General Terms and Conditions for Sales Packaging
§ 1 Scope of application
These General Terms and Conditions (hereinafter referred to as "GTC") apply to all business relationships, contracts and pre-contractual legal relationships between Reclay Systems GmbH, Austraße 34, 35745 Herborn, Germany, and the customer that are established via the "activate - by Reclay" web portal at activate.reclay.de (hereinafter referred to as "web portal"). The customer is a producer and/or distributor of packaging subject to system participation within the meaning of Section 3 (8) of the Act on the Placing on the Market, Return and High-Value Recovery of Packaging of 5 July 2017 (Packaging Act - VerpackG), as amended.
These GTC apply exclusively to merchants and entrepreneurs. They do not apply to consumers. These GTC apply to packaging subject to system participation within the meaning of Section 3 (8) VerpackG that is placed on the market in the Federal Republic of Germany.
The version of the GTC valid at the time of submission of the offer by the customer is authoritative. The GTC can be accessed and saved on the website activate.reclay.de. Reclay Systems GmbH reserves the right to amend the GTC at any time.
Unless otherwise agreed in writing, these GTC shall apply exclusively; any provisions of the customer that conflict with or deviate from these GTC shall not be recognised.
§ 2 Conclusion of the contract and storage of the contract text
The customer submits a binding offer for the purchase of a specific service in accordance with the provisions of these GTC ("order") at activate.reclay.de by correctly entering the information provided there, confirming it and finally approving the data entered by clicking on the button provided for this purpose. The offer is bindingly submitted at the time of the complete release of the entered offer data by the customer. Reclay Systems GmbH accepts the offer by displaying the order confirmation via the web portal. The contractual text of the customer's order is saved by Reclay Systems GmbH. The customer can print this out before sending the order to Reclay Systems GmbH by clicking on "Print" in the last step of the order
Reclay Systems GmbH is in any case free to decide whether to accept an offer from the customer.
§ 3 Scope of services
After order confirmation, Reclay Systems GmbH shall exclusively provide the following services and ensure that the following obligations are fulfilled for the packaging subject to system participation listed in the customer's order in accordance with § 2 GTC:
- Participation of packaging volumes in the Reclay Systems GmbH system to the legally required extent and the
- Transmission of a quantity certificate. The quantity certificate shows the quantities involved for the customer with the dual system, broken down by material fraction, and is sent to the customer within one (1) calendar day after payment has been made, and the
- Transmission of an annual confirmation. The annual confirmation shows the quantities involved in the Reclay Systems GmbH system for the customer within a calendar year, broken down by material fraction, and is sent to the customer within the first quarter of the following year.
§ 4 Obligation to report independently
The notification is broken down by material type and mass, stating the registration number in accordance with Section 9 (3) of the German Packaging Act (VerpackG).
§ 5 Placing sales packaging on the market after participation in at least one dual system of Reclay Systems GmbH
The customer confirms that he will only place his packaging subject to system participation on the market after he has previously participated in the dual system of Reclay Systems GmbH, cf. also Section 7 (1) VerpackG.
§ 6 Declaration of completeness
If the quantity thresholds within the meaning of Section 11 (4) VerpackG (80,000 kg glass, 50,000 kg paper/cardboard/cardboard packaging or 30,000 kg lightweight packaging) are exceeded, producers and/or distributors within the meaning of the Verpackungsgesetz are obliged to submit a declaration of completeness. Services for the declaration of completeness are not part of the "activate - by Reclay" offer.
§ 7 Prices
All prices are net prices plus statutory VAT.
§ 8 Payment & Invoicing
Payment shall be made exclusively in advance at the time the contract is concluded in accordance with the payment procedure specified via the web portal. Reclay Systems GmbH shall subsequently send the customer an invoice for the services rendered by email. A paper-based delivery is waived.
§ 9 Chargeback/Cancellation
If the debit by the contractor fails, the contractor shall withdraw from the contract. The customer's order will not be processed any further.
Subsequent adjustments or corrections to the quantity reports or orders cannot be made.
If the contract is cancelled, the packaging obligations are not fulfilled by the contractor.
§ 10 Cancellation of the obligation to perform
In the event that Reclay Systems GmbH is unable to provide an ordered service after conclusion of the contract or is unable to provide it on time, Reclay Systems GmbH shall be entitled to withdraw from the contract. Reclay Systems GmbH shall inform the customer of this immediately and reimburse any payments made in return.
§ 11 Protected customer area
Reclay Systems GmbH provides its customers with an individual, protected customer area for a simplified exchange of information and data in the context of order processing. The operator of the protected customer area is Reclay Systems GmbH.
Authorisation, purpose and scope of use:
- The use of the protected customer area of Reclay Systems GmbH within the framework of "activate - by Reclay" by the respective customer requires the prior registration of the customer on the portal.
- The purpose and scope are limited in particular to downloading, archiving and managing invoices and quantity confirmations in PDF format as well as storing customer data and updating it at any time by the customer.
Registration, security and availability:
- When registering on the web portal, the customer automatically sets up a customer account that gives him access to the protected area.
- When setting up the customer account, the customer is asked to provide a user name and password, which can be changed at any time. The password must fulfil certain minimum security requirements. The password is stored in hashed form.
Reclay Systems GmbH draws the customer's attention to the fact that the security of the data managed by the customer in the protected area can only be guaranteed if the customer keeps his access data (user name and password) confidential and protected against access by unauthorised third parties.
Technical safety:
- Access to the protected customer area of "activate - by Reclay" is encrypted using the SSL process and therefore complies with current security standards. Data transmissions are therefore exclusively encrypted.
- Reclay Systems GmbH has the right to adjust these security standards at any time.
- Any faults will be rectified by Reclay Systems GmbH as quickly as possible.
Reclay Systems GmbH will deactivate the customer's account if the customer notifies Reclay Systems GmbH of this request by e-mail, stating his or her details.
§ 12 Liability
Reclay Systems GmbH shall be liable without limitation in the event of wilful or grossly negligent causation of damage by Reclay Systems GmbH, its legal representatives or vicarious agents.
Reclay Systems GmbH shall only be liable for slight negligence if a material contractual obligation is breached. Material contractual obligations are those whose breach jeopardises the purpose of the contract because the registered customer is thereby deprived of or restricted in rights which Reclay Systems GmbH is obliged to grant him in accordance with the content and purpose of the contract. Liability for the breach of a material contractual obligation shall be limited to the amount of damage foreseeable at the time of conclusion of the contract.
Claims based on a guarantee, injury to life, limb or health and under the Product Liability Act and other mandatory liability provisions shall remain unaffected.
Reclay Systems GmbH shall not be liable for damages resulting from incorrect, delayed or non-existent cooperation and, in particular, information provided by the customer or unauthorised use of the web portal by third parties.
§ 14 Confidentiality
The parties are obliged to maintain confidentiality and to disclose the information, data and documents disclosed to them both before and after termination of this contract to third parties only to the extent that this is necessary for (i) the execution of this order, (ii) the conclusion of an insurance policy, (iii) the assertion of claims arising from this order or (iv) for legal reasons. Companies affiliated with the contracting parties in accordance with § 15 et seq. AktG (German Stock Corporation Act) are not third parties within the meaning of this contract.
§ 15 Final provisions
These GTC are subject to the law of the Federal Republic of Germany. The contract language is German.
The registered customer may only assign rights and obligations arising from these GTC with the prior consent of Reclay Systems GmbH.
The exclusive place of jurisdiction for disputes arising from these GTC is Cologne.
Amendments or additions to these GTC must be made in writing to be effective. This also applies to the amendment or cancellation of this written form clause.
Should a provision of these GTC or a provision subsequently incorporated into them be or become invalid in whole or in part, or should a loophole become apparent, this shall not affect the validity of the remaining provisions. It is the express intention of the parties to maintain the validity of the remaining provisions under all circumstances and thus to waive § 139 BGB in its entirety. In place of the invalid provision or to fill the gap, the valid and enforceable provision that comes closest in legal and economic terms to what the parties intended or would have intended according to the meaning and purpose of these GTC shall be deemed to have been agreed with retroactive effect.
In the event of deviations in translations of this contract, the German-language version shall prevail. The same applies to the interpretation of this contract.
Should resolutions or guidelines of the Federal/State Working Group on Waste (LAGA), the Central Agency Packaging Register and changes to the statutory or sub-statutory provisions make it necessary to amend certain contractual modalities, the parties shall adapt the corresponding clauses to the requirements in this respect. This shall not affect the validity of the remaining provisions.
