Terms and Conditions

§ 1 – Scope, General Provisions

1. These Terms and Conditions of Delivery and Payment apply to all of our deliveries and services provided to businesses as defined in Section 14 of the German Civil Code (BGB).
2. Any deviating terms and conditions or agreements are binding only if we have acknowledged them in writing. Nor do they become part of the contract merely because of our silence or our delivery.
3. These terms and conditions also apply to current and future business relationships.
4. Under the Chemicals Act, substances, mixtures, and articles may only be supplied to resellers, professional users, and public research, testing, and educational institutions (ChemVerbotsV). Our contractual partners must also comply with the provisions of the Chemicals Prohibition Ordinance, particularly with regard to the distribution of the substances, mixtures, and articles we supply.

§ 2 – Offer, Offer Documents, Conclusion of the Contract

1. Our offers are binding when we submit them in writing and without reservation.
2. We may accept orders within 4 weeks of receiving them; however, orders become binding once we have confirmed them in writing or have fulfilled them by delivering the goods.
3. We are only obligated to maintain inventory for call-off orders if we have committed to doing so in writing. If call-off orders have been agreed upon, the specified quantities must be purchased within one year of the contract’s conclusion; otherwise, we are entitled to give the contracting party four weeks’ notice to place the call-off order and, if the deadline expires without result, to withdraw from the contract and demand the agreed-upon compensation, less any expenses saved.
4. We reserve all rights of ownership and copyright in illustrations, drawings, cost estimates, and other documents. They may not be made available to third parties. This applies in particular to written documents designated as “confidential.” The client must obtain our express written consent before disclosing them to third parties.

§ 3 – Payment, Prices, Offset

1. Our prices are ex works, excluding packaging, plus the applicable statutory value-added tax. If the cost factors relevant to pricing (raw materials, energy, operating supplies, wages and salaries, etc.) change significantly during the period from the conclusion of the contract until the contractually stipulated date of delivery or acceptance, we are authorized to demand that the contracting party agree to new prices, in modification of the offered or confirmed prices, to offset such cost increases. If no agreement is reached, we are entitled to withdraw from the contract. In the event of a reduction in the cost factors mentioned in the first sentence, the contracting party is entitled, by analogy with the foregoing provision, to agree on a corresponding price reduction and, in the absence of an agreement, has the right to withdraw from the contract. A change in the cost factors is considered material within the meaning of the second sentence if a cost difference of more than 10% has arisen between the conclusion of the contract and the time of delivery or acceptance.
2. Unless a price has been agreed upon, the charge will be based on the price in effect on the date of delivery.
3. If we have undertaken the installation or assembly, and unless otherwise agreed, the contracting party shall bear, in addition to the agreed compensation, all necessary incidental expenses, including, but not limited to, travel expenses, costs for transporting hand tools and personal luggage, and per diem allowances.
4. Unless otherwise agreed, the purchase price is due in full within 14 days of the invoice date.
5. A discount requires a separate written agreement.
6. In the event of late payment, we are entitled to a flat fee of 40 euros. This also applies if the payment in arrears is an installment payment or other form of payment in installments. Furthermore, in the event of late payment, we are entitled to charge late payment interest in the amount of the credit costs we ourselves incur, but at least 9 percentage points above the respective base interest rate, while expressly reserving the right to claim further damages. The flat fee referred to in the first sentence shall be offset against any damages owed for delay, to the extent that such damages are attributable to the costs of legal action.
7. The assertion of a right of retention arising from prior or other transactions within the ongoing business relationship is excluded; set-off against counterclaims is permitted only to the extent that such counterclaims are undisputed or have been established by a final and binding judgment.

§ 4 – Delivery Time, Dates, Deadlines

1. Dates and delivery deadlines are binding only to the extent that they have been offered by us or confirmed in writing. This also applies to call-off dates. Adherence to these dates is contingent upon the timely fulfillment of any obligations to cooperate on the part of the client; otherwise, the agreed-upon dates will be extended accordingly.
2. In the event that we are in default with our performance, the contractual partner’s damages resulting from the delay shall be limited to typical, foreseeable damages. In particular, we shall not be liable for lost profits or costs resulting from lost production.
3. If shipment or delivery is delayed by more than one month after notification that the goods are ready for shipment at the request of the contracting party, we may charge the contracting party a storage fee of 0.5% of the price of the goods for each month or portion thereof, up to a maximum of 5% in total, unless we can prove that storage costs were higher. The contracting party may provide evidence that no storage costs were incurred at all or that they were significantly lower than the flat rate.
4. Labor disputes or unforeseeable, extraordinary events—such as government measures, transportation disruptions, or other events beyond our control and for which we are not responsible—shall fully release us from our obligation to deliver for the duration of their effects or, in the event of impossibility, permanently.

§ 5 – Transfer of Risk

1. Unless otherwise agreed, delivery is to be made ex works. Shipping is at the customer’s expense and risk. If the customer so desires, the shipment will be covered by cargo insurance. The customer shall bear any costs incurred in this regard.
2. To the extent that acceptance is required, it shall determine the transfer of risk. Acceptance must take place without delay on the acceptance date or, alternatively, upon our notification that the goods are ready for acceptance. In the event of a delay in acceptance due to circumstances beyond our control, the risk shall pass to the customer on the date we notify the customer that the goods are ready for acceptance.
3. Unless otherwise required by mandatory provisions of the Packaging Ordinance or other statutory regulations, for other deliveries, the packaging and containers required for shipping will be billed at cost and will neither be accepted for return nor credited.

§ 6 – Notice of Defects, Warranty, Scope of Liability

1. The obligations set forth in Sections 377 and 381(II) of the German Commercial Code (HGB) apply, provided that the customer must notify the seller in writing of all apparent defects, short shipments, and incorrect deliveries within 5 business days of delivery, and in any case before processing or installation. Damage incurred during transport must be reported to the seller in writing without delay. In the case of delivery by rail, by commercial local or long-distance freight vehicles, or by other modes of transport, the customer must complete the necessary formalities with the carrier. Normal trade practices and shrinkage cannot be the subject of a complaint.
2. In the event of a timely and valid complaint regarding defective goods within the meaning of Section 434 of the German Civil Code, the client is entitled to the statutory warranty rights, to the exclusion of claims for damages. Agreements regarding the quality of goods must be expressly designated as such. A reference to DIN standards generally includes a detailed description of the goods and does not constitute a warranty on our part, unless a warranty has been expressly agreed upon.
3. The warranty does not cover normal wear and tear or damage that occurs after the transfer of risk as a result of improper or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building site conditions, or due to special external influences. If the contracting party or third parties perform improper modifications, installation, or repair work, no warranty applies to such work or the resulting consequences. If there are objective indications of any of the aforementioned circumstances—in particular, unprofessional intervention—the contracting party must prove that these had no influence whatsoever on the delivery in question. We reserve the right to provide counterevidence thereafter.
4. The contracting party’s assertion of warranty claims further requires that it adhere to the prescribed maintenance intervals, perform maintenance in a professional and proper manner, and maintain records thereof. The contracting party’s warranty rights regarding the durability of coatings, joints, piping, and auxiliary equipment further require that the contracting party, upon placing the order, voluntarily provide us in writing with information regarding the composition of the media to be used, their reactivity, their temperatures, and the operating conditions.
5. The contracting party’s warranty claims shall be barred one year after delivery of the goods or acceptance of the work. Acceptance also includes acceptance pursuant to § 5(2). This period shall not apply to the extent that the law does not permit a reduction of the periods specified in §§ 438, 634a of the German Civil Code (BGB).
6. Our liability is limited to foreseeable damages.
7. The Contractor's liability under the Product Liability Act remains unaffected.
8. We do not recognize contractual penalties.
9. Under the contractual warranty, the Contractor shall be liable for damages—except for damages resulting from injury to life, limb, or health—only in cases of willful misconduct and gross negligence, including willful misconduct and gross negligence on the part of its representatives and agents, unless otherwise specified below. Liability for simple or slight negligence is excluded, unless it involves a breach of an essential contractual obligation as defined by the case law of the Federal Court of Justice. To the extent that the aforementioned exclusion of liability does not apply due to a breach of an essential contractual obligation, the Contractor shall be liable only for foreseeable damages typical for this type of contract. Any further claims by the Client are excluded. The foregoing limitations or exclusions of liability do not apply in the event of a breach of pre-contractual duties to provide information and disclosure.

§ 7 – Retention of Title

1. The delivered goods remain our property as goods subject to retention of title until the purchase price has been paid and all claims arising from the business relationship, as well as any claims that may arise in connection with the purchased item, have been settled. The inclusion of individual claims in a running account or the striking of a balance and its acknowledgment do not waive the retention of title. If, in connection with the payment of the purchase price by the customer, we become liable under a bill of exchange, the retention of title shall not expire until the bill of exchange has been honored by the customer as the drawee. In the event of default in payment by the customer, we are entitled to take back the goods subject to retention of title after issuing a reminder, and the customer is obligated to surrender them.
2. If goods subject to retention of title are processed by the Customer into a new movable item, such processing is carried out on our behalf without imposing any obligations on us; the new item becomes our property. If the goods subject to retention of title are processed together with goods not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the other goods at the time of processing. If goods subject to retention of title are combined, mixed, or blended with goods not belonging to us in accordance with Sections 947 and 948 of the German Civil Code (BGB), we shall become co-owners in accordance with the statutory provisions. If the customer acquires sole ownership through combination, mixing, or blending, the customer hereby transfers to us, as of now, co-ownership in proportion to the value of the goods subject to retention of title relative to the other goods at the time of combination, mixing, or blending. In such cases, the customer shall store the item owned or co-owned by us—which shall also be deemed goods subject to retention of title within the meaning of the following provisions—free of charge.
3. If goods subject to retention of title are sold by the Customer, either alone or together with goods belonging to us, the Customer hereby assigns to us the claim arising from such resale in the amount of the value of the goods subject to retention of title, together with all rights and priority over other claims; we hereby accept this assignment. The value of the goods subject to retention of title is our invoice amount plus a security surcharge of 10%, which, however, shall not be taken into account to the extent that it is precluded by the rights of third parties. If the resold goods subject to retention of title are co-owned by us, the assignment of claims shall extend to the amount corresponding to our share of the co-ownership. Paragraph 1, sentence 2, shall apply mutatis mutandis to the extended retention of title; the advance assignment pursuant to § 3, paragraphs 1 and 3, shall also extend to the balance claim.
4. If goods subject to retention of title are incorporated by the Customer as an essential component into the real property of a third party, the Customer hereby assigns to us any claims for payment arising against the third party or any other party concerned, in the amount of the value of the goods subject to retention of title, together with all ancillary rights, including the right to have a security mortgage granted with priority over all other claims. We hereby accept this assignment. Paragraph 3, sentences 2 and 3, shall apply mutatis mutandis.
5. If goods subject to retention of title are incorporated by the Customer as an essential component into the Customer’s real property, the Customer hereby assigns to us, in advance, the claims arising from the commercial sale of the real property or of rights in real property in an amount equal to the value of the goods subject to retention of title, together with all ancillary rights and with priority over all other claims; we hereby accept such assignment in advance. Paragraph 3, sentences 2 and 3, shall apply mutatis mutandis.
6. The Customer is entitled and authorized to resell, use, or install the goods subject to retention of title only in the ordinary, proper course of business and only on the condition that the claims within the meaning of paragraphs 3, 4, and 5 are actually transferred to us. The Customer is not entitled to dispose of the goods subject to retention of title in any other way, in particular by pledging them or transferring ownership by way of security.
7. We authorize the Client, subject to revocation, to collect the receivables assigned pursuant to paragraphs 3, 4, and 5. We will not exercise our own authority to collect these receivables as long as the client fulfills its payment obligations, including those to third parties. At our request, the client must identify the debtors of an assigned receivable and notify them of the assignment; we are also authorized to notify the debtors of the assignment ourselves.
8. If the value of the security provided to us exceeds our total claims by more than 20%, we are obligated, at the client’s request, to release security of our choice to the extent necessary. The client must notify us immediately of any attachment or infringement of our rights by third parties.
9. If the customer fails to meet its payment obligations or if a petition has been filed to initiate insolvency proceedings against the customer’s assets, the customer must surrender the goods subject to retention of title upon receipt of a demand for payment. However, we may only demand the return of the goods based on the retention of title if we have rescinded the contract. The customer must notify us immediately of any third-party enforcement measures against the goods subject to retention of title or the assigned claims, providing us with the documents necessary to file an objection.
10. Upon suspension of payments, the filing of a petition for, or the commencement of, insolvency proceedings, as well as the initiation of proceedings for the submission of an affidavit, the right to resell, use, or install the goods subject to retention of title, and the authorization to collect the assigned claims, shall expire; in the event of a check or bill of exchange protest, the authorization to collect shall also expire.

§ 8 – Jurisdiction

1. If the requirements for an agreement on the place of jurisdiction under Section 38 of the Code of Civil Procedure are met, the place of jurisdiction for all claims by the contracting parties shall be our registered office; however, we are also entitled to sue the client in the court of his or her place of residence.
2. The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

§ 9 – Federal Data Protection Act

The client consents to the processing and storage of the data required for order fulfillment and billing by electronic means (Sections 4 and 4a of the Federal Data Protection Act [BDSG]). The invoice (delivery note) also serves as notification within the meaning of Section 33 of the Federal Data Protection Act.