AGB
§ 1 Scope of application
These conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB (German Civil Code). We shall only recognise any terms and conditions of the customer which conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing. These terms and conditions of sale shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer in accordance with § 145 BGB, we may accept it within two weeks by means of an order confirmation in text form. In this respect, it is agreed that the order confirmation has the legal effect of a commercial letter of confirmation. In particular, it follows from this that if the order confirmation deviates from the order, the customer must notify us of this immediately after receipt of the order confirmation.
§ 3 Prices and payment
Unless otherwise agreed in writing, our prices apply ex works Bischofsheim, excluding packaging and transport insurance, plus value added tax at the applicable rate. Costs of packaging and for a transport insurance requested by the customer will be invoiced separately. If no express price agreement has been made, the prices from our price list valid at the time of order confirmation shall apply.
Any import duty and the costs of customs clearance shall be borne by the customer and, if assumed by us, additionally reimbursed by us.
Any official approvals necessary for the export of the goods to be delivered by us abroad, in particular from the Federal Office for Trade and Industry, must be obtained by the customer in his own name and for his own account. The refusal of the export permit does not entitle the customer to withdraw from the contract.
Payment of the purchase price shall be made exclusively to the account specified in the order confirmation. The deduction of a discount is only permissible if a special written agreement has been made.
Unless otherwise agreed, the purchase price shall be paid within 30 days of delivery. Interest on arrears shall be charged at the statutory interest rate applicable to transactions between entrepreneurs. The assertion of a higher damage caused by default remains reserved.
Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after conclusion of the contract as agreed.
§ 4 Delivery time
Unless expressly agreed otherwise, the delivery periods stated by us are non-binding and presuppose punctual self-delivery from our suppliers.
If the goods are dispatched to the customer at the latter’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory or warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
Furthermore, we shall not be liable for the delay caused by the freight forwarder or the shipping company or a delivery before a desired date, insofar as we have dispatched the goods to be delivered in such good time that punctual or desired delivery could be expected under normal conditions.
§ 5 Reservation of title
We reserve title to the delivered item until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of purchase if the customer behaves contrary to the terms of the contract.
The customer is obliged to treat the object of sale with care as long as ownership has not yet been transferred to him. In particular, he shall be obliged to insure the goods at his own expense against theft, fire and water damage at replacement value, insofar as the sale involves high-quality goods. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims against the buyer arising from the resale of the reserved goods in the amount of the invoice agreed with us.This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for insolvency or suspended payments.
The treatment and processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and stores the resulting sole ownership or co-ownership for us.
We undertake to release the securities to which we are entitled at the customer’s request if their value exceeds the claims to be secured by more than 20%.
§ 6 Reproduction of our products, confidentiality, infringement of property rights
Our products are often subject to patent, utility or design patent and/or trademark protection. Irrespective of the protectability of the product, the customer undertakes not to attempt or carry out any reengineering of our products.
The same shall apply mutatis mutandis if the customer learns of product or raw material formulations or their consistency through us or third parties, whether intentionally or accidentally. Insofar as such information has been provided by us, it is subject to confidentiality and the customer undertakes not to pass such information on to third parties and to use it only for the purpose for which it was communicated to him.
The provisions mentioned in § 6 shall not apply if such information is already generally known or published.
In the event of an alleged infringement of property rights by us or one of our products, which is reported to the customer, we must be informed immediately and legal countermeasures coordinated with us.
§ 7 Warranty, Notice of Defects, Statute of Limitations and Disclaimer
The customer shall bear the risk of the usability of the chemicals supplied for the purposes intended by him, insofar as he treats, treats or uses the goods differently or in any other way than specified by us in the safety data sheet, the product description, the application instructions or during the product consultation. This also includes the timely or early consumption or use of products with expiry dates whose chemical composition changes as a result of decomposition, decomposition or oxidation processes, unstable chemical compounds or similar natural processes over time.
If the customer notifies us of a use in accordance with Regulation (EC) No. 1907/2006 of the European Parliament and of the Council on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation) which requires an update of the registration or of the chemical safety report or which triggers another obligation for us in accordance with the REACH Regulation, the customer shall bear all verifiable expenses for this. Liability for impossibility or delays in delivery resulting from such an obligation on our part under the REACH Regulation is excluded. The same shall apply mutatis mutandis in the event of impossibility of or delay in fulfilling delivery obligations if and to the extent that such impossibility or delay is due to circumstances caused by the customer, in particular to the fact that the customer has to fulfil its own obligations under public law in connection with the REACH Regulation as amended from time to time.
Warranty rights of the purchaser require that he has duly fulfilled his obligations to inspect and give notice of defects according to § 377 HGB (German Commercial Code).
If, despite all due care taken, the delivered goods exhibit a defect which already existed at the time of transfer of risk, we shall, at our discretion and subject to timely notification of the defect, either repair the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time.
Prior to any return of the goods, our consent must be obtained and our shipping and safety instructions must be observed.
If subsequent performance is not possibleThis assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for insolvency or suspended payments.
The treatment and processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and stores the resulting sole ownership or co-ownership for us.
We undertake to release the securities to which we are entitled at the customer’s request if their value exceeds the claims to be secured by more than 20%.
§ 6 Reproduction of our products, confidentiality, infringement of property rights
Our products are often subject to patent, utility or design patent and/or trademark protection. Irrespective of the protectability of the product, the customer undertakes not to attempt or carry out any reengineering of our products.
The same shall apply mutatis mutandis if the customer learns of product or raw material formulations or their consistency through us or third parties, whether intentionally or accidentally. Insofar as such information has been provided by us, it is subject to confidentiality and the customer undertakes not to pass such information on to third parties and to use it only for the purpose for which it was communicated to him.
The provisions mentioned in § 6 shall not apply if such information is already generally known or published.
In the event of an alleged infringement of property rights by us or one of our products, which is reported to the customer, we must be informed immediately and legal countermeasures coordinated with us.
§ 7 Warranty, Notice of Defects, Statute of Limitations and Disclaimer
The customer shall bear the risk of the usability of the chemicals supplied for the purposes intended by him, insofar as he treats, treats or uses the goods differently or in any other way than specified by us in the safety data sheet, the product description, the application instructions or during the product consultation. This also includes the timely or early consumption or use of products with expiry dates whose chemical composition changes as a result of decomposition, decomposition or oxidation processes, unstable chemical compounds or similar natural processes over time.
If the customer notifies us of a use in accordance with Regulation (EC) No. 1907/2006 of the European Parliament and of the Council on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation) which requires an update of the registration or of the chemical safety report or which triggers another obligation for us in accordance with the REACH Regulation, the customer shall bear all verifiable expenses for this. Liability for impossibility or delays in delivery resulting from such an obligation on our part under the REACH Regulation is excluded. The same shall apply mutatis mutandis in the event of impossibility of or delay in fulfilling delivery obligations if and to the extent that such impossibility or delay is due to circumstances caused by the customer, in particular to the fact that the customer has to fulfil its own obligations under public law in connection with the REACH Regulation as amended from time to time.
Warranty rights of the purchaser require that he has duly fulfilled his obligations to inspect and give notice of defects according to § 377 HGB (German Commercial Code).
If, despite all due care taken, the delivered goods exhibit a defect which already existed at the time of transfer of risk, we shall, at our discretion and subject to timely notification of the defect, either repair the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time.
Prior to any return of the goods, our consent must be obtained and our shipping and safety instructions must be observed.
If subsequent performance is not possible