries are made EXW Remscheid in accordance with Incoterms® 2020.

(4) Risk passes to the buyer no later than upon handover of the goods to the first carrier.

This also applies in the following cases:

(5) If shipment is delayed for reasons attributable to the customer, the risk shall pass to the customer upon notification that the goods are ready for shipment.

(6) Storage costs shall be charged starting on the fifth business day after notification that the goods are ready for shipment at a rate of 0.25% of the net order value per calendar week or portion thereof, up to a maximum of 5% of the net order value. The customer reserves the right to prove that storage costs were lower; the seller may claim higher damages actually incurred.

(7) Transportation insurance is taken out exclusively at the express request and at the expense of the customer.

 

§ 7 Retention of Title

(1) Simple Retention of Title

The Seller retains title to all delivered goods until full payment of all current and future claims arising from the ongoing business relationship with the Customer (goods subject to retention of title).

In the case of an open account, the retention of title serves as security for the respective balance due.

 

(2) Obligations of the Customer

The Customer is obligated to,

As a precaution, the client hereby assigns any insurance claims to the seller.

 

(3) Resale

The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business.

The Customer hereby assigns to the Seller all claims arising from the resale in the amount of the respective final invoice amount, including incidental claims.

The seller hereby accepts this assignment.

 

(4) Collection of Claims

The customer remains authorized, until further notice, to collect the assigned claims in its own name.

The seller is entitled to revoke this authorization to collect claims, in particular if

In this case, the client must, upon request, identify all debtors, provide all necessary documents, and disclose the assignment.

 

(5) Processing

Any processing or transformation of the goods subject to retention of title is always carried out on behalf of the Seller.

If the goods subject to retention of title are processed together with other items, the Seller acquires co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other processed items.

 

(6) Blending and Combination

If the goods subject to retention of title are inseparably combined or blended with other items, the Seller shall acquire co-ownership of the new item in proportion to the values at the time of the combination.

The Customer shall hold the resulting co-ownership in trust for the Seller free of charge.

 

(7) Third-Party Seizures

In the event of attachments, seizures, or other third-party actions affecting the goods subject to retention of title or the assigned claims, the Customer must immediately notify the Seller in writing.

The buyer must inform the third party of the seller’s ownership and support all measures necessary to protect the seller’s rights.

To the extent that the third party does not reimburse the judicial or extrajudicial costs of legal action, the buyer shall be liable for such costs.

 

(8) Right to Reclaim Goods

In the event of a breach of contract by the buyer, particularly in the event of late payment, the seller is entitled, after setting a reasonable deadline, to

The right to assert further claims for damages remains unaffected.

 

(9) Release of Collateral

If the realizable value of the collateral permanently exceeds the secured claims by more than 10%, the Seller shall, at the Client’s request, release collateral of its own choosing.

 

(10) Ownership of Tools, Printing Plates, and Development Services

All tools, printing plates, and development services developed or manufactured by the Seller

unless otherwise expressly agreed in writing, they remain the exclusive property of the seller.

This applies even if the client has contributed, in whole or in part, to the development or tooling costs.

The client is hereby granted only a non-exclusive, non-transferable right of use for the purpose of fulfilling the respective order.

 

§ 8 Warranty, Duty to Inspect and Report Defects, Complaints

(1) Duty to Inspect and Report Defects

The Client must carefully inspect the delivered goods immediately upon delivery for completeness, correct identity, transport damage, obvious defects, and discernible deviations in quality.

Obvious defects must be reported in writing or in text form no later than seven business days after delivery.

Hidden defects must be reported in writing or in text form no later than seven business days after their discovery.

The provisions of § 377 of the German Commercial Code (HGB) remain unaffected.

If the defect is not reported in a timely manner, the goods shall be deemed accepted with respect to the defect in question.

 

(2) Warranty Period

The warranty period is one year from the transfer of risk.

This does not apply to claims arising from willful misconduct, gross negligence, injury to life, limb, or health, or cases of mandatory statutory liability.

 

(3) Requirements for a Complaint

Complaints can only be processed if the client provides the following information in full:

 

(4) Proof of the Goods’ Origin

The buyer bears the burden of presenting evidence and proving that the goods subject to the complaint were delivered by the seller and were delivered within the agreed warranty period.

If this proof cannot be provided, no warranty claims exist.

 

(5) Returns

Defective goods may be returned only with the seller’s prior written consent.

Shipments sent freight collect may be refused.

 

(6) Opportunity for Subsequent Performance

Before the buyer undertakes its own corrective measures or procures a replacement, the seller must be given the opportunity to inspect the goods and to perform subsequent performance.

Otherwise, all warranty claims shall lapse, unless the customer can prove that immediate action was absolutely necessary to mitigate damages.

 

(7) Custom-Made Products

For products manufactured to customer specifications, the following characteristics, in particular, do not constitute a material defect, provided they are customary in the industry or technically unavoidable:

The permissible tolerances are further specified in the Seller’s Quality and Tolerance Guidelines. The foregoing tolerances do not apply if the Customer proves that the deviation significantly impairs the contractually intended use of the goods.

(8) Print Approvals

If production is based on a print template, a sample, or a digital approval provided by the customer, the customer shall be solely liable for

to the extent that they were included in the approval.

Once production has begun, claims are excluded in this regard.

 

(9) Samples

Production-related deviations may occur in samples, approved samples, or pre-series production.

Such deviations do not constitute a defect to the extent that they are customary in the trade or technically unavoidable. The preceding sentence does not apply if the customer proves that the deviation significantly impairs the agreed-upon function or quality of the goods.

 

(10) Rectification

The seller shall decide at its sole discretion whether to provide

There is no entitlement to a specific type of subsequent performance.

 

(11) Exclusion of Warranty

In particular, warranty claims do not apply to damage resulting from:

The exclusion of warranty under this paragraph does not apply if the customer proves that the damage occurred primarily within the seller’s sphere of responsibility.

 

§ 9 Production, Color, and Quantity Tolerances

(1) General Provisions

The products delivered by the Seller are manufactured in accordance with recognized technical standards and the manufacturing methods customary in the textile, printing, and packaging industries.

Despite the utmost care, production-related deviations cannot be completely avoided and, unless otherwise specified below, do not constitute a material defect.

 

(2) Material Tolerances

Deviations with respect to

do not constitute a material defect, provided they are customary in the trade or technically unavoidable.

 

(3) Color Variations

Minor color variations between

are due to the production process and do not constitute a defect.

This applies in particular to variations in raw material batches, color batches, or changes in suppliers.

 

(4) Dimensional Tolerances

Dimensional deviations resulting from the production process are considered to be in accordance with the contract, provided they do not significantly impair the goods’ fitness for use.

Unless otherwise agreed upon, the manufacturing tolerances customary in the respective industry shall apply.

 

(5) Ribbons and Textile Products

With regard to ribbons, bands, textiles, and similar products, the following characteristics, in particular, do not constitute a defect:

 

(6) Printed Products

In the case of printed products, the following, in particular, are not considered defects:

 

(7) Packaging Units

Variations in the number of items within a packaging unit resulting from production or packaging do not constitute a defect, provided they are customary in the trade.

 

(8) Excess or Short Deliveries

For custom-made products, individual productions, and customer-specific goods, excess or short deliveries of up to 10% of the agreed-upon delivery quantity are permissible.

The quantity actually delivered shall be deemed to be in accordance with the contract and shall be paid for accordingly.

For delivery quantities of fewer than 500 units, the permissible deviation is up to 15%.

 

(9) Samples

Approval samples are provided solely for general illustrative purposes.

Production-related deviations between samples and mass-produced items do not constitute a defect, provided that the agreed-upon function and quality are maintained.

 

(10) Natural Materials

If natural fibers or natural materials are used, variations in

do not constitute a material defect.

 

(11) Regulatory Material Adjustments

 

The seller is entitled to adjust materials, components, or manufacturing processes if this becomes necessary due to legal requirements, in particular Regulation (EU) 2025/40 (PPWR), product safety regulations, or official orders.

Any minor changes to material properties, appearance, or workmanship resulting therefrom do not constitute a material defect, provided that the contractually intended use is not significantly impaired.

 

 

§ 10 Liability

(1) General Principle

The Seller shall be liable for damages, regardless of the legal basis, exclusively in accordance with the following provisions.

 

(2) Unlimited Liability

The Seller shall have unlimited liability in the event of

 

(3) Liability for Simple Negligence

In cases of simple negligence, the seller is liable only for breaches of material contractual obligations (cardinal obligations).

In such cases, liability is limited to damages typical for the contract and foreseeable at the time the contract was concluded.

 

(4) Maximum Liability Limit

To the extent permitted by law, the Seller’s liability for property damage and financial loss per claim is limited to the coverage amount of the existing business liability insurance policy.

Upon request, the seller shall disclose the currently valid coverage amount.

The limitation of liability under sentence 1 does not apply to claims under paragraph 2, nor to damages resulting from willful misconduct or gross negligence.

 

(5) Exclusion of Certain Damages

To the extent permitted by law, the seller shall not be liable, in particular, for

unless such damages result from the Seller’s willful misconduct or gross negligence or are subject to mandatory statutory liability. In the event of a breach of material contractual obligations (cardinal obligations), the seller shall be liable for the damages specified in this paragraph within the scope of statutory provisions and in accordance with paragraphs 2 through 4. In this case, liability is limited to damages typical for this type of contract and foreseeable at the time the contract was concluded.

 

(6) Advice

Technical information, recommendations, suggestions for use, or other advisory services are provided to the best of our knowledge.

They do not relieve the customer of the obligation to verify the suitability of the goods for their intended use.

Unless the advice has expressly become part of the contract, it is provided free of charge and excludes any further liability.

 

(7) Processing of the Goods

The Seller shall not be liable for damages resulting from the fact that delivered products

or combined with unsuitable materials.

 

(8) Consequential Damages Due to Defects

Liability for consequential damages due to defects exists only to the extent provided by law and exclusively in accordance with this Section 10.

 

(9) Statute of Limitations

Claims for damages shall be barred, to the extent permitted by law, no later than one year from the statutory commencement of the limitation period.

Claims under paragraph 2 are excluded from this provision.

 

(10) Employees

The foregoing limitations of liability shall apply mutatis mutandis in favor of

of the Seller.

 

§ 11 Intellectual Property, Development Work, and Confidentiality

(1) Intellectual Property

All intellectual property developed or provided by the Seller

Unless otherwise expressly agreed in writing, the products shall remain the exclusive intellectual property of the Seller.

The conclusion of a purchase agreement does not transfer any ownership rights, copyrights, trademark rights, patent rights, utility model rights, or other intellectual property rights to the Client.

 

(2) Rights of Use

The customer is granted only a simple, non-exclusive, non-transferable right of use to the extent necessary for the contractual use of the delivered products.

Any use beyond this requires the prior written consent of the seller.

 

(3) Tools and Operating Resources

Tools, printing plates, clichés, dies, embroidery programs, embossing devices, cutting programs, CAD files, print data, and all other operating resources remain the property of the Seller.

This applies even if the Client has contributed in whole or in part to the manufacturing costs, unless otherwise expressly agreed in writing.

Return of the documents may only be demanded if this has been expressly agreed in writing.

 

(4) Prohibition on Disclosure

The customer agrees to use all documents provided to it exclusively for the performance of the respective contract.

Disclosure to third parties or use for the manufacture of similar products by other suppliers is prohibited without the seller’s prior written consent.

 

(5) Reverse Engineering

To the extent permitted by law, the Customer agrees not to analyze, replicate, or have third parties replicate any delivered products, samples, or prototypes for the purpose of disclosing or exploiting the Seller’s trade secrets or protected development work.

Actions that are mandatory under law remain unaffected.

 

(6) Confidentiality

Both parties agree to treat as confidential all technical, economic, and organizational information that comes to their knowledge in the course of the business relationship.

This applies in particular to

This obligation shall remain in effect for five years after the termination of the business relationship.

 

(7) Exceptions

The confidentiality obligation does not apply to information

 

(8) Use as a Reference

The use as a reference governed by § 3 remains unaffected by the confidentiality obligations.

 

(9) Contractual Penalty

If the Buyer culpably breaches the obligations set forth in paragraphs 4 or 6, the Seller is entitled to demand a reasonable contractual penalty, the amount of which may be reviewed by the competent court in the event of a dispute. The right to claim further damages remains unaffected.

 

§ 12 Product Safety, Compliance, Export Control, and Sustainability

(1) Legal Compliance

The Seller shall deliver its products in accordance with the legal requirements of the Federal Republic of Germany in effect at the time of transfer of risk and, to the extent agreed, with the relevant European legal provisions.

No guarantee is given regarding continued compliance with legal requirements that may be amended in the future.

 

(2) Changes in the Law

If legal or regulatory requirements change after the contract is concluded, in particular due to

The seller is entitled to make appropriate adjustments to materials, manufacturing processes, packaging, or product designs.

If this results in additional costs, the seller is entitled to make a reasonable price adjustment in accordance with § 4.

Such adjustments do not constitute a material defect, provided that the agreed-upon function and the contractually intended use of the goods are not materially impaired.

 

(3) Product Safety

The customer undertakes to use the delivered products exclusively in accordance with their intended use.

The customer must observe all of the seller’s instructions regarding processing, storage, transportation, and use.

If products are modified, further processed, or combined with other products, the seller assumes no responsibility for the resulting product characteristics, unless the modification has been expressly approved in writing.

 

(4) Traceability

The Client agrees to retain invoices, delivery slips, batch labels, and other identifying information for at least the duration of the statutory retention periods.

In the event of a complaint or a product recall, these documents must be made available to the Seller immediately upon request.

 

(5) Product Recalls

If the Client becomes aware of circumstances that could necessitate a product recall, a safety warning, or other measures to protect end consumers, the Client must immediately notify the Seller in writing.

A product recall may be initiated only after prior consultation with the seller, provided this is permitted by law and there is no immediate danger to life or health.

Each party shall bear the recall costs it incurs. Any further allocation of costs shall be governed by statutory provisions.

 

(6) Export Controls and Sanctions

The Customer agrees to comply with all applicable export control, foreign trade, and sanctions regulations.

In particular, the Customer agrees

If the Customer violates these obligations, the Seller is entitled to terminate the contract or suspend deliveries.

 

(7) Compliance

The Customer agrees to comply with all applicable legal regulations, in particular with regard to

If the Customer commits a serious breach of these obligations, the Seller is entitled to terminate the business relationship for good cause.

 

(8) Sustainability

The Seller continuously develops its products in accordance with legal requirements and technical capabilities with regard to sustainability, recyclability, and resource conservation.

Any resulting technical changes or material adjustments do not constitute a material defect, provided that the agreed-upon function is maintained.

 

(9) Client’s Duty to Provide Information

The client is obligated to provide the seller with all information necessary for production in accordance with the contract, in full and in a timely manner.

This includes, in particular,

The Client shall be solely liable for any damages resulting from incorrect or incomplete information.

 

§ 13 Final Provisions

(1) Jurisdiction

To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship is Remscheid.

However, the Seller is also entitled to bring an action against the Client at the Client’s general place of jurisdiction.

 

(2) Governing Law

The laws of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

(3) Written Form

To the extent that these General Terms and Conditions or statutory provisions require the written form, transmission via the following is sufficient:

Statutory requirements for written form remain unaffected.

 

(4) Electronic Communication

The parties are entitled to exchange all contract-related communications electronically.

The Client shall ensure that the email addresses provided by it are monitored regularly.

Electronic statements shall be deemed received upon arrival on the mail server, provided the sender does not receive an error message.

 

(5) Assignment of the Contract

The Seller is entitled to assign rights and obligations arising from the contractual relationship to affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) or as part of a corporate restructuring.

This shall not prejudice the Client’s legitimate interests.

 

(6) Severability Clause

Should individual provisions of these General Terms and Conditions of Sale be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected.

The invalid or unenforceable provision shall be replaced by the applicable statutory provision.

 

 

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