AGB

1 Applicability

These General Terms and Conditions of Sale shall apply only towards merchants, legal entities under public law or funds under public law pursuant to Section 310 (1) of the German Civil Code (BGB). We will only accept terms and conditions of the buyer that conflict with or deviate from our General Terms and Conditions of Sale if we expressly agree to the applicability of such in writing. These General Terms and Conditions of Sale shall also apply to all future business transactions with the buyer insofar as similar legal transactions are concerned.

2 Offer and Contract Conclusion

If an order is to be viewed as an offer pursuant to Section 145 of the German Civil Code (BGB), we may accept it within two weeks by means of an order confirmation in text form. The order confirmation shall have the legal effect of a commercial letter of confirmation. Accordingly, if the order confirmation should deviate from the order, the buyer shall without delay object to this upon receipt of the order confirmation.

3 Prices and Payment

Unless agreed otherwise in writing, our prices are quoted ex works Bischofsheim, exclusive of packaging and transport insurance and exclusive of the applicable VAT. The cost of packaging and transport insurance, if requested by the buyer, will be billed separately. Unless an express price agreement is concluded, the prices from our price list that is valid at the time of the order confirmation shall apply.

Any import customs duty and the cost of customs clearance shall be borne by the buyer and, if paid by us, be refunded additionally.

Any official permits that may be required for the export of the goods to be delivered by us, including but not limited to permits of the Federal Office for Economic Affairs and Export Control (BAFA), shall be obtained by the buyer on his own behalf and for his own account. Refusal of the export licence does not entitle the buyer to withdraw from the contract.

The purchase price shall be paid exclusively to the bank account specified in the order confirmation. Deduction of cash discount shall be permissible only if expressly agreed in writing.

Unless agreed otherwise, the purchase price shall be payable within 30 days of the delivery. Default interest will be charged in the amount of the interest rate applicable to business transactions among merchants. This does not affect our right to assert a higher damage due to the delay.

Unless a fixed price is agreed, we reserve the right to change the prices to a reasonable extent due to changed labour, material and distribution costs for goods that, according to the agreement, are to be delivered three months or later after the conclusion of the contract.

4 Delivery Time

Unless expressly agreed otherwise, the delivery times specified by us are not binding and are conditional upon our being duly supplied by our upstream suppliers.

If the goods are shipped to the buyer at his request, the risk of accidental loss or accidental deterioration of the goods will pass to the buyer upon dispatch to the buyer, at the latest when the goods leave the factory or warehouse. This shall apply regardless of whether the goods are shipped from the place of fulfilment or by whom the freight costs are borne.

Moreover, we do not accept any liability for delays or delivery prior to a requested date if this is caused by the forwarder or freight company although we dispatched the goods to be delivered in due time so that under normal conditions, the delivery would have been made in time or on the requested date.

5 Retention of Title

The goods delivered by us will remain our property until all claims from the supply contract are fully paid. This shall also apply to all future deliveries, even if we do not always expressly mention this. We may take back the purchased goods if the buyer acts in breach of the contract.

As long as the ownership has not passed to the buyer, the buyer shall treat the purchased goods with care. In particular, in the case of sale of high-value goods, the buyer shall adequately insure the goods against theft, fire and water damage at his own expense. As long as the ownership has not passed to the buyer, the buyer shall inform us without delay in writing in case the delivered goods are seized or affected by other types of third-party access. If the third party is unable to reimburse us for the judicial and extrajudicial costs of legal action pursuant to Section 771 of the German Civil Procedure Code (ZPO), the buyer shall be liable for our loss.

The buyer is entitled to resell the goods subject to retention of title in the course of his normal business operations. The buyer proactively assigns his claims against the customer from the resale of the goods subject to retention of title to us in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply regardless of whether the purchased goods have been resold without or after being processed. The buyer remains authorised to collect the claim even after the assignment. This does not affect our authorisation to collect the claim directly. However, we will not collect the claim as long as the buyer fulfils his payment duties from the proceeds received, is not in default of payment and, in particular, no request for institution of insolvency proceedings has been filed and the buyer is not bankrupt.

The processing or transformation of the purchased goods by the buyer always takes place on our behalf and by order of us. In this case, the buyer’s expectancy to the purchased goods will continue in the transformed goods. If the purchased goods are processed with other items that do not belong to us, we will become co-owner of the new goods in the ratio of the objective value of the purchased goods belong to us to the other processed items at the time of the processing. The same shall apply in the event of blending. In case the blending takes place in such a way that the item of the buyer must be considered as the main item, the parties hereby agree that the buyer shall transfer pro-rata co-ownership to us and hold the sole ownership or co-ownership in custody on our behalf.

We undertake to release collateral that we are entitled to at the request of the buyer if its value exceeds the claims by more than 20 percent.

6 Reengineering of Our Products, Confidentiality, Violation of Property Rights

Many of our products are subject to patent, utility model, design and/or brand and trademark protection. Regardless of whether or not the product is capable of being protected, the buyer undertakes not to reengineer our products or attempt to do so.

The same shall apply analogously if the buyer intentionally or incidentally learns of the formulation of products or of source substances or their consistency from us or third parties.

Where such information has been given by us, it shall be kept confidential, and the buyer undertakes not to forward such information to any third parties and to use them only for the purpose for which it has been shared with him.

The provisions mentioned in section 6 shall not apply if such information is already publicly known or has been published.In the event of an alleged breach of property rights by us or one of our products, due to which the buyer receives a complaint, we shall be informed immediately, and any legal countermeasures shall be coordinated with us.

7 Warranty, Defect Reports, Statute of Limitations and Disclaimer

The buyer shall bear the risk of usability of the supplied chemicals for the intended utilisation purposes in case he treats or uses the goods in a manner or place other than specified by us in the safety data sheet, in the product description, in the instructions for use or during the product consulting. This also includes the timely or quick consumption or use of products with expiry dates, whose chemical composition changes over time due to decay, degradation or oxidation processes, unstable chemical compounds or similar natural processes.

If the buyer communicates a use according to the Regulation (EC) No 1907/2006 of the European Parliament and of the Council concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), which requires an update of the registration or of the chemical safety report or that triggers another obligation for us under the REACH Regulation, all expenses demonstrably incurred for this shall be borne by the buyer. The liability for impossibility or any delivery delays that may arise due to such an obligation on our part under the REACH Regulation is excluded. The same shall apply analogously in the event of impossibility or delay of the fulfilment of delivery obligations if and to the extent that the impossibility or delay is caused by circumstances for which the buyer is responsible, especially by the fact that the buyer must fulfil obligations under public law in connection with the REACH Regulation in the applicable version.

The buyer’s warranty rights are conditional upon his having duly complied with his inspection and reporting obligations pursuant to Section 377 of the German Commercial Code (HGB).

If, despite the exercised care, the delivered goods have a defect that was already on hand at the time of the risk transfer, we will rectify or replace the goods, as we may choose, provided that the defect has been duly reported. We shall always be given the opportunity to render supplementary performance within a reasonable period.

Before returning the goods to us, our approval shall be obtained, and our shipping and safety instructions shall be observed.

Should the supplementary performance fail, the buyer may – notwithstanding any claims for damages – rescind the contract or reduce the remuneration.

Claims for defects shall not exist in the case of minor deviations from the agreed properties, minor impairment of the usability, natural wear and tear or damage that arises after the risk transfer due to faulty or negligent handling, excessive strain, unsuitable utilities, unsuitable use or application, failure to observe safety regulations, failure to observe information in the safety or product data sheets or special external influences that are not presumed under the contract.

Claims of the buyer due to expenses required for the purpose of supplementary performance, including but not limited to transport, travel, labour and material costs, are excluded insofar as the expenses are higher because the goods delivered by us have later been transported to a location other than the buyer’s premises, unless the transport is in line with their intended use.

The liability for damages due to damage that does not occur directly on the supplied goods, including but not limited to financial damage and property damage to other items, is hereby excluded insofar as the damage is not the result of intent or gross negligence on our part, absence of a guaranteed property, breach of material contractual obligations typical of the contract or default of performance. Our liability under mandatory statutory regulations, especially under the German Product Liability Act (ProdHaftG) or in the event of injury of the life or health of persons, is excluded from the disclaimer. This shall apply analogously with respect to any liability of our employees, representatives or other agents.

Claims for defects will expire 12 months of the transfer of ownership of the goods to the buyer. The statutory limitation period shall apply in the event of claims for damages due to intent or gross negligence or in the event of injury to life, body or health as a result of an intentional or negligent breach of obligations by us.

8 Privacy Policy

We store the data that arise from every order, such as the name, address, e-mail address, order and delivery data, possibly your bank details and the written and e-mail correspondence in accordance with the statutory retention obligations and periods, especially according to tax law, in our databases. Such databases may also be located at external data service providers. In this case, we undertake to protect your data against, loss, unauthorised access or forwarding to third parties within the scope of the diligence duties customary in business dealings. As a matter of principle, these data are not forwarded to any third parties (except the sales partners with whom we have contractual relationships), unless the transmission is mandatory due to statutory provisions. Such data are deleted after regular reviews if the storage of the data is no longer required or appropriate. We reserve the right to assume the appropriateness of continued storage after the end of statutory retention periods for the purpose of resuming or continuing an ongoing business relationship. Please feel free to contact our data protection officer if you have any questions in this regard. On request, our data protection officer can also provide you with information on the use and storage of your data as provided for by law.

9 Miscellaneous

The contracts concluded with us are governed by the laws of the Federal Republic of Germany, under exclusion of the UN Convention on Contracts for the International Sales of Goods (CISG).

The location of our registered office shall be the place of fulfilment and exclusive place of jurisdiction over all disputes from this contract, unless the order confirmation specifies otherwise and unless the buyer is not a company that is registered in the commercial register.

Should individual provisions of the contract concluded with the buyer or of these General Terms and Conditions be or become invalid, the other provisions shall remain unaffected