Our shipping and payment conditions

I. Conclusion of contract

1. the contractor delivers exclusively under these terms and conditions. The Customer'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. Subsidiary agreements shall only be effective if they have been confirmed in writing.

2. an order shall only be deemed accepted when it is confirmed by the Contractor or immediately executed.

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

II Delivery time

1. information on delivery times (deadlines and dates) are only binding if they have been agreed in writing. Delivery periods shall commence on the date of the order confirmation, but only once all details of execution 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, riot, strike, lockout or the occurrence of unforeseen obstacles that are beyond the control of the contractor, shall extend the delivery period appropriately, even if they occur during a delay in delivery. The same shall apply if official authorisations or other approvals or information from the Customer required for the execution of the delivery are not received in good time; the same shall apply in the event of subsequent changes to the order.

4. in the event of a delay in delivery, the client shall be entitled to withdraw from the contract after the unsuccessful expiry of a grace period of at least 20 days set in writing, unless dispatch is delayed at the request of the client or due to the client's non-compliance with obligations under the contract. If the Contractor is in default through its own fault, the Client may demand compensation of a maximum of 0.5 per cent of the gross order value in arrears for each full week of delay, but no more than a total of 5 per cent of the gross order value in arrears, provided that it can prove that it has suffered damage as a result of the delay. Other or further claims for compensation by the Client are excluded in cases of delayed deliveries, even after expiry of a grace period set for the Contractor, unless the Contractor's delay is due to intent or gross negligence. The right to withdraw from the contract after the fruitless expiry of a grace period granted to the Contractor remains unaffected.

III Shipping, transfer of risk

1. the risk shall pass to the customer upon dispatch of the goods, even if carriage paid delivery has been agreed. If dispatch is delayed through the fault of the customer, the risk shall pass to the customer from the day 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. the prices in dealings with entrepreneurs are, unless otherwise stated, plus the value added tax applicable on the day of invoicing. Prices are ex works excluding 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 offset claims that are undisputed or have been legally established. Furthermore, a right of retention may only be exercised if the client's counterclaim is based on the same contractual relationship.

4. a flat-rate shipping fee of € 4.00 net per item will be charged for orders of dangerous goods items on www.chemiekontor.de.

V. Retention of title

1. title to all deliveries shall remain reserved until payment of the purchase price and until receipt of all payments arising from the delivery contract and the entire business relationship, including interest and costs of any legal action. The delivered goods shall remain the property of the Contractor. The Client may neither pledge the delivered goods nor assign them as security; he must store and insure them properly. In the event of seizure, confiscation or other dispositions by third parties, the Customer must inform the Contractor immediately.

2. if goods subject to retention of title are processed by the customer into a new item, the processing shall be carried out for the contractor without the contractor being obliged to do so; the new item shall become the property of the contractor. In the event of processing together with goods not belonging to the Contractor, the Contractor shall acquire co-ownership of the new item in the ratio of

of the value of the reserved goods in relation 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 the Contractor in accordance with Sections 947, 948 BGB, the Contractor shall become co-owner in accordance with the statutory provisions. If the Customer acquires sole ownership by combining, mixing or blending, it hereby assigns co-ownership to the Contractor in the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. In such cases, the Customer shall store 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, free of charge.

3. if goods subject to retention of title are installed by the customer as an essential component, the customer hereby assigns the claims for remuneration arising against the third party or the party concerned in the amount of the value of the goods subject to retention of title with all ancillary rights with priority over the rest; the contractor accepts the assignment. The aforementioned provisions shall apply accordingly.

4. the Client shall only be entitled and authorised to resell, use or install, mix, combine or blend the goods subject to retention of title in the ordinary course of business and only on condition that the claim within the meaning of the aforementioned paragraphs is actually transferred to the Contractor. The Customer shall not be authorised to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security. He shall be obliged to secure the rights of the Contractor in the event of resale of the reserved goods in the amount 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 make use of its own authorisation to collect as long as the Customer meets its payment obligations. At the Contractor's request, the Customer shall name 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 securities granted exceeds the claims by more than 10 per cent, the contractor shall be obliged to retransfer or release them at the request of the client.

VI Warranty and liability for defects

1. the inspection and complaint obligations of § 377 HGB apply to merchants without restriction. In addition, all obvious defects, shortages or incorrect deliveries must be reported in writing immediately, but at the latest within 7 working days of delivery, but in any case before processing, mixing or blending. At the same time as the complaint, a sample of the goods complained about must be sent to the Contractor, stating the order number and date as well as the time of delivery and container number. The Contractor must be given the opportunity to inspect the rejected goods.

2. the warranty shall be provided at the Contractor's discretion by remedying the defect or delivering a defect-free item. The Customer shall grant the Contractor reasonable time and opportunity for subsequent fulfilment. If the Contractor allows a reasonable period of grace to elapse without remedying the defect or if the Contractor refuses subsequent fulfilment without justification, the Customer 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 such damages that are based on natural wear and tear as well as damages that occur after the transfer of risk as a result of incorrect or negligent handling, excessive use and unsuitable operating materials.

3. deviations within the tolerances of DIN standards or other technical regulations do not constitute a material defect; a reference to DIN standards or other technical regulations generally includes the more detailed description of the goods and does not constitute an assurance or guarantee by the Contractor, unless such an assurance or guarantee has been expressly agreed.

4. further claims of the client against the contractor and its vicarious agents are excluded, in particular for compensation for damage that has not occurred to the delivery item itself. The above limitation of liability shall not apply in cases of wilful intent, gross negligence or the absence of guaranteed characteristics or in the event of injury to life, limb or health. If the Contractor negligently breaches a material contractual obligation, the obligation to pay compensation for damage to property or personal injury shall be limited to the amount covered by the Contractor's liability insurance; the Contractor is prepared to provide the Client with information about the amount covered on request. The above-mentioned limitations and exclusions of claims and liability in this section and in sections VI. and VII. shall not affect the Client's claims under Section 439 (3) BGB (reimbursement of installation and removal costs) and Section 635 (2) BGB and recourse claims under Section 445 a BGB.

VII Liability

1. any further liability for damages than provided for in the aforementioned clause VI. is excluded, irrespective of the legal nature of the claim asserted. The above provision does not apply to claims under the Product Liability Act and claims due to initial inability or impossibility for which we are responsible. The limitations of liability and exclusions of Sections VI. and VII. of these Terms and Conditions shall also apply accordingly to claims arising from advice, information, statements in printed matter or breach of ancillary contractual obligations prior to or after conclusion of the contract.

2. to the extent that the Contractor's liability is excluded or limited, this shall also apply to the liability of the Contractor's employees, workers, staff, representatives and vicarious agents.

VIII Final provisions

If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of fulfilment and jurisdiction shall be the court responsible for the Contractor's registered office. The Contractor shall also be entitled to bring an action at the Customer's principal place of business. 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 of 01/2020)