General Terms and Conditions for Commercial
63075 Offenbach am Main
+49 162 63 54701
PIZZycle is the first reusable and closable pizza box and a big step towards a more sustainable food packaging industry. PIZZycle is composed of two identical, round plates, following the outline of a pizza. Through its distinct shape, PIZZycle can be carried easily, cleaned in the dishwasher and stored efficiently. The innovative lock-mechanism enables users to open and close the parts intuitively. Due to the extremely durable, scratch- and heat-resistant material we chose, PIZZycle can be used several hundred times. The best part about it: PIZZycle is 100 % recyclable.
The business activities of PIZZycle GmbH do not include the provision or operation of a cash or software based deposit system. These general terms and conditions (GTC) guide the contractual conditions for the commercial acquisition of the pizza box “PIZZycle".
1. The present general terms and conditions apply exclusively to legal transactions for the acquisition of the pizza box "PIZZycle" (chattel in the sense of § 90 German Civil Code (BGB)) in relation to entrepreneurs (§ 14 I BGB), legal entities of the public right or public-legal special property, § 310 I BGB. Conflicting conditions or conditions of the purchaser deviating from the general terms and conditions of PIZZycle GmbH are only to be recognized if PIZZycle GmbH, represented by its managing directors according to § 35 GmbHG, expressly agrees to their validity in writing.
2. These Terms and Conditions shall also apply to all future transactions with the Purchaser, as far as legal transactions of a related nature are concerned (as a precaution, the Terms and Conditions should in any case be attached to or referred to in the order confirmation).
3. Individual agreements made with the Purchaser in individual cases (including collateral agreements, additions and amendments) shall in any case take precedence over these Terms and Conditions. For the content of such agreements, subject to proof to the contrary, a written contract or the written confirmation of PIZZycle GmbH is required.
4. The assignment of claims against PIZZycle GmbH to third parties is excluded. § 354a HGB remains unaffected.
II. Contracting party
In case of conclusion of a sales contract, this contract is concluded with PIZZycle GmbH, Von-Behring-Straße 95, 63075 Offenbach am Main, Germany (further information about PIZZycle GmbH can be found in the imprint of www.pizzycle.com).
III. Offer and acceptance
1. The offer of PIZZycle GmbH in accordance with § 145 BGB are subject to change and non-binding, unless they are explicitly characterized as binding or provide for a certain acceptance period.
2. The acceptance of an offer according to § 151 BGB by PIZZycle GmbH shall only be concluded with the written order confirmation (text form is sufficient) or with the delivery execution by PIZZycle GmbH.
3. The legal relationship between PIZZycle GmbH and the Purchaser shall be governed solely by the purchase contract concluded at least in text form, including these General Terms and Conditions. Verbal promises and undertakings made prior to the conclusion of the contract are not legally binding and shall be replaced by the written contract, unless it is expressly stated in each case that they shall continue to be binding.
IV. Documents provided
1. PIZZycle GmbH reserves the ownership and copyrights to all documents provided to the Purchaser in connection with the placing of the order - also in electronic form - such as prototypes, calculations, renderings, drawings, CAD models etc.. These documents may not be made accessible to third parties, unless PIZZycle GmbH gives its express written consent to the Purchaser.
2. If no legal transaction is concluded between PIZZycle GmbH and the Purchaser, the provided documents must be returned immediately.
V. Prices and Payment
1. Unless otherwise agreed in writing or stated on the invoice, the prices of PIZZycle GmbH are in EURO excluding VAT (at the current rate). In addition, the costs for the packaging of PIZZycle and the costs for the transport by the carrier, indicated by PIZZycle GmbH as a special position on the invoice, will be added.
2. The payment of the purchase price has to be made exclusively to the account mentioned overleaf.
GLS Gemeinschaftsbank eG 44774 Bochum
3. The deduction of discount is only allowed with prior written agreement.
4. Unless otherwise agreed in writing, the purchase price and the additional costs for shipping (including VAT if applicable) is to be paid 14 days after of invoicing. Interest on arrears shall be charged at a rate of 8% above the respective base rate p.a.. PIZZycle GmbH reserves the right to assert a higher damage caused by default.
5. If no fixed price agreement has been made, PIZZycle GmbH reserves the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries which take place 3 months or later after conclusion of the contract.
6. If public charges, which concern the import or the distribution of the goods, are increased or newly introduced between the conclusion of the contract and the delivery, PIZZycle GmbH is entitled to withdraw from this contract.
VI. Right of Retention
The Purchaser is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
1. Unless otherwise stated in the order confirmation, delivery is agreed on conditions according to the Incoterm "FCA" (Incoterm code 2020).
2. PIZZycle GmbH concludes a transport contract for the transport of the ordered goods - without having to make a prior offer - under the usual conditions at the risk and expense of the Buyer.
3. The transport may be commissioned by PIZZycle GmbH immediately after production of the goods.
5. The beginning of the delivery time indicated by PIZZycle GmbH presupposes the clarification of all technical questions as well as the timely and proper fulfilment of the obligations of the Purchaser. The objection of the not fulfilled contract remains reserved.
3. If PIZZycle GmbH itself is not supplied, although PIZZycle GmbH has placed congruent orders with reliable suppliers, PIZZycle GmbH is released from its obligation and can withdraw from the contract. In this case, PIZZycle GmbH will inform the Purchaser immediately about the non-availability or untimely availability of the delivery item or the supply.
4. It shall be for the Purchaser to provide the burden of proof that a breach of duty in connection with the procurement of the delivery item is the responsibility of PIZZycle GmbH.
5. PIZZycle GmbH is entitled to partial deliveries, if the partial delivery is usable for the Purchaser within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the Purchaser does not incur significant additional expenses or costs (unless PIZZycle GmbH agrees to bear these costs).
6. Short or excess deliveries up to 10 % of the contractually agreed quantity are tolerable - the actually delivered quantity will be invoiced.
7. Deadlines and dates for deliveries and services promised by PIZZycle GmbH are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
8. If the agreed deadline cannot be met due to circumstances beyond the control of PIZZycle GmbH or its suppliers, it shall be extended appropriately. PIZZycle GmbH will inform the Purchaser immediately about such a case. If the impeding circumstances still persist one month after the expiration of the agreed delivery period, either side can withdraw from the contract. Further claims based on the exceedance of the delivery time not caused by PIZZycle GmbH are excluded.
9. PIZZycle GmbH can - without prejudice to its rights from default of the Purchaser - demand from the Purchaser an extension of delivery and service deadlines or a postponement of delivery and service deadlines by the period in which the Purchaser does not fulfil his contractual obligations to PIZZycle GmbH.
10. In the absence of concrete agreements in this regard, the mode of shipment, shipping route and packaging are subject the dutiful discretion of PIZZycle GmbH.
1. If the customer is in default of acceptance in accordance with § 293 BGB or culpably violates other duties to cooperate, PIZZycle GmbH shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. PIZZycle GmbH reserves the right to assert further claims. The provision of § 373 of the German Commercial Code (HGB) shall remain unaffected.
2. If the conditions of default of acceptance or default of debtor are met, the risk of accidental loss or accidental deterioration of the object of purchase shall pass to the Purchaser.
3. In the event of a delay in delivery not caused by PIZZycle GmbH intentionally or through gross negligence, PIZZycle GmbH shall be liable for damages caused by delay. The amount of damages caused by delay shall, however, be limited to the damages foreseeable at the time of conclusion of the contract and typical for the contract.
IX. Impediments to deliver and shortfalls
1. Wars, strikes, lockouts, shortages of raw materials or energy, operational or traffic disruptions, acts of government and all other cases of force majeure which prevent, delay or render uneconomically the manufacture or shipment of the goods shall release PIZZycle GmbH from the obligation to deliver for the duration and to the extent of the disruption.
2. If the disturbance exceeds the duration of three months, PIZZycle shall be entitled to withdraw from the contract.
3. In the event of partial or complete loss of PIZZycle GmbH sources of supply due to force majeure as defined above, PIZZycle GmbH shall not be obliged to obtain supplies from other suppliers.
X. Transfer of risk in case of shipment
1. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer when the goods are handed over to the carrier.
2. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
XI. Retention of title
1. PIZZycle GmbH retains ownership of the delivered item until full payment of all claims arising from the purchase contract. This is also valid for all future deliveries.
2. PIZZycle GmbH is entitled to reclaim the purchased item if the Purchaser behaves contrary to the contract.
3. The Purchaser is obliged to handle the purchased goods with care as long as the ownership has not been transferred to him. 4.
4. As long as the ownership has not transferred to the Purchaser, the Purchaser has to inform PIZZycle GmbH immediately in writing if the delivered object is seized or exposed to other interventions of third parties.
5. If the third party is not able to reimburse PIZZycle GmbH for the judicial and extrajudicial costs of a lawsuit according to § 771 German Code of Civil Procedure (ZPO), the Buyer is liable for the loss incurred by PIZZycle GmbH.
6. The Purchaser is entitled to resell the reserved goods in normal course of business.
7. The Purchaser hereby assigns to PIZZycle GmbH the claims against the customer from the resale of the reserved goods, totalling the the amount stated on the final invoice agreed between the parties (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The Buyer remains authorized to collect the claim even after the assignment. The authority of PIZZycle GmbH to collect the claim itself remains unaffected. PIZZycle GmbH will not collect the claim as long as the Purchaser meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application on the opening of insolvency has been filed or there is no cessation of payments.
8. If the delivered item is inseparably mixed with other items not belonging to PIZZycle GmbH, PIZZycle GmbH acquires co-ownership of the new item in the ratio of the value of the delivered item to the other mixed items at the time of mixing.
9. If the mixing was done in such a way that the Purchasers's item is to be regarded as the main item, it is agreed that the Purchaser transfers co-ownership on a pro rata basis. The Purchaser retains the sole ownership or the co-ownership for PIZZycle GmbH.
10. PIZZycle GmbH undertakes to release the securities to which PIZZycle GmbH is entitled according to this paragraph at the request of the Purchaser and at the Purchaser's option to the extent that the realizable value of the securities exceeds the claims to be secured by more than 20% or their nominal amount by more than 50 %.
XII. Warranty and notice of defects and manufacturer recourse
1. The assertion of warranty rights by the Purchaser presupposes that he has duly fulfilled his obligations to examine the goods and to give notice of defects in accordance with § 377 HGB.
2. The goods delivered by PIZZycle GmbH are considered to be approved by the Purchaser with regard to obvious defects or other defects, which would have been recognizable by an immediate and careful examination, if PIZZycle GmbH does not receive a written (text form is sufficient) notice of defects within seven working days after delivery.
3. With regard to other defects, the delivery items are considered to be approved by the Purchaser if PIZZycle GmbH does not receive the notice of defect within seven working days after the time when the defect became apparent; if the defect was already apparent to the Purchaser at an earlier point in time during normal use, the earlier point in time is decisive for the beginning of the period for notice of defect. This shall also apply to agreed partial deliveries.
4. The notice of defect shall not entitle the Purchaser to withhold payments due or to refuse acceptance of further deliveries.
5. In the event of timely and justified notices of defects, the Purchaser's claims for defects shall initially be limited to the right of subsequent performance.
6. Within the scope of supplementary performance, PIZZycle GmbH shall be entitled to choose between new delivery and repair. The costs of the supplementary performance, in particular transport, travel, labor and material costs, are to be borne by PIZZycle GmbH in the case of a justified request for rectification of defects. Otherwise, PIZZycle GmbH can demand compensation from the Purchaser for the costs arising from the unjustified request of supplementary performance (in particular testing and transport costs), unless the lack of defectiveness was not recognizable by the Purchaser.
7. The right of PIZZycle GmbH to refuse the supplementary performance under the legal conditions remains unaffected.
8. Claims for defects do not persist in case of only insignificant deviation (such as color, degree of hardness, surface quality, etc.).
9. The warranty period shall not apply in the event of insignificant deviations (e.g. color, degree of hardness, surface quality, etc.) from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear, or in the event of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress or due to special external influences that are not assumed under the contract.
10. The warranty period shall be one year after delivery of the item, unless mandatory statutory provisions foresee a longer period.
11. If supplementary performance fails, the Purchaser may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
12. The Purchaser's right of recourse against PIZZycle GmbH exists only insofar as the Purchaser has not made any agreements with his customer exceeding the legally mandatory claims for defects (no recourse against contractors according to §§ 478 I, 479 BGB) in this case.
XIII. Further claims for damages
1. The assertion of further possible claims for damages by the Purchaser is limited to claims for damages from culpable injury to life, body, health or from the culpable violation of cardinal obligations (essential contractual obligations, necessary for the fulfillment of the contract and on whose compliance the customer regularly relies and may rely on) as well as the liability for other damages, which are based on an intentional or grossly negligent breach of duty by PIZZycle GmbH, its legal representatives or vicarious agents.
2. As far as PIZZycle GmbH is liable for damages under consideration of the above statements, this liability is limited to damages which PIZZycle GmbH foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or should have due diligently foreseen. Indirect and consequential damages, which are the consequence of defects of the delivery item, are furthermore only eligible for compensation insofar as such damages are typically to be expected when using the delivery item for its intended purpose.
3. The above mentioned exclusions and limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of PIZZycle GmbH. This applies if the claims are asserted directly against them.
4. The limitations of this section do not apply to the liability of PIZZycle GmbH for intentional conduct, for guaranteed characteristics, for injury to life, body or health or according to the Product Liability Act (ProdHaftG).
5. The provisions of the Product Liability Act shall remain unaffected.
XIV. Obligations under the Packaging Act
1. The final distributor according to Art. 15 I S. 1 Packaging Law (VerpackG) is required to take back the empty packaging free of charge at the place of the actual hand over in the sense of § 3 VI VerpackG (PIZZycle) at his own costs.
2. At the request of PIZZycle GmbH, empty packaging must be shipped to a PIZZycle GmbH facility. The costs for the shipment are to be borne by the final Distributor.
XV. Confidentiality and Data Protection
Unless otherwise expressly agreed in writing, the information submitted to us with regards to an order shall not be considered confidential, unless the confidentiality is obvious.
XVI. final provisions
1. Place of fulfilment for all obligations arising from this contract and exclusive place of jurisdiction for any disputes arising from the business relations between the parties governed by these Terms and Conditions is the place of business of PIZZycle GmbH, unless otherwise stated in the order confirmation. The locally and factually competent court is the municipal court Offenbach, respectively the district court Frankfurt am Main.
2. The contract between PIZZycle GmbH and the Purchasers shall be governed exclusively by German law, under exclusion of the UN Convention on Contracts for the International Sale of Goods.
3. Should any provision of these General Terms and Conditions be invalid, these General Terms and Conditions and the rest of the contract shall remain in force.
4. If the contract or these General Terms and Conditions contain regulatory gaps, these gaps shall be replaced by those legally effective provisions which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions if they had been aware of the regulatory gap.
Offenbach am Main, February 2022
PIZZycle GmbH | Von-Behringstraße 95 | 63075 Offenbach am Main, Germany HRB 54359 |
Municipal Court Offenbach am Main
Managing Directors: Marlene Bruch, Luise Hornbach and Filip Raketic