GENERAL TERMS AND CONDITIONS OF SALE OF BERLIN PACKAGING RIXIUS GmbH
- version February 2026 -
All our offers, quotations and sales agreements are subject to the General Terms and Conditions of Sale of Berlin Packaging Rixius GmbH (version 1 February 2026). These conditions include a choice for German law - excluding the applicability of the Vienna Sales Convention - and the court in Mannheim (Germany) as the competent court. By continuing with placing an order through our webshop, you agree with these terms and conditions.
PART 1 - GENERAL INFORMATION
1. DEFINITIONS
1.1 Berlin Packaging Rixius GmbH with registered office at Otto-Hahn-Str. 19, 68169 Mannheim, registered with the commercial register of the local court of Mannheim under HRB 754561 (“Berlin Packaging”) is a supplier of packaging goods.
1.2 Berlin Packaging supplies goods to contracting partners (“Customer”).
1.3 Berlin Packaging and the Customer hereinafter are referred to individually as a ‘party’ and together as the ‘parties’.
PART 2 – ALL AGREEMENTS
2. APPLICABILITY
2.1 These general terms and conditions of sale (“General Conditions”) apply exclusively to all offers made by Berlin Packaging and all agreements between Berlin Packaging and the Customer for the delivery of goods (“Agreement”) as per 1 February 2026.
2.2 The General Conditions shall apply to all future transactions and no additional reference to the General Conditions shall be required. The General Conditions shall also apply if Berlin Packaging does not expressly refer to them in subsequent Agreements, in particular, also if Berlin Packaging is aware of contradictory, deviating or supplement general terms and conditions of the Customer and nevertheless performs the contractual services without reservation.
2.3 The applicability of any other terms and conditions of the Customer is hereby expressly excluded, unless otherwise agreed in writing. Written form within the meaning of these General Conditions means written form in the sense of § 126 para. (1) and (2) German Civil Code (BGB).
2.4 Deviations from and/or supplements and/or contradictions to these General Conditions shall only bind Berlin Packaging insofar as these have expressly been agreed in writing. Save for such deviations and/or supplements and/or contradictions these General Conditions shall continue to be in full force and effect.
2.5 Any failure or delay by Berlin Packaging in exercising any right under these General Conditions or any Agreement, any single or partial exercise of any such right or any partial reaction or absence of reaction by Berlin Packaging in the event of a breach by the Customer of any of its obligations under these General Conditions or any Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of Berlin Packaging’s rights under these General Conditions or any Agreement, nor shall it preclude any further exercise of any such rights, unless expressly otherwise agreed in writing.
2.6 These General Conditions apply only to business people within the meaning of § 14 German Civil Code (BGB), legal persons under public law or special funds under public law.
3. OFFER AND ACCEPTANCE
3.1 All quotations and offers by Berlin Packaging shall be non-binding, unless they expressly state to be binding or contain a specific time limit for acceptance.
3.2 An order placed by the Customer shall not be deemed to have been accepted by Berlin Packaging until after Berlin Packaging has sent a written confirmation, or after Berlin Packaging has begun implementing the order.
3.3 The Customer shall be deemed to have agreed with an order confirmation of Berlin Packaging if it, within four (4) working days after the date of the order confirmation, has not protested against the content thereof in writing, or it has performed one or more activities in accordance with the order confirmation (whichever is earlier).
3.4The fact that Berlin Packaging supplies goods to the Customer on a regular basis and/or has previously supplied the Customer does not give the Customer any right to future deliveries by Berlin Packaging. Berlin Packaging is not required to provide any reason for refusing to supply the Customer in the future.
4. PRICES
4.1 The price stated in quotations, offers and invoices of Berlin Packaging shall consist of the purchase price of the goods, exclusive of transportation costs, VAT, duties, and other government-imposed levies.
4.2 The packaging expenses shall be excluded in the price referred to in Clause 4.1. Berlin Packaging shall not take back the packaging, except as otherwise agreed in the quote or offer.
4.3 The prices shall be based on cost factors, including but not limited to raw materials prices, salaries, social charges, transport costs, taxes, energy costs, etc., applicable at the time of the conclusion of the Agreement. If and to the extent (parts of) the goods are delivered four or more months after the conclusion of the Agreement or the delivery takes place within the framework of a continuing obligation (“Dauerschuldverhältnis”), and the Customer does not operate as an intermediate dealer (“Zwischenhändler”), the following rules apply: Should cost changes occur after the conclusion of the Agreement, in particular due to price increases by suppliers of Berlin Packaging or the introduction of new government-imposed levies such as taxes, fees or custom duties, and the overall costs for the goods in consideration of all cost factors increase by at least 5% as a result, Berlin Packaging is entitled to increase the price accordingly. Cost increases for which Berlin Packaging is responsible, however, shall not be taken into account. Similarly, if the overall costs fall by at least 5%, Berlin Packaging is obliged to pass on these price reductions to the Customer in a timely manner. At the request of the Customer, Berlin Packaging shall explain the cost factors and their influence on the price to a reasonable extent. Together with the notification of an intended price adjustment, Berlin Packaging shall also inform the Customer of the reason(s) for such adjustment. In case of a price increase of at least 5% of the overall costs, the Customer may terminate the Agreement without cause (“außerordentliche Kündigung”).
5. PAYMENT
5.1 Payment of the purchase price shall take place within 14 days after the invoice date.
5.2 Payment shall be made without any deduction, unless expressly otherwise agreed in writing. The Customer shall be entitled to offset against counterclaims of Berlin Packaging or to retain payments due to such claims only if the counterclaims are acknowledged, undisputed or assessed in a legally binding judgment or if the counterclaims are in a reciprocal relationship with a claim of Berlin Packaging within the meaning of § 320 BGB.
5.3 Provided that this is not disproportionate within the meaning of § 320 para. (2) BGB, Berlin Packaging reserves the right to demand advance payment or security for payment if, after conclusion of the Agreement, Berlin Packaging becomes aware of circumstances that are likely to significantly reduce the creditworthiness of the Customer (e.g. a significant default of payment of the Customer vis-à-vis Berlin Packaging or third parties) and to jeopardise the payment by the Customer of Berlin Packaging’s outstanding claims arising out of the Agreement, unless the Customer clearly refutes the existence of such circumstances.
5.4 Berlin Packaging may, insofar as it is held to perform an obligation under an Agreement, suspend the performance thereof until full payment of the amount that is due has been received, or, if and to the extent the Customer has not paid the amount that is due and after Berlin packaging has set a reasonable additional period of time for payment, withdraw from the Agreement by means of a written notification, this without prejudice to its right to claim damages.
5.5 If the amount due according to the invoice is not paid on time, the Customer shall be in default, without any demand or prior notice of default being required, and as of the due date shall owe Berlin Packaging a default interest in the amount of 9% above the respective base interest rate (§ 247 para. (1) BGB). It shall as then also be due an immediately due and payable agreed late-payment fine of 2% of the invoice amount. Proof of higher damages and statutory claims of Berlin Packaging (in particular reimbursement of additional expenses, reasonable compensation, cancellation) shall remain unaffected; however, the late-payment fine shall be offset against further monetary claims of Berlin Packaging. The Customer shall be entitled to prove that Berlin Packaging has incurred no damages at all or only significantly lower damages than the above late-payment fine.
5.6 All payments shall first be used for payment of fines, interests and costs, and subsequently each time for payment of the oldest outstanding invoice.
6. DELIVERY
6.1 Unless agreed otherwise between the parties in writing, deliveries shall be made FCA according to Incoterms® 2020 at the location stated in the order confirmation.
6.2 As from the moment of delivery to the Customer, a person designated by the Customer or the freight carrier (whichever is the earliest), the delivered goods shall be for the risk and account of the Customer, and if the delivery is not accepted, as from the moment that the delivery has been refused.
6.3 Delivery times shall always be estimates and shall not be of the essence. Any excess of the delivery time, provided within reasonable limits, shall not entitle the Customer to cancel any order(s) or to compensate costs or losses created by the excess.
6.4 The Customer shall provide its full collaboration to the delivery of the goods that are to be delivered by Berlin Packaging pursuant to the Agreement. The Customer shall be in default if it, after the first request of Berlin Packaging to that effect, fails to pick up the goods that are to be delivered or, if delivery at its address was agreed, if it refuses to accept delivery of the goods that are to be delivered.
6.5 If the Customer refuses delivery of the goods, Berlin Packaging shall be entitled to store the goods at the expense and the risk of the Customer.
6.6 Goods are delivered with cleanliness appropriate to the production process. Final cleaning and inspection before further use must be carried out by the Customer.
7. QUANTITY AND CAPACITY
7.1 Berlin Packaging has the right to deliver up to 15% more or less than the agreed quantity. The Customer shall accept the excess up to that maximum, or accept the shortage.
7.2 Berlin Packaging has the right to supply orders in parts, which may be invoiced separately, if this is reasonable and acceptable for the Customer (that is, in particular, the Customer can use the parts of the goods for the purpose defined in the Agreement), delivery of the remaining goods is ensured, and the partial delivery does not result in any significant additional work or costs for the Customer. 8. PERFORMANCE In the event that, after conclusion of the Agreement,
a. the Customer's enterprise is sold or discontinued; or
b. circumstances arise that are likely to significantly reduce the creditworthiness of the Customer (e.g. an attachment is levied on a significant part of the Customer's operating assets) and to jeopardise the payment by the Customer of Berlin Packaging’s outstanding claims arising out of the Agreement, Berlin Packaging may suspend the performance of the Agreement or terminate the Agreement in full or in part by written notice with immediate effect and, save for its liability as per Clause 13, without Berlin Packaging being liable for payment of any compensation.
9. RETURN SHIPMENTS
9.1 The shipments that have been ordered by the Customer but of which delivery has not been accepted or that have been returned shall be charged to the Customer. All damage arising for Berlin Packaging from the non-acceptance or the return shipments shall be paid by the Customer, unless the Customer demonstrates that the delivered goods are not in accordance with the Agreement.
9.2 Berlin Packaging shall without its prior written permission not be held to accept goods that have been returned to Berlin Packaging by the Customer, except as otherwise agreed in the order confirmation. The acceptance of the goods returned by the Customer shall not imply an acceptance by Berlin Packaging of the reason of the return.
10. COMPLAINTS
10.1 The Customer is obliged to inspect the quantity and quality of the delivered goods immediately after they have been delivered. Any visible defects relating to the quality or quantity have to be notified in writing immediately (not later than within two (2) working days) after delivery, specifying the nature and scope of the complaint. If a defect was not apparent on inspection and becomes apparent only later, the Customer shall submit its complaints to Berlin Packaging in writing immediately after the discovery is made.
10.2 After expiry of the periods stated in Clause 10.1, the goods shall be considered to have been delivered according to the agreed on quantity and the agreed on specifications and/or (legally) required quality. Any complaints that are submitted after the stated periods or not in writing shall not be handled.
10.3 If defects are detected during use (e.g., during filling), use or filling must be stopped immediately. The Customer must notify Berlin Packaging immediately.
10.4 The Customer is required upon first request of Berlin Packaging to return a sample of the allegedly defective items in order to conduct an investigation into the root cause of the complaint.
10.5 The terms of payment shall not be suspended by submitting a complaint.
10.6 If and to the extent Berlin Packaging considers the Customer's complaint to be justified, it will, at its option, repair or replace the delivered goods. If such alternative performance has failed or if an additional period for performance set by the Customer has expired without success or is dispensable according to the statutory provisions, the Customer is entitled to reduce the purchase price accordingly or to withdraw from the Agreement.
11. RETENTION OF TITLE
11.1 Berlin Packaging reserves the ownership of the goods delivered by it until the time of full and final payment by the Customer for those goods. The retention of title (“Eigentumsvorbehalt”) extends to any current claims of Berlin Packaging against the Customer arising out of the contractual relationship between the parties, including claims relating to compensation and fines.
11.2 The Customer has the obligation to label the goods delivered by Berlin Packaging as such to be able to identify which goods belong to Berlin Packaging and to treat goods that have been supplied subject to retention of title with care until ownership has been transferred to the Customer.
11.3 The Customer shall insure the goods at its own expense for the duration of the retention of title against damage by fire, explosion, water, theft and destruction. The Customer hereby assigns its claims under the insurance contracts to Berlin Packaging, and Berlin Packaging accepts this assignment. The Customer is obliged to prove the existence of the insurance cover upon request of Berlin Packaging.
11.4 As long as goods have not been paid in full, Berlin Packaging shall irrevocably continue to have the right and shall irrevocably continue to be authorised to take back a corresponding number of goods delivered by it that are still present at the Customer, without interference of the courts, irrespective of its further actions towards the Customer. The Customer is obliged to grant Berlin Packaging access to the area(s) in which these goods are located or to enable Berlin Packaging to take possession of them in any other appropriate manner.
11.5 The Customer is obliged to immediately report situations in which any third parties enforce rights, including seizures, in relation to goods delivered by Berlin Packaging that are still delivered under retention of title.
11.6 As long as Berlin Packaging has any outstanding claim on the Customer on any account whatsoever, the Customer may not dispose of, deliver or pledge the goods delivered by it or perform legal acts with regard to these goods, except within the framework of its regular corporate activities, until after Berlin Packaging has granted its prior written approval to do so as well as to the conditions subject to which all this takes place.
11.7 To secure the fulfilment of all current and future claims of Berlin Packaging against the Customer arising out of their contractual relationship, the Customer hereby assigns to Berlin Packaging all claims – including future and conditional claims – that the Customer acquires against its customers upon the resale of goods delivered by Berlin Packaging under retention of title in the amount of the delivered goods. Berlin Packaging accepts this assignment.
11.8 As long as and as far as the Customer meets its payment obligations vis-à-vis Berlin Packaging, it shall be authorized to collect the claims against its customers assigned to Berlin Packaging within the scope of proper business management; this authorization is revocable at any time.
11.9 At the request of Berlin Packaging, the Customer shall provide evidence of the individual claims assigned to Berlin Packaging and/or inform its debtors of the assignment together with a request to pay Berlin Packaging up to the amount of Berlin Packaging's claims against the Customer. Berlin Packaging shall also be entitled to inform the Customer's debtors of the assignment itself at any time and to collect the claims. However, Berlin Packaging shall not make use of these powers as long as the Customer meets its payment obligations properly and without default, an application for the opening of insolvency proceedings against the Customer has not been filed and the Customer does not suspend its payments. Yet, if one or more of these cases occur, Berlin Packaging may demand that the Customer informs Berlin Packaging of the assigned claims and their debtors, provides all information necessary for the collection of the claims and hands over the respective documents.
11.10 If the realisable value of the securities granted to Berlin Packaging exceeds the claims to be secured by more than 10%, Berlin Packaging shall release securities in excess of these 10% at the Customer’s request.
12. WARRANTY
12.1 Unless otherwise agreed in writing, Berlin Packaging does not make any warranties in relation to goods delivered to the Customer other than that the goods delivered meet the agreed specifications as long as the goods are used under normal and expected circumstances and in accordance with Berlin Packaging’s instructions. Berlin expressly excludes all other warranties, including warranties of merchantability and fitness for a particular purpose.
12.2 Claims of the Customer for damages or reimbursement of futile expenses based on the fault of Berlin Packaging shall only exist in accordance with Clause 13 and are otherwise excluded.
12.3 Samples are provided to the Customer as an example of the good that can be delivered. The Customer is not entitled to claim any rights in relation to the characteristics, looks, properties and use of the good based on the samples provided.
12.4 The Customer is responsible for testing the compatibility of the packaging delivered by Berlin Packaging and the product of the Customer used in Combination with this packaging. Subject to Clause 13, Berlin Packaging excludes any and all liability for damages resulting from non-compatibility of the packaging with the Customer’s or any third party product.
13. LIABILITY
13.1 Nothing in these General Conditions shall limit or exclude Berlin Packaging's liability in the following instances:
a. Damages from injury to life, limb or health due to the negligent breach of duty by Berlin Packaging or one or more of its vicarious agents (“Erfüllungsgehilfen”);
b. Damages arising from an intentional or grossly negligent breach of duty by Berlin Packaging or one or more of its vicarious agents;
c. Negligent breach of such an obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the Customer may usually rely (material contractual obligation), by Berlin Packaging or one or more of its vicarious agents; however, if Berlin Packaging or one or more of its vicarious agents breach a material contractual obligation, without acting intentional or grossly negligent, Berlin Packaging’s liability is limited to the foreseeable, typically occurring damages;
d. Berlin Packaging has assumed a guarantee; and
e. Mandatory liability of Berlin Packaging due to legislation such as the German Product Liability Act (“Produkthaftungsgesetz”)
13.2 Subject to Clause 13.1:
a. Any liability of Berlin Packaging shall be limited to the amount (excluding VAT) charged by Berlin Packaging to the Customer for the supply of the relevant goods that caused the damage or loss, subject to a maximum of EUR 25,000 (twenty-five thousand euros) per event or series of related events; and
b. Berlin Packaging shall under no circumstances whatsoever be liable to the Customer for loss of profit, claims by third parties or other indirect or consequential damages.
c. Berlin Packaging shall not be liable for any damages as a result of Customer’s use of the goods contrary to their labelling or intended use.
13.3 Customer shall without delay take all necessary efforts to limit any damages and its effects to a minimum.
13.4 The exclusions and limitations of liability in this Clause 13 also apply in favour of Berlin Packaging’s affiliates, subsidiaries, agents, legal representatives, employees, subcontractors and any persons or entities mandated by Berlin Packaging to fulfil its obligations.
13.5 The exclusions and limitations in this Clause 13 apply to any contractual and non-contractual liability of Berlin Packaging and will survive termination of the Agreement.
14. INDEMNITY
Without prejudice to the provisions set forth in Clause 13 and provided that the Customer has acted negligently, the Customer shall indemnify and hold harmless Berlin Packaging against any and all claims of third parties and consequential damages resulting from the delivery of goods by the Customer to third parties, including goods that have been delivered by Berlin Packaging to the Customer.
15. LOSS OF RIGHTS
15.1 The provisions in this Clause 15 are without prejudice to the provisions set forth in Clause 13.
15.2 Claims of the Customer due to defective goods delivered by Berlin Packaging shall be time-barred within one year of the commencement of the statutory limitation period, unless otherwise provided in this Clause 15.
15.3 If the Customer or another customer in the supply chain has fulfilled claims of its buyer due to defects in newly manufactured goods delivered by Berlin Packaging and if the last transaction in the supply chain is a purchase of goods by a consumer, the limitation period for claims of the Customer against Berlin Packaging under §§ 437, 445a para. (1) BGB shall become time-barred at the earliest two months after the time at which the Customer or another customer in the supply chain has fulfilled the consumer’s claims, unless the Customer could have successfully invoked the defence of the statute of limitations against its contractual partner. The limitation period for the Customer’s claims due to defective goods delivered by Berlin Packaging shall in any case apply as far as the claims of the Customer’s contractual partner against the Customer due to defective goods delivered by Berlin Packaging to the Customer are time-barred.
16. FORCE MAJEURE If a party is temporarily prevented from performing its obligations due to an event of force majeure (e.g. labour disputes, operational disruptions due to fire, flooding or comparable external circumstances, acts of war or terrorist attacks, natural disasters, diseases, epidemics, pandemics, official measures and other unforeseeable, extraordinary events for which the respective party is not responsible), the mutual performance obligations shall be suspended for this period and neither party shall be held in default. If performance by one or both of the parties is delayed for more than four months as a result, both Berlin Packaging as well as the Customer shall be entitled to rescind or terminate the respective Agreement. The affected party shall notify the other party without undue delay if and when circumstances occur that could give rise to an event of force majeure under sentence 1. Statutory rights of rescission as well as any claims arising out of section 645 BGB shall remain unaffected.
17. CONFIDENTIALITY
17.1 Neither party may disclose the existence of an Agreement or any non-public information it receives from the other party (collectively, 'Confidential Information”) to any third party, nor use the Confidential Information for any purpose other than performance of any Agreement, without the prior consent of the other party. Notwithstanding the foregoing, Confidential Information may be disclosed if the receiving party becomes legally compelled to do so, provided that before disclosure the receiving party must notify the disclosing party and cooperate at the expense of the disclosing party to contest, limit or protect such required disclosure.
17.2 If either party breaches the obligation stated in Clause 17.1, the other party shall forfeit an immediately due and payable fine amounting to EUR 50.000,-, exclusive of VAT.
18. PROPERTY RIGHTS
18.1 The Customer warrants that any orders placed with Berlin Packaging do not infringe copyrights, model or drawing rights or any other intellectual or industrial property rights of third parties. The Customer shall indemnify Berlin Packaging against any and all claims of third parties for infringements of intellectual or industrial property rights in connection with the order placed by the Customer.
18.2 Unless expressly agreed otherwise in writing, Berlin Packaging shall at all times be the exclusive owner of any intellectual or industrial property rights that may arise in respect of the works created by Berlin Packaging in the performance of the Agreement, including but not limited to design drawings, models, artwork, inventions, computer software, databases and photographic recordings. Insofar as necessary, the Customer shall use its best efforts to cooperate to transfer any of these rights to Berlin Packaging or any third party designated by Berlin Packaging.
19. GOVERNING LAW AND COMPETENT COURT
19.1 All offers and Agreements shall be governed by the laws of Germany with the exclusion of the German conflict of laws rules and the Vienna Sales Convention.
19.2 For all disputes that arise from or in the context of any Agreement, in which these General Conditions are included, the District of the Mannheim Regional Court (“Landgericht Mannheim“) shall be the exclusive place of jurisdiction. However, Berlin Packaging reserves the right to assert its claims at any other permissible place of jurisdiction. Controlling statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.
PART 3 – ONLINE SALES
20. DEVIATIONS FOR ORDERS THROUGH THE WEBSHOP
20.1 This clause 20 applies exclusively to orders processed via the Berlin Packaging webshop www.rixius.com (“Online Sales”).
20.2 All prices and availability of the goods stated on the webshop are subject to change at any time without prior notice. Berlin Packaging provides no guarantee to the prices or availability for any of the goods. In the event of a price or availability discrepancy is identified after the order confirmation is sent, Berlin Packaging reserves the right to cancel the order or offer an alternative solution subject to mutual agreement.
20.3 By clicking the “Order with obligation to pay” button, the buyer submits a binding purchase offer under §145 BGB.
20.4 Upon receipt of the purchase offer, the Customer receives an automatically generated e-mail confirming receipt of the order (confirmation of receipt). This confirmation does not yet constitute acceptance of the purchase offer. A purchase contract is not concluded by the confirmation of receipt. An order placed by the Customer shall not be deemed to have been accepted by Berlin Packaging until after Berlin Packaging has sent an order confirmation or the goods are shipped to Customer.
20.5 The price stated on the webshop shall consist of the purchase price of the goods based on the Ex Works Incoterm 2020®, exclusive of VAT and transportation costs, duties, and other government levies
20.6 Payment of the purchase price is to be completed through prepayment, via PayPal, creditcard or invoice. For prepayment, Berlin Packaging will provide their bank details in the order confirmation. The invoice amount must be transferred to the indicated account within 10 days of receiving the confirmation. First-time orders are processed via PayPal or prepayment. Payment by invoice is only possible after Berlin Packaging obtains a positive credit rating. Invoices must be paid within 14 days. Invoices are sent electronically via email.
20.7 The payment terms as stated on the webshop and in these General Conditions will prevail over any other payment terms agreed between Customer and Berlin Packaging in other business relations.
20.8 Deliveries shall be made EXW according to Incoterms® 2020 at the location stated in the order confirmation.
20.9 The following clauses of these General Conditions do not apply to Online Sales: 3; 4.1; 4.3; 5.1; 6.1; 7; 17; 18.