Conditions of sale and delivery
As a basic rule, we supply entrepreneurs within the meaning of § 14
BGB (German Civil Code), legal entities under public law and funds
under public law only according to the following conditions of sale and
delivery. The validity of other conditions – in particular purchasing
conditions of the purchaser – require our previous, explicit written
confirmation (§ 1a, sentence 4).
§ 1 Offer and acceptance
a) Our offers are without engagement. Orders are first binding for us
when and to the extent that we have confirmed them in writing or
started their execution. Verbal agreements, assurances and
guarantees of our employees – with the exception of executive
bodies and holders of a general commercial power of attorney – in
connection with the closure of the contract first become binding
with our written confirmation. The waiver of this requirement of
written form must also be made in writing. Telefax and Email fulfil
the written form requirements.
b) Supplementary remarks describing the goods such as “about the
same”, “as previously supplied”, “as in the past” or similar remarks
in our offers only relate to the quantity or to the quality of the goods,
not however to the price. We shall understand such remarks in
orders we receive from our purchasers correspondingly.
c) Quantity volumes are approximations. For deliveries in mounted
tanks, tankers and silo vehicles, deviations of 10 % +/- are as per
agreement. Such volume deviations increase or reduce the agreed
purchase price accordingly.
§ 2 Purchase price and payment
a) Our prices are always subject to addition of VAT, in particular in
consideration of the delivery location in question. The price
calculation is made on the basis of the volume or weight
determined by us or our suppliers. It can however made on the
basis of the volumes or weights determined by the recipient if this
determination is carried out using calibrated instruments and the
goods have been transported at our risk.
b) The purchase price is due upon delivery of the goods net without
deduction – insofar as nothing else has been agreed in writing (§
1a, sentence 5).
c) If the payment date expires without payment, we can charge default
interest of 5 percentage points above the basic interest rate.
d) In the case of default, we charge default interest at the rate of 9
percentage points above the basic lending rate as well as an
additional lump sum of 40,-- euros. We reserve the right to claim for
any further damage which may have occurred.
e) Cheques and bills of exchange are accepted as conditional payment
and after corresponding agreement. Any bank fees involved in
payment procedures are for the account of the purchaser.
f) The seller is only entitled to withhold or offset to the extent that his
counter-claims are undisputed or legally determined, derive from
the same contractual relationship, or would authorize him to refuse
performance according to § 320 of the German Civil Code (BGB).
g) If the purchaser is in arrears in paying an invoice, in particular if he
terminates payments or if a cheque is not covered, or if facts
become known to us which question his creditworthiness, then all
valid claims from the current business relationship become due
immediately – irrespective of any acceptance of bills of exchange
/cheques. We are further entitled to demand prepayments or
securities. Furthermore, we are entitled to withhold, either partially
or entirely, deliveries not only from the agreement in question but
from any other agreement with the customer and demand
immediate cash on delivery for all supplies.
§ 3 Delivery
a) The agreed delivery periods and dates are always considered to be
approximate unless a fixed date has been specifically agreed in
writing (§ 1a, sentence 5).
b) For deliveries which do not come from our premises (drop shipment
business), delivery dates and periods are considered to have been
fulfilled if the goods leave the supplying location in time for them to
reach their destination on time allowing for the usual shipping
c) Occurrences of force majored – including public legal restrictions,
strikes and lockouts – entitle us to withdraw from contracts. In such
cases, no damages for breach of duty may be claimed. This also
applies when, through no fault of our own, goods from our suppliers
are late in arriving. We are obliged to inform the purchaser about
such events without delay.
d) We are not liable for inability or delays in fulfilling delivery
obligations, if and to the extent that these are caused by
circumstances in the responsibility of the purchaser - in particular
due to his fulfilment of public legal obligations under the valid
version of Directive (EG) No. 1907/2006 (REACH Regulation).
§ 4 Dispatch and acceptance
a) The transport risk from the site of delivery is always for the account
of the purchaser. This also applies in cases where freight is prepaid
or free domicile.
b) By collection from the site of delivery, the purchaser or his agent
must load the vehicle and adhere to the legal requirements
particularly those concerning the transport of hazardous goods.
c) Unloading and storing the goods is always the responsibility of the
d) For deliveries in tankers and mounted tanks, the purchaser is
responsible for ensuring that his tanks or other storage containers
are in technically perfect condition and is also responsible for the
filling connections to his own storage system and, if necessary,
ensuring that the recipient fulfils this obligation. Our obligations are
limited to the operation of the delivery vehicle’s own equipment.
e) Insofar as our employees provide additional assistance, in the
provisions b) and d) above, in unloading or discharging, then these
persons are deemed to be acting at the sole risk of the purchaser
and not on our behalf. Costs resulting from standstill and waiting
times are the responsibility of the purchaser.
§ 5 Packaging
a) Insofar as our deliveries are carried out in loan packaging, these are
to be returned to us the by the purchaser not more than 30 days at
the latest after their arrival at the purchaser. The returned
containers must be empty and in excellent condition and returned
at the purchaser’s cost and risk or, if applicable, be returned free
our vehicle against confirmation of receipt.
b) If the purchaser does not fulfil the obligation according to a) in due
time we are authorised to charge a suitable fee for the time
exceeding 30 days. After then setting a deadline for return with no
result we are further authorised to demand the replacement price of
the container – crediting the aforementioned fee.
c) Fixed labels and markings on packaging may not be removed. Loan
packaging may not be exchanged or refilled. The purchaser is held
liable for deterioration of value due to substitution or loss. The
judgement here is based on our findings upon the arrival of such
loan packaging at our premises. Use of loan packaging as a
storage container or passing it on to third parties is inadmissible
unless this has been previously agreed in writing (§ 1a, sentence
d) In case of delivery in tank wagons, the purchaser, on his own
responsibility, must ensure that they are emptied and retuned to us
or to the given address in proper condition without delay. In cases
of delay in returning them, the costs caused by the delayed return
go to the purchaser’s account.
§ 6 Retention of title
a) The title to the goods (conditional goods) is first transferred to the
purchaser upon full payment of the purchase price and all other
debts including future debts arising from the business connection
with us. This also applies if payments are made against specially
designated debts. If an invoice is still outstanding the retained title
shall serve as a security for the balance due to us.
b) As long as the purchaser correctly performs his obligations towards
us he is authorised to further use conditional goods in normal
business practice under the proviso that his claims from the resale
according to e) are transferred to us.
c) If the purchaser fails to fulfil his payment obligations, even after
being given more time, we are authorised to claim repossession of
the conditional goods without granting further payment time and
without notice of cancellation. If necessary, we are entitled to enter
the purchaser’s premises for the purpose of seizing the goods.
d) Processing or conversion of the conditional goods is carried out on
our behalf without putting us under any obligation. We are
considered the manufacturer in the sense of § 950 BGB (German
Civil Code) and acquire ownership of the intermediate and end
products in proportion to the invoice value of our conditional goods
to the invoice values of the third party goods; to this extent, the
purchaser holds in safe custody, on our behalf and free of charge.
The same applies to combination or mixing of conditional goods
with third party goods in the sense of §§ 947, 948 BGB.
e) As security for all our claims, the purchaser hereby assigns to us
any claims arising from resale of the conditional goods to third
parties. If the purchaser sells goods of which we only have partial
ownership according to letter d), he assigns to us his claims
against third parties in the corresponding partial sum. If the
purchaser uses the conditional goods within the scope of a contract
of work (or similar agreement), the purchaser assigns the
corresponding claim to us.
f) In the normal course of business, the purchaser is entitled to collect
claims arising from the further use of conditional goods. If facts
come to our knowledge which indicate a significant deterioration in
the purchaser’s financial situation, then, upon request from us, the
purchaser must inform his customers of the assignment, refrain
from disposing of the debts in any way, give us all the necessary
information about his inventory of goods which are our property and
the claims assigned to us, and shall provide us with the necessary
documents to enforce the assigned claims. We must be informed
immediately about any third party seizure of the conditional goods
or the assigned claims.
g) If the value of our securities exceeds the total claim against the
purchaser by more than 50 %, then, at the request of the
purchaser, we are obliged to release excess securities of our
§ 7 Liability for defects
a) The due internal and external properties of the goods are
determined according to the agreed specifications, in case these are
lacking then according to our product descriptions, labelling and
specifications, in case these are lacking then according to normal
trade practice. References to norms or similar regulations,
information in safety data sheets, information on the applicability of
the goods and statements in advertisements are neither warranties
nor guarantees. The same applies to conformity declarations. In
particular, pertinent identified uses according to the REACH
Regulation (EG) No. 1907/2006 represent neither an agreement
concerning a corresponding contractual property nor a contractually
b) If we provide consultation to the purchaser either verbally, in writing
or through experiment, this occurs to our best knowledge however
without own liability. Furthermore, this does not exempt the
purchaser from the duty to inspect the delivered goods himself for
suitability for the intended processes and purposes.
c) The legal provisions, such as e.g. § 377 HGB (German Commercial
Code), apply for the inspection of the goods and notification of
defects with the proviso that the purchaser has to inform us of
defects in writing (§ 1a, sentence 5). If the goods are delivered in
packages the customer must in addition check the labelling of each
individual package to ensure that it corresponds with the order.
Moreover, before discharging, the purchaser must make sure that
the contents correspond to the order by taking a sample according
to usual commercial practice.
d) After justified notification of defect in due time, at our choice, we can
either remove the defect or supply defect-free goods
(supplementary performance). If the supplementary performance
does not come about or is refused, then the purchaser may exercise
his legally prescribed rights. If the defect is not substantial and/or
the goods have already been sold, processed or transfigured, then
the purchaser is only entitled to the right of reduction.
e) Further claims are excluded according to the provisions of § 8. This
applies in particular to claims for damages which are consequential
to defects and not on the goods themselves.
§ 8 General liability limitation and time limitation
a) Regarding the infringement of contractual and non-contractual
obligations, in particular regarding impossibility, delay, culpa in
contrahendo and tortuous acts, we are only liable - also for our
executive managers and other agents - only in cases of deliberate
intent and gross negligence, limited to the contract-inherent damage
foreseeable when the contract was concluded. Otherwise, we
exclude our liability for damages consequent to defects.
b) These restrictions are not applicable in case of culpable violation of
substantial contractual obligations if the achievement of the objective
of the contract is at risk, in cases of compulsory liability according to
the Product Liability Act, in case of injury to life, person and health, and
also if we have fraudulently concealed defects of the goods or
guaranteed the absence of defects. Regulations on the burden of proof
remain unaffected here.
c) Unless otherwise agreed, contractual claims that the buyer has
against us, because of and in connection to the delivery of goods or
our other services, expire one year after delivery of the goods. This
does not affect our liability arising from intentional and grossly
negligent breaches of obligation, culpably effected damage to life,
body and health.
§ 9 REACH
If the purchaser notifies us of a use according to Article 37.2 of the
Directive (EG) No. 1907/2006 of the European Parliament and the
Council on registration, evaluation, authorisation and restriction of
chemical substances (REACH Regulation) which requires an
updating of the registration or substance safety data report, or
another obligation under the REACH Regulation, the purchaser
bears all verifiable expenditure. We are not liable for any delivery
delays resulting from the notification of this use and the fulfilment of
the corresponding obligations according to the REACH Directive. In
case, for reasons of health or environmental protection, it is not
possible to include this use as an identified use, and should the
purchaser intend, contrary to our advice, to use the goods in a
manner we discourage, we can withdraw from the contract. The
purchaser cannot deduce any rights against us from the abovementioned
§ 10 Place of jurisdiction, applicable law, salvatory clause
a) The place of jurisdiction is, at our choice, the seat of our company or
that of the purchaser.
b) The law of the Federal Republic of Germany applies excluding the
UN purchasing regulations in the version current at the time (United
Nations Convention on Contracts for the International Sale of
Goods, CISG, dated 11th April 1980).
c) In case any part of the above clauses should be or become
ineffective, such provisions are to be replaced by provisions which
come as close as possible to the original commercial purpose of
the contract – taking appropriate account of the interests of both