Our shipping and payment terms

I. Conclusion of the Contract

1. The Contractor shall supply goods exclusively in accordance with these terms and conditions. The Client’s terms and conditions shall not be binding on the Contractor, even if they form the basis of the order and the Contractor has not expressly objected to their content. Any ancillary agreements shall only be valid if confirmed in writing.

2. An order shall only be deemed to have been accepted once it has been confirmed by the Contractor or carried out immediately.

3. The contract shall remain binding even if individual provisions of its terms and conditions are invalid.

II. Delivery time

1. Information regarding delivery times (deadlines and dates) is only binding if agreed in writing. Delivery periods commence on the date of the order confirmation, but only once all details of the order have been clarified and both parties have agreed on all terms of the contract.

2. An agreed delivery time shall be deemed to have been met if the goods have left the factory/warehouse at the agreed time or, in the case of a dispatch order, the Client has been notified that the goods are ready for dispatch.

3. Force majeure, in particular due to mobilisation, war, civil unrest, strike, lock-out or the occurrence of unforeseen obstacles beyond the Contractor’s control, shall extend the delivery period by a reasonable period, even if such events occur whilst the Contractor is in default of delivery. The same shall apply if official authorisations or other authorisations or information from the Client required for the execution of the delivery are not received in good time; the same shall apply in the event of a subsequent amendment to the order.

4. In the event of a delay in delivery, the Client shall be entitled to withdraw from the contract following the fruitless expiry of a grace period of at least 20 days set in writing, unless the dispatch is delayed at the Client’s request or due to the Client’s failure to fulfil its obligations under the contract. If the contractor falls into default through its own fault, the client may, provided it can prove that it has suffered loss as a result of the delay, claim compensation of up to 0.5 per cent of the outstandingoutstanding gross contract sum for each full week of delay, up to a maximum of 5 per cent of the outstanding gross contract sum in total. Any other or further claims for compensation by the Client in the event of delayed deliveries are excluded, even after the expiry of a grace period set for the Contractor, unless the Contractor’s delay is due to wilful misconduct or gross negligence. The right to withdraw from the contract following the fruitless expiry of a grace period set for the contractor remains unaffected.

5. The delivery time applies to deliveries within Germany. Working days are defined as Monday to Friday, excluding public holidays. In the case of payment in advance, the delivery period begins upon receipt of payment.

III. Shipping, Transfer of Risk

1. Risk shall pass to the customer upon dispatch of the goods, even if carriage paid has been agreed. If dispatch is delayed through the fault of the customer, risk shall pass to the customer from the date on which the goods are ready for dispatch.

2. The route and mode of transport shall be determined by the Contractor, unless otherwise specified by the Client.

IV. Prices and Payments

1. Unless otherwise stated, prices in dealings with businesses are exclusive of the value added tax applicable on the date of invoicing. Prices are ex works and exclude packaging, unless otherwise agreed.

2. Payment terms must be agreed in writing. Unless otherwise agreed, invoice amounts are due immediately and payable net cash.

3. The Client may only set off claims that are undisputed or have been established by a final and binding judgement. Furthermore, a right of retention may only be exercised if the Client’s counterclaim is based on the same contractual relationship.

4. For orders of dangerous goods on www.chemiekontor.de, a flat-rate shipping fee of €4.00 (net) applies per item.

V. Retention of title

1. Title to all deliveries shall remain reserved until the purchase price has been paid and until all payments arising from the supply contract and the entire business relationship, including interest and the costs of any legal proceedings, have been received. The goods delivered shall remain subject to retention of title and shall remain the property of the Contractor. The Client may neither pledge the delivered goods nor assign them as security; the Client must store and insure them properly. In the event of attachment, seizure or other dispositions by third parties, the Client must notify the Contractor without delay.

2. If goods subject to retention of title are processed by the Client into a new item, such processing shall be carried out on behalf of the Contractor without the Contractor being bound thereby; the new item shall become the property of the Contractor. Where processing is carried out together with goods not belonging to the contractor, the contractor shall acquire co-ownership of the new item in proportion to

of the value of the goods subject to retention of title to that of 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 the Contractor in accordance with Sections 947 and 948 of the German Civil Code (BGB), the Contractor shall become a co-owner in accordance with the statutory provisions. If the Client acquires sole ownership as a result of combination, mixing or blending, they hereby transfer co-ownership to the Contractor in proportion to the value of the goods subject to retention of title in relation to the other goods at the time of combination, mixing or blending. In such cases, the Client shall store, free of charge, the item owned or co-owned by the Contractor, which shall also be deemed to be goods subject to retention of title within the meaning of the following provisions.

3. If goods subject to retention of title are incorporated by the Customer as an essential component, the Customer hereby assigns to the Contractor, with priority over all other claims, any claims for payment arising against third parties or other interested parties in an amount equal to the value of the goods subject to retention of title, together with all ancillary rights; the Contractor accepts the assignment. The aforementioned provisions shall apply mutatis mutandis.

4. The Customer is only entitled and authorised to resell, use, install, mix, combining or blending the goods subject to retention of title only in the ordinary, proper course of business and only on condition that the claim within the meaning of the aforementioned paragraphs is actually transferred to the contractor. The Client 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. The Client is obliged to secure the Contractor’s rights in the event of resale of the goods subject to retention of title to the extent of the purchase price claim.

5. The Contractor authorises the Client, subject to revocation, to collect the claims assigned in accordance with the aforementioned paragraphs. The Contractor shall not exercise its own right of collection as long as the Client fulfils its payment obligations. At the Contractor’s request, the Client shall identify the debtors of the assigned claims and notify them of the assignment; the Contractor is authorised to notify the debtors of the assignment itself.

6. If the value of the security provided exceeds the claims by more than 10 per cent, the Contractor shall be obliged, to that extent, to retransfer or release the security at the Client’s request.

VI. Warranty and Liability for Defects

1. The obligations to inspect and give notice of defects set out in Section 377 of the German Commercial Code (HGB) apply without restriction to merchants. Furthermore, all obvious defects, shortfalls or incorrect deliveries must be reported in writing without delay, but no later than within 7 working days of delivery, and in any event before processing, mixing or blending. At the same time as the complaint is made, a sample of the goods in question must be sent to the contractor, specifying the order number and date, as well as the time of delivery and the container number. The contractor must be given the opportunity to inspect the goods in question.

2. The warranty shall be fulfilled, at the Contractor’s discretion, either by rectifying the defect or by delivering goods free from defects. The Client must grant the Contractor reasonable time and opportunity to remedy the defect. If the Contractor allows a reasonable grace period to elapse without remedying the defect, or if the Contractor unjustifiably refuses to provide subsequent performance, the Client shall have the right, at its discretion, to withdraw from the contract or to reduce the agreed remuneration. Excluded from the warranty and liability are damages resulting from natural wear and tear, as well as damages occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain or the use of unsuitable operating materials.

3. Deviations within the tolerances specified by DIN standards or other technical regulations do not, as a rule, constitute a material defect; any reference to DIN standards or other technical regulations is, as a rule, intended to provide a more detailed description of the goods and does not constitute a representation or warranty on the part of the Contractor, unless such a representation or warranty has been expressly agreed.

4. Any further claims by the Client against the Contractor and its vicarious agents are excluded, in particular claims for compensation for damage not caused to the delivery item itself. The foregoing limitation of liability shall not apply in cases of wilful misconduct, gross negligence or the absence of guaranteed characteristics, nor in the event of injury to life, limb or health. Where the Contractor negligently breaches a cardinal contractual obligation, liability for property damage or personal injury shall be limited to the sum insured under the Contractor’s liability insurance; the Contractor is prepared to provide the Client with information regarding the sum insured upon request. The aforementioned limitations and exclusions of liability set out herein, as well as those in Sections VI and VII, do not affect the Client’s claims under Section 439(3) of the German Civil Code (BGB) (compensation for installation and removal costs) and Section 635(2) of the German Civil Code (BGB), as well as the Client’s rights of recourse under Section 445a of the German Civil Code (BGB).

VII. Liability

1. Any liability for damages beyond that provided for in the aforementioned Section VI is excluded, irrespective of the legal nature of the claim asserted. The foregoing does not apply to claims under the Product Liability Act or to claims arising from initial inability to perform or impossibility for which the party is responsible. The limitations and exclusions of liability set out in Clauses VI and VII of these Terms and Conditions shall also apply mutatis mutandis to claims arising from advice, information or details provided in printed matter, whether before or after the conclusion of the contract, or from a breach of ancillary contractual obligations.

2. Insofar as the Contractor’s liability is excluded or limited, this shall also apply to the liability of the Contractor’s employees, staff, representatives and vicarious agents.

VIII. Final Provisions

If the Customer is a trader, a legal person governed by public law or a special fund under public law, the place of performance and the place of jurisdiction shall be the court having jurisdiction over the Contractor’s registered office. The Contractor is also entitled to bring legal proceedings at the Customer’s registered office. The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.

(As at January 2020)