Terms and Conditions

1. Scope

MetPro Verpackungs-Service GmbH, hereinafter referred to as METPRO, is a service provider in the field of environmentally friendly product packaging for industrial packaging and automated packaging systems.

The following Terms and Conditions apply to all contracts concluded between METPRO and the customer regarding the delivery of goods, the production of works, and the provision of services. METPRO’s products and services are generally offered to and sold to commercial entities. These terms and conditions apply for the entire duration of the business relationship, even if they are not expressly agreed upon again. The following terms and conditions shall be deemed accepted no later than upon receipt of the service or goods. Any deviating terms and conditions of the customer that METPRO does not acknowledge in writing are not binding on METPRO, even if METPRO does not expressly object to them.

2. Offer and Conclusion of Contract

2.1. Offers made by METPRO are subject to change and non-binding, unless METPRO has expressly designated them as binding in writing.

2.2. Declarations of acceptance and all orders require a written order confirmation from METPRO to be legally effective. The contract is not concluded until METPRO issues a written order confirmation in accordance with its content or until delivery or performance takes place. METPRO is entitled to engage third parties to fulfill the contract. Notwithstanding the foregoing, for orders of merchandise, acceptance of the order is deemed to occur upon the customer’s call-off of the goods and payment of the invoice.

2.3. All agreements made between METPRO and the customer in connection with sales, work, or service contracts are set forth in writing in the sales, work, or service contract, these Terms and Conditions, and the seller’s order confirmation.

2.4. Unless METPRO employees are granted the corresponding power of representation by law, they are not authorized to enter into oral side agreements or to make oral representations. Such agreements require confirmation in writing to be effective.

2.5. a) With regard to deviations in dimensions or weight, unless specific tolerances have been agreed upon in individual cases, the “Provisions of the GKV Testing and Evaluation Clauses for Polyethylene Films and Products Made Therefrom” of the Packaging and Packaging Films Association within the GKV, in their currently valid version, filed with the Federal Institute for Materials Research and Testing in Berlin, shall apply.

b) Samples provided by METPRO are intended as examples of a product’s quality, material, and properties. The final products may differ slightly from these samples. Information provided by METPRO regarding the dimensions, properties, and intended use of the products is non-binding—unless it has become a written part of the contract—and does not constitute a warranty of specific characteristics. §9.5 applies.

c) Subject to specific instructions from the Client, production shall be carried out using materials customary in the industry and in accordance with standard and well-known manufacturing processes. For all plastic products, we reserve the right to variations in quality that are in line with the state of the art and customary in the trade.

d) If the Client wishes to ensure compliance with specific requirements, such as food contact suitability, the Client must expressly indicate this in writing. If this requirement is not confirmed in writing by METPRO, the client may not assert any claims for defects in this regard.

e) Recycled raw materials or biodegradable films may, by their very nature, exhibit variations in texture, color, purity, odor, and physical properties from batch to batch. Such deviations do not entitle the client to file a claim for defects.

f) METPRO reserves the right, in accordance with industry practice, to make over- or under-deliveries within a range of 10% and 15% for materials that are not part of the standard product range. The client will be invoiced for the actual delivery quantity. A subsequent delivery to make up for the quantity difference in the event of an under-delivery may only be requested if economically reasonable; the same applies to the return of the quantity difference in the event of an over-delivery.

3. Copyright, Right to Make Changes

3.1. Specifications, weights, illustrations, drawings, samples, models, data, and other documents included in METPRO’s non-binding offers remain the property of METPRO and are only approximate; they do not constitute warranted characteristics unless METPRO has expressly designated them as binding. METPRO reserves the right to make design and form changes to the subject matter of the contract during the delivery period, provided that such changes do not result in any unreasonable alterations to the subject matter of the contract or its appearance for the customer. All specifications regarding quantity, dimensions, color, and weight are subject to standard commercial tolerances.

3.2. METPRO reserves ownership rights and copyrights to illustrations, drawings, calculations, samples, models, data, and other documents. Without written permission, these may neither be reproduced nor made available to third parties.

3.3. METPRO is entitled to make changes and improvements to products and services; however, this does not constitute an obligation to make such changes.

4. Terms of Payment

4.1. METPRO charges the prices agreed upon at the time the contract is concluded, which are based on the cost factors valid at that time. If, between the conclusion of the contract and the agreed delivery date, these cost factors—in particular materials, wages, energy, and freight—increase by 5% from the time the offer was made to the time of delivery, METPRO is entitled to implement a corresponding price increase; the same applies to cost reductions. Changes in duties, customs duties, and taxes will be passed on to or reduced for the purchaser directly and without limitation.

4.2. If the agreed-upon delivery or production period exceeds four months from the date the contract is concluded, or if delivery or production is delayed by more than four months from the date the contract is concluded for reasons for which the purchaser is solely responsible or which fall solely within the purchaser’s sphere of risk, METPRO is entitled to charge the price in effect on the date of delivery or production. If the price increase exceeds 5% of the specified purchase price or labor cost, the customer is entitled to withdraw from the contract. This right of withdrawal lapses if the customer does not exercise it within a period of two weeks, beginning on the date of notification of the new price.

4.3. Orders for which fixed prices have not been expressly agreed upon shall be invoiced at the list prices (daily price) in effect on the date of delivery, plus packaging and shipping costs—including, in particular, transport insurance, customs duties, and value-added tax at the applicable statutory rate.

4.4. Unless otherwise agreed in writing with the customer, the remuneration, purchase price, or contract price (without any deductions) is due for payment immediately upon receipt of the invoice by the customer.

4.5. The customer shall be in default even without a reminder from METPRO if the customer fails to pay the purchase price within 30 days of the due date and receipt of the invoice or an equivalent payment statement. If the customer defaults on a payment, METPRO shall be entitled to charge interest at a rate of 9 percentage points above the base rate from the relevant date. METPRO reserves the right to prove that it has suffered greater damages.

4.6. The customer is entitled to set off claims—even if complaints regarding defects or counterclaims are asserted—only if the counterclaims have been legally established, acknowledged by METPRO, or are undisputed. The customer is authorized to exercise a right of retention only if his counterclaim is based on the same purchase, work, or service contract.

5. Default on Payment, Deterioration of Financial Position, Deferral

5.1. If the client defaults on a payment or if METPRO receives unsatisfactory information regarding the client’s solvency or financial position, METPRO may suspend work on ongoing orders until full advance payment or an appropriate security deposit has been provided. If this advance payment or security is not provided within a reasonable period, METPRO is entitled to terminate the contract and to invoice the client for the costs incurred to date, including lost profits.

5.2. If partial payment has been agreed upon, the entire remaining amount becomes due for immediate payment as soon as the client is in default, in whole or in part, on two installments.

6. Delivery and Performance Time

6.1. Delivery dates, production dates, or deadlines that have not been expressly agreed upon as binding are provided solely for informational purposes. Subsequent requests by the Client for changes or additions shall extend the delivery time accordingly.

6.2. If METPRO, through its own fault, is unable to meet an expressly agreed deadline or falls into default for other reasons, the customer must grant METPRO a reasonable grace period—beginning on the date of receipt of the written notice of default by METPRO or, in the case of a deadline determined by the calendar, from that date. Upon the fruitless expiration of this grace period, the customer is entitled to rescind the contract.

6.3. METPRO shall be liable in accordance with statutory provisions, subject to the following limitations, if the contract is a fixed-date transaction or if the customer is entitled, as a result of a delay in delivery for which METPRO is responsible, to invoke the cessation of its interest in the performance of the contract.

6.4. METPRO shall be liable to the purchaser for a delay in delivery in accordance with statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of duty for which METPRO is responsible. METPRO shall be held liable for any fault on the part of its representatives or vicarious agents. If the delay in delivery is not due to an intentional or grossly negligent breach of contract for which METPRO is responsible, METPRO’s liability is limited to the foreseeable, typically occurring damage. The customer must limit the damage to the extent that this is reasonable for the customer.

6.5. If the delay in delivery or production for which METPRO is responsible is due to a culpable breach of a material contractual obligation, METPRO shall be liable in accordance with statutory provisions, provided that its liability is limited to foreseeable, typically occurring damages.

6.6. The purchaser’s other statutory claims and rights arising from a delay in delivery or production by METPRO remain unaffected.

6.7. METPRO is entitled to make partial deliveries and provide partial services at any time, provided this is reasonable for the purchaser.

7. Transfer of Risk – Shipping/Packaging

7.1. Loading and shipping are generally carried out in accordance with FCA Incoterms. METPRO will endeavor to take the customer’s preferences and interests into account regarding the mode and route of shipment; any additional costs resulting therefrom—even in the case of agreed carriage-paid delivery—shall be borne by the customer. The terms of transport, as confirmed by METPRO in accordance with or based on Incoterms.

7.2. If shipment or production is delayed at the request of or due to the fault of the purchaser, METPRO shall store the goods at the purchaser’s expense and risk. In this case, notification that the goods are ready for shipment shall be deemed equivalent to shipment.

8. Claims for Defects

METPRO provides a warranty for material defects and defects of title in the delivery—to the exclusion of further claims and subject to the provisions in Section 9 of these Terms and Conditions—as follows:

Material Defects:

8.1. All parts that prove to be defective as a result of circumstances occurring prior to the transfer of risk shall be repaired or replaced free of charge at METPRO’s discretion. METPRO must be notified in writing of such defects without delay. Replaced parts become the property of METPRO.

8.2. To enable METPRO to carry out any repairs or replacement deliveries it deems necessary, the Client must, after consulting with METPRO, grant METPRO the necessary time and opportunity to do so; otherwise, METPRO is released from liability. Only in urgent cases where operational safety is at risk or to prevent disproportionately large damage (“imminent danger”—in which case METPRO must be notified immediately), does the Client have the right to remedy the defect itself or have it remedied by a third party, or to demand reimbursement from METPRO for the necessary expenses.

8.3. Of the costs incurred as a result of the repair or replacement delivery, METPRO shall bear—provided the complaint proves to be justified—the costs of the replacement part, including shipping. METPRO shall also bear the costs of removal and installation, as well as the costs of any necessary time spent by the required technicians and assistants, including travel expenses, provided that this does not impose a disproportionate burden on METPRO.

8.4. The Client has the right to rescind the contract within the scope of statutory provisions if METPRO—taking into account the statutory exceptions—allows a reasonable deadline set by the Client for rectification or replacement due to a material defect to elapse without result. If the defect is only minor, the Client is entitled only to a reduction in the contract price. The right to a reduction in the contract price is excluded in all other cases. Further claims are governed by Section 9 of these Terms and Conditions.

8.5. Any warranty by METPRO is excluded in the following cases: damage to the delivered item caused by unsuitable or improper use; faulty installation or commissioning by the Client or third parties; natural wear and tear; faulty or negligent handling by the Client; improper maintenance; use of unsuitable operating materials or materials not disclosed to METPRO by the Client prior to delivery.

8.6. Should the Client or a third party engaged by the Client perform improper repairs, METPRO shall not be liable for any resulting consequences. The same applies to any modifications to the delivered item that the Client may have made without METPRO’s prior written consent.

Legal Defects:

8.7. If the use of the delivered item results in an infringement of industrial property rights or copyrights within Germany, METPRO shall, at the Client’s expense, generally secure the right for the Client to continue using the item or modify the delivered item in a manner reasonable for the Client such that the infringement no longer exists. If this is not possible under economically reasonable terms or within a reasonable period of time, the Client is entitled to rescind the contract. Under the aforementioned conditions, METPRO is also entitled to rescind the contract.

Furthermore, METPRO shall indemnify the Client against any undisputed or legally enforceable claims by the relevant intellectual property rights holders.

8.8. The obligations set forth in Section 9 of these Terms and Conditions are exhaustive in the event of an infringement of intellectual property rights or copyrights, subject to the provisions of Section 9.2.

The obligations set forth in Section 8.7 of these Terms and Conditions shall apply only if

• the Client has promptly notified METPRO of the alleged infringement of intellectual property or copyrights; and
• the Client provides METPRO with reasonable assistance in defending against the asserted claims or in implementing the modification measures; and METPRO reserves the right to take all defensive measures, including out-of-court settlements; and
• the legal defect is not attributable to an instruction from the Customer; and
• the infringement was not caused by the Customer’s unauthorized modification of the delivered item or its use in a manner not in accordance with the contract.

9. Liability

9.1. If the delivered item cannot be used by the Client in accordance with the contract due to METPRO’s fault—resulting from the failure to implement or the incorrect implementation of suggestions and advice provided before or after the conclusion of the contract, or from the breach of other ancillary contractual obligations (in particular, instructions for the operation and maintenance of the item)— the provisions of Sections 8 and 9.2 of these Terms and Conditions shall apply accordingly, to the exclusion of any further claims by the Customer.

9.2. For damages that did not occur to the delivered item itself, METPRO shall be liable—regardless of the legal grounds—only  

a) in cases of willful misconduct

b) in cases of gross negligence on the part of officers or executive employees

c) in the event of culpable injury to life, limb, or health

d) in the event of defects that METPRO fraudulently concealed or for which METPRO guaranteed their absence,

e) in the event of defects in the delivered item, to the extent that liability exists under the Product Liability Act for personal injury or property damage to items used for private purposes.

In the event of a culpable breach of material contractual obligations, METPRO shall also be liable in cases of gross negligence on the part of non-executive employees and in cases of slight negligence; in the latter case, liability is limited to reasonably foreseeable damages typical for this type of contract. The customer must mitigate the damage to the extent that this is reasonable for the customer. Any further claims are excluded.

10. Statute of Limitations

All claims of the Customer against METPRO—regardless of their legal basis—are subject to a 12-month statute of limitations. The limitation period begins upon transfer of risk in accordance with Sections 6 and 7 of these Terms and Conditions. This 1-year limitation period does not apply if the statutory limitation period is longer. In such cases, the statutory limitation period shall apply. The statute of limitations period begins upon transfer of risk in accordance with Sections 6 and 7 of these Terms and Conditions.

11. Retention of Title

11.1. The delivered goods remain the property of METPRO until all claims arising from the business relationship have been paid in full, in particular until all bills of exchange accepted in payment have been honored. This also applies in the event of processing of the goods, which is always carried out on behalf of METPRO as the manufacturer (Section 950 of the German Civil Code (BGB)). In the event of processing, combination, or mixing with other goods, METPRO shall be entitled to co-ownership in the ratio of the invoice value of METPRO’s goods to that of the other goods at the time of processing, combination, or mixing.

11.2. The purchaser may sell the goods subject to retention of title only in the ordinary course of business and only as long as the purchaser is not in default of payment. The purchaser is not authorized to dispose of the goods subject to retention of title in any other manner (e.g., transfer of ownership by way of security, pledging). The purchaser’s claims for the purchase price or remuneration for work arising from the resale of the goods subject to retention of title are hereby assigned to METPRO in the amount of the invoice values until all of METPRO’s claims, including bills of exchange, have been settled. The purchaser is revocably authorized to collect these claims.

11.3. In the event of default in payment, imminent suspension of payments, unsatisfactory information regarding the purchaser’s solvency or financial situation, or if enforcement proceedings or bill protests are initiated against the purchaser, METPRO is authorized to take possession of the goods subject to retention of title and to dispose of them. The purchaser is obligated to surrender the goods. All costs associated with the recovery and disposal of the goods shall be borne by the purchaser.

11.4. The buyer must immediately notify METPRO in writing of any third-party claims, in particular enforcement measures and other infringements of its property rights. The buyer must compensate METPRO for all damages and costs arising from a breach of this obligation and from any necessary measures taken to counter third-party claims.

12. Data Protection

12.1. METPRO complies with the statutory provisions on data protection, in particular the GDPR. METPRO collects, stores, processes, and transmits data internally only to the extent necessary for the performance of the contractual relationship as well as for operational and statistical analyses. Data processing is carried out strictly in accordance with the GDPR. Data will be deleted as soon as the contract has been fulfilled and no other legal provisions (e.g., retention requirements) preclude such deletion. These activities are permitted under Article 6(1)(b) of the GDPR. Any data processing beyond this scope shall be agreed upon bilaterally in separate data protection agreements.

12.2. The Customer agrees that METPRO may obtain a credit check from relevant credit reporting agencies and may disclose this data in the event of non-contractual performance. This does not impair or infringe upon the Customer’s legitimate interests.

Further information on the principles of data processing can be found at the following link: https://metprogroup.eu/datenschutzerklaerung

13. Place of Performance, Place of Jurisdiction

13.1. The place of performance for all payments by the Customer as well as for all deliveries and services provided by METPRO is the location of METPRO’s principal place of business, currently 04838 Jesewitz.

13.2. If the Customer is a merchant, a legal entity under public law, or a special public fund, or does not have a general place of jurisdiction within Germany, the place of jurisdiction shall be the location of METPRO’s principal place of business, currently Leipzig. The right to bring a claim against the Customer at the location of its general place of jurisdiction remains unaffected.

14. Final Provisions, Governing Law

14.1. The relationship between the contracting parties shall be governed exclusively by the laws in force in the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods and the Act on the Conclusion of International Contracts for the Sale of Goods is excluded.

14.2. The purchaser is not entitled to assign claims arising from the purchase contract or contract for work and services without METPRO’s consent.

14.3. Should any provision of these General Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the General Terms and Conditions.

Effective as of June 2026