PaketPLUS Marketing GmbH (hereinafter “PaketPLUS”): Terms and Conditions for Dispatch Partners 1. Object and scope of the agreement
1.1. The Dispatch Partner is involved, as an entrepreneur, in the distance selling and
consignment to customers of goods of specific product categories.
1.2. Under the URL http://www.paketplus.de (hereinafter the “PaketPLUS website”),
PaketPLUS operates a platform from which a dispatch network for the dispatch of package
inserts is organised. PaketPLUS procures promotional inserts such as flyers, product
samples and vouchers (hereinafter “Advertising Material”) from the advertising partners
participating in the network (hereinafter “Advertising Partners”) and passes these on to the
Dispatch Partner. The Dispatch Partner places the Advertising Material procured by
PaketPLUS in with its consignments of goods and sends these to its customers.
1.3. PaketPLUS provides and delivers the Advertising Material to the Dispatch Partner free of
charge. The Dispatch Partner receives an agreed rate of compensation for enclosing and
dispatching the Advertising Material with its consignments.
1.4. These Terms and Conditions (hereinafter “Terms and Conditions”) apply to all the business
relationships which PaketPLUS and the Dispatch Partner enter into in connection with the
object of the agreement as described above. The procurement of Advertising Material for
dispatch by the Dispatch Partner is subject in every individual case to a separate written
agreement between PaketPLUS and the Dispatch Partner. Neither these Terms and
Conditions nor the Dispatch Partner’s registration with the dispatch network, as laid down in
section 2, constitute an obligation on the part of PaketPLUS to procure and provide
Advertising Material for dispatch by the Dispatch Partner.
1.5. Only these Terms and Conditions shall apply. The Terms and Conditions of the Dispatch
Partner, should they deviate from, contradict or expand on these Terms and Conditions, shall
only be considered part of the contract if and to the extent that PaketPLUS has expressly
accepted their applicability in writing.
1.6. The agreements entered into in the individual written contracts between the parties, and any
other one-off agreements entered into (including subsidiary agreements, additions and
amendments) shall always take precedence over these Terms and Conditions. The content
of such agreements shall be evidenced by the written contract itself or by PaketPLUS’s
2. Registration, conclusion of contract
2.1. Registration on the PaketPLUS website constitutes an offer by the Dispatch Partner to enter
into a contract regarding participation in the PaketPLUS dispatch network. After receiving
such an offer, PaketPLUS decides at its own discretion whether or not to accept it. If it
decides to accept the offer, PaketPLUS sends written confirmation and allows the Dispatch
Partner access to the personalised user area of the PaketPLUS website.
2.2. Registration is limited to legal entities, partnerships and natural persons with unlimited legal
capacity who are acting in pursuit of their trade, business or profession (entrepreneurs within
the meaning of Section 14 German Civil Code).
PaketPLUS Terms and Conditions for Dispatch Partners
2.3. The information provided during the registration procedure must be accurate and complete.
The data required by PaketPLUS include: first and surname, company, address (not just P.O.
box) and telephone number (no premium rate numbers), a valid e-mail address, an
authorised representative, the product categories into which the Dispatch Partner’s goods fall
and its number of monthly goods consignments.
2.4. A legal entity may only be registered by a natural person who is authorised to represent it and
2.5. Should the information provided change after registration, the Dispatch Partner is obliged to
2.6. The Dispatch Partner agrees to treat its password as confidential information and to take due
care to prevent unauthorised access to its User Account. PaketPLUS will not reveal the
Dispatch Partner’s password to third parties and will never ask the Dispatch Partner for its
password in an e-mail or telephone call.
2.7. The Dispatch Partner is liable for all the activity that takes place via its User Account, except
in cases where unauthorised access to the account has been obtained by means beyond the
2.8. The User Account is not transferable to third parties.
3. Ordering Advertising Material
3.1. Once PaketPLUS has activated the Dispatch Partner’s User Account, the Dispatch Partner
will be able to view the available Advertising Material on the PaketPLUS website. Should the
Dispatch Partner wish to enclose any of the depicted Advertising Material with its
consignments, it can make its choice from the material depicted and submit a non-binding
order request via the PaketPLUS website.
3.2. PaketPLUS will consider the Dispatch Partner’s request and make the Dispatch Partner a
written offer regarding the delivery and dispatch of the available Advertising Material. The
contract governing the procurement of Advertising Material by PaketPLUS and its dispatch by
the Dispatch Partner shall come into being with the written acceptance of this offer by the
Dispatch Partner. The Dispatch Partner has no claim to a particular type or particular amount
of Advertising Material and PaketPLUS can, at its own discretion, reject the Dispatch
Partner’s request or make it an offer which deviates from its original request. The Dispatch
Partner is not obliged to accept offers which deviate from its original request.
3.3. The offer submitted by PaketPLUS may include a binding deadline by which the Advertising
Material in question has to be dispatched by the Dispatch Partner (hereinafter “Dispatch
Deadline”). Where this is the case, the parties may agree on a date for the delivery of the
Advertising Material to the Dispatch Partner (hereinafter “Delivery Date”).
4. Delivery of Advertising Material; transfer of ownership
4.1. PaketPLUS shall deliver the agreed Advertising Material free of charge to the Dispatch
Partner at the contractually agreed delivery address.
4.2. In cases where a Delivery Date has been agreed (see section 3.3), PaketPLUS will deliver
the Advertising Material by this date at the latest. Should PaketPLUS be unable to deliver by
this date for reasons beyond its control (e.g. because the Advertising Partner has provided
the Advertising Material late or because the Advertising Material was flawed, or for reasons of
force majeure), PaketPLUS may set a new Delivery Date. In the event of the late delivery of
Advertising Material, the Dispatch Deadline will be extended by the amount of time the
delivery was delayed. Should this extension of the Dispatch Deadline following a delay not
suffice (e.g. because the Dispatch Partner does not have a high enough number of goods
consignments during the period in question), the parties will agree amicably on an extension
of the Dispatch Deadline or a reduction of the amount of Advertising Material to be
dispatched so that the Dispatch Partner is able to dispatch all the Advertising Material by the
4.3. PaketPLUS is not obliged to check the Advertising Material delivered to it by its Advertising
Partners for flaws before forwarding it to the Dispatch Partner.
4.4. Should PaketPLUS, for reasons beyond its control, not receive the Advertising Material from
the Advertising Partner by the agreed deadline, not receive the agreed amount of Advertising
Material or receive Advertising Material which is flawed, it may withdraw from the contract
entirely with regard to the Advertising Material in question (or withdraw in part in the event of
a short delivery). Its declaration of withdrawal must be made in writing. PaketPLUS will inform
the Dispatch Partner without delay should any of the above situations arise and will let the
Dispatch Partner know as soon as possible whether it is withdrawing from the contract as a
4.5. The Dispatch Partner acquires no ownership rights to the Advertising Material through its
taking delivery, storage and consignment of it. Until the Advertising Material reaches the
Dispatch Partner’s end customer, ownership of the Advertising Material remains with the
Advertising Partner who has produced it. However, the Dispatch Partner is both authorised
and obliged to transfer the ownership of the Advertising Material to those of its customers to
whom the Advertising Material is consigned. Upon receipt of the Advertising Material, the end
5. Obligations of the Dispatch Partner
5.1. Upon receipt of the Advertising Material, the Dispatch Partner agrees to check immediately
that it is free of obvious flaws (e.g. transport damage, short delivery, wrong delivery, obvious
printing mistakes such as “blank paper”). The Dispatch Partner must report any flaws it
discovers to PaketPLUS without delay. Flaws must also be reported immediately if the
Dispatch Partner discovers them at a later date. The Dispatch Partner is not obliged to
dispatch flawed Advertising Material but must follow PaketPLUS’s instructions on what to do
with the flawed or excess Advertising Material (e.g. return or destroy flawed Advertising
Material at PaketPLUS’s cost). For the rest, section 4.4 applies.
5.2. The Dispatch Partner agrees to handle the Advertising Material provided to it with due care
and attention, in particular with regard to storage, packaging and transport. The level of
diligence with which it treats the Advertising Material must be at least that which it generally
displays in relation to its own affairs. For the consignment of the Advertising Material, the
Dispatch Partner will use accepted industry carriers (e.g. DHL, Hermes etc.).
5.3. The Dispatch Partner will enclose the agreed amount of Advertising Material with the agreed
number of goods consignments and send these to its end customers. No more than one
piece of each agreed Advertising Material may be enclosed with any one goods consignment.
In total, a maximum of three different Advertising Materials provided by PaketPLUS may be
enclosed with any one goods consignment.
5.4. The Dispatch Partner will not enclose the Advertising Material in consignments of goods
which it is legally prohibited from offering for sale and distance selling, goods which violate
third party rights or goods which offend taste and decency.
5.5. The Dispatch Partner is obliged to update the user section of the PaketPLUS website by
entering truthfully and completely the figures relating to the amounts and types of Advertising
Material it has dispatched. This information should be updated every working day if possible,
and, if not, then at least once a week. As soon as the Advertising Material provided by
PaketPLUS has been dispatched in full, the Dispatch Partner must confirm vis-à-vis
PaketPLUS in writing that the Advertising Material has been dispatched in full as per the
5.6. The Dispatch Partner agrees that it will not enclose third party advertising material in goods
consignments containing Advertising Material provided by PaketPLUS. Furthermore, the
Dispatch Partner may not combine within one goods consignment Advertising Material for
rival products or services (e.g. two flyers from two different Advertising Partners who both sell
face cream). Without prejudice to the previous two provisions, the Dispatch Partner may,
however, enclose one of its own promotional flyers (closed format, 1/3 A4) in the
consignment, provided that the flyer exclusively promotes goods or services sold or provided
5.7. At PaketPLUS’s request, the Dispatch Partner will provide PaketPLUS without delay with
documentary evidence that it really has dispatched the reported amount of Advertising
Material with the reported number of goods consignments. Such evidence may include
receipts of posting, invoice documents from the carrier company, customer invoices etc.).
PaketPLUS shall be authorised to make these documents available to its Advertising
Partners. The parties agree to observe data protection regulations regarding any customer
data that may be affected by this provision.
5.8. All the statistics and information pertaining to the Dispatch Partner may be viewed by the
Dispatch Partner at any time in the user section of the PaketPLUS website.
5.9. For the duration of this contract, the Dispatch Partner agrees not to participate in any
dispatch network which could be viewed as a competitor to PaketPLUS.
6. Consideration, conditions of payment
6.1. For every piece of Advertising Material dispatched as per the contract, the Dispatch Partner
will receive consideration from PaketPLUS. Whenever it places an order request, the
Dispatch Partner will be shown, in the secure section of the PaketPLUS website, the
consideration offered for the consignment of the Advertising Material in question. As long as
the parties do not come to a different agreement regarding consideration in the respective
contract, the consideration displayed on the website shall be deemed to have been agreed
upon with the acceptance by the Dispatch Partner of PaketPLUS’s offer as described in
section 3.4. Consideration is cumulative, which means that when three Advertising Materials
are sent per package, the agreed consideration will be credited for each.
6.2. Unless explicitly stated otherwise, the consideration rates displayed on the PaketPLUS
website and in PaketPLUS’s offers are net (they do not include VAT). Where it is legally
required, statutory VAT will be paid on top of these net amounts.
6.3. Settlement for performance effected by the Dispatch Partner within a calendar month will be
made at the end of the calendar month following performance. Consideration will be paid out
within five working days by bank transfer to the account specified by the Dispatch Partner. A
transfer will only be made when the Dispatch Partner’s account is at least € 100 (net) in credit
(hereinafter “Minimum Payment Amount”). If a Dispatch Partner does not make the Minimum
Payment Amount within a calendar month, the total for that calendar month will be carried
forward to the next calendar month and so on until the Minimum Payment Amount has been
reached. No interest will be paid on credit held with PaketPLUS.
6.4. PaketPLUS shall have the right to amend the consideration schedule at any time with future
6.5. The Dispatch Partner shall only be entitled to set-off or withhold performance if it has a legally
7.1. Manipulation describes any attempt to circumvent, by technical or other means, PaketPLUS’s
systems and its principle of consideration and settlement. This includes, but is not limited to,
providing false information with regard to monthly consignment volumes, reporting false
figures for enclosures already sent, not sending, or destroying, enclosures, enclosing more
than one piece of the same Advertising Material in one consignment, requesting amounts of
Advertising Material which do not correspond to dispatch capacity etc.). PaketPLUS will notify
the Dispatch Partner immediately should a suspicion of manipulation arise. Should
PaketPLUS and the Dispatch Partner together not be able to find, within a reasonable period,
an explanation which completely accounts for the suspicious detail(s) and should concrete
indications of manipulation exist, manipulation will, for the purposes of this contract, be
7.2. Where a concrete suspicion of manipulation exists, PaketPLUS is entitled, until the matter
has been definitively resolved within a reasonable period, to block the Dispatch Partner’s
User Account on the PaketPLUS website, to withhold delivery of any agreed Advertising
Material and to withhold payment of any credit that may be related to the manipulation. For
8. Contractual penalty; termination for cause
8.1. Should the Dispatch Partner violate any of the obligations laid down in sections 5.5, 5.6 and
5.7 or be found guilty of manipulation as described in section 7.1, it shall be obliged to pay a
contractual penalty equal to the amount of consideration agreed in the contract regarding the
Advertising Material affected by the violation. This shall not apply should the Dispatch Partner
8.2. Both parties have the right to terminate the entire contractual relationship without notice for
cause pursuant to Section 314 German Civil Code. PaketPLUS shall be deemed in the
following situations in particular to have cause for termination without notice:
8.2.1. PaketPLUS has concrete indications that the Dispatch Partner is violating its duty under
section 5.5. to report truthfully and completely the amount and type of Advertising
Material it has dispatched, thus destroying the basis of trust between the parties;
8.2.2. the Dispatch Partner is violating its duties under sections 5.6 or 5.7 and/or
8.2.3. PaketPLUS has concrete reason to suspect manipulation by the Dispatch Partner as
described in section 7 and the basis of trust between the parties is thus destroyed.
In the situations described in 8.2.1 and 8.2.3, termination without notice does not need to be
preceded by a warning to the Dispatch Partner to no avail.
9.1. The Dispatch Partner agrees to indemnify PaketPLUS unconditionally (“on first demand”)
from any claims which third parties may assert against PaketPLUS in relation to a violation of
their rights by the Dispatch Partner, unless the Dispatch Partner is not responsible for the
violation of rights. The Dispatch Partner will also bear the costs of any legal representation
required by PaketPLUS, including all court and lawyers’ fees. The Dispatch Partner will, upon
request, provide PaketPLUS without delay with all the available information which could aid
10.1. Except in the case of a violation of a material obligation, PaketPLUS shall only be liable for
damages if and to the extent that it, its legal representatives, executive staff or other vicarious
agents acted with intent or gross negligence. In the event of a violation of a material
obligation, PaketPLUS shall be liable for any culpable conduct by its legal representatives,
executive staff or other vicarious agents.
10.2. Except in cases of intent or gross negligence on the part of the legal representatives,
executive staff or other vicarious agents of PaketPLUS, PaketPLUS’s liability shall be limited
in amount to the level of the typical damages foreseeable at the time of entering into the
10.3. PaketPLUS shall only be liable for indirect damage, especially loss of earnings, in cases of
gross negligence or intent on the part of its legal representatives, executive staff or other
10.4. The above exemptions from and limitations of liability shall not apply where PaketPLUS has
assumed an explicit guarantee, and not in cases of damage arising from loss of life, bodily
harm, injury and illness. Furthermore, they shall not apply in cases regulated by law,
especially under the Product Liability Act.
10.5. For damages caused by the loss of or damage to the Advertising Material in the period
between it being accepted for transport and it being delivered and for damages caused by
the missing of the delivery deadline by the courier contracted by PaketPLUS, PaketPLUS
shall only be liable - in addition to the above liability limitations - to the extent laid down in
sections 425 ff German Commercial Code (shipping and transport), unless the courier has
contractually assumed further-reaching liability vis-à-vis PaketPLUS. In this case PaketPLUS
will be liable to the same extent as the courier.
11.1. The parties will treat as confidential all the information about the business of the other party,
be it of a technical, commercial or organisational nature, which one party (the “Disclosing
Party”) makes accessible to the other party (the “Receiving Party”) or which the Receiving
Party comes into possession of in the course of the performance of the agreement (together
“Disclosure”). This applies in particular to business and marketing strategies, information
about price structures, margins and turnover, customer data, marketing plans, cooperation
partners, procurement and purchasing conditions and other financial and business data
(together “Confidential Information”).
11.2. The parties agree (a) to use the Confidential Information exclusively for the purposes of the
performance of this agreement, (b) only to reproduce it if and to the extent absolutely
necessary for the same purposes and (c) not to make it accessible to third parties except for
those vicarious agents of the parties whose knowledge of the Confidential Information is
necessary for the performance of the agreement.
11.3. In keeping the Confidential Information secret, the Receiving Party will display at least the
same level of care and diligence that it would to protect confidential information of the same
nature of its own, putting into place those protective measures that it itself would take. At the
very least it must display ordinary care and attention. In particular it will take adequate steps
to protect the Confidential Information against unauthorised disclosure, reproduction and
11.4. The obligation to treat information as confidential does not apply to information which (i) the
Receiving Party was demonstrably already in possession of before Disclosure, and (ii) which
was already in the public domain at the time of Disclosure. Furthermore, the obligation does
not apply to information which (i) the Receiving Party can prove it received, without being
bound to confidentiality, from a third party after conclusion of this contract, as long as the
third party in question did not violate its own confidentiality obligation vis-à-vis the Disclosing
Party by passing on the information, and (ii) which the Receiving Party can prove entered
the public domain through no fault of its own after conclusion of this agreement. Equally, the
confidentiality obligations do not apply to information which has to be disclosed by law or as
the result of a final court decision or official directive. Where legally permissible, however,
the party required to disclose the information is obliged to inform the other party of the
disclosure in advance or as soon as possible after the event. It must also take steps to
ensure that the information is not generally publicised and attempt to procure a
confidentiality agreement to protect it.
11.5. The obligations laid out in section 11 are valid for the term of this agreement and for three
12. Term and termination
12.1. The contractual relationship between PaketPLUS and the Dispatch Partner governing
participation in the PaketPLUS dispatch network has an unlimited term.
12.2. The contractual relationship can be terminated in writing by either party with three months’
notice to the end of the month. If at the time the termination becomes effective individual
contracts governing the procurement and dispatch of Advertising Material exist for which
performance has not yet been effected or not yet been completely effected, the individual
contracts will still be carried out in accordance with these Terms and Conditions.
13.1. These Terms and Conditions and all the legal relationships between the parties connected
with the object of the agreement are subject exclusively to the law of the Federal Republic of
Germany to the exclusion of the UN Convention on Contracts for the International Sale of
Goods (CISG). The exclusive place of jurisdiction for all disputes connected with this
contractual relationship and the individual contracts based on it, including disputes
concerning their effectiveness and that of later amendments and additions, is Berlin.
PaketPLUS, however, shall also have the right to bring suit at the Dispatch Partner’s place of
13.2. Where it is stipulated in these Terms and Conditions that the written form is required for
certain declarations, this requirement will be deemed to have been met if such declarations
are sent by fax or by e-mail to the fax numbers and e-mail addresses provided by the
parties. A rescission or waiver of the requirement of written form must itself be in writing.
However, in contrast to the stipulations of the previous 2 sentences, a termination of this
agreement must be both in writing and sent by recorded delivery.
13.3. To assign to a third party the rights and obligations they have under this contractual
relationship and under the individual contracts based on it, the parties require the consent of
the other party. Without prejudice to the previous sentence, PaketPLUS can, however,
transfer its rights and obligations under this contractual relationship and the individual
contracts based on it, in full or in part, to an affiliated company within the meaning of
sections 15 ff Stock Corporation Act. In the event of this happening, PaketPLUS shall be
subsidiarily liable for the obligations it assumed vis-à-vis the Dispatch Partner.
13.4. Should one or more of the provisions of these Terms and Conditions be found to be invalid,
the validity of the remaining provisions shall not be affected. Section 139 German Civil Code
shall not apply. The parties agree to replace invalid provisions with valid provisions that
correspond to that which the parties would have agreed, based on the intent of the contract,
had they been aware of the invalidity of the provision(s) in question upon entering into the
contract. The same applies mutatis mutandis to loopholes in the contract.
13.5. PaketPLUS reserves the right to amend these Terms and Conditions at any time without
having to state its reasons. The amended Terms and Conditions will be sent to the Dispatch
Partner by e-mail two weeks at the latest before they are due to come into effect. Should the
Dispatch Partner not have raised any objections to the new Terms and Conditions within two
weeks of receipt of the e-mail, the amended Terms and Conditions shall be deemed to have
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