All deliveries and in connection therewith and pension benefits made solely on the basis of these terms of sale. References made by Buyer to his general terms and conditions are hereby rejected. This sale also apply to all future transactions. Deviations from these Conditions of Sale require the explicit written approval of the Seller.
2. Offer and Acceptance
The Seller’s offers are not binding, but as Auffor- ation to the buyer to understand, to make the seller an offer to purchase. The contract is concluded by Buyer’s order (offer) and Seller’s acceptance. Acceptance differs from the offer, such acceptance constitutes a new non-binding offer of Seller.
3. Product quality, specimens and samples; guarantees
3.1 Unless otherwise agreed, the quality of the goods results exclusively from the product specifications of the seller. Relevant for the goods identified uses according to the Euro- pean REACH does not constitute an agreement on the corresponding contractual quality of the goods nor a presupposed according to the contract use is.
3.2 The properties of specimens and samples are binding only insofar as they been explicitly agreed to define the quality of the goods are. 3.3 Quality and durability and other particulars are only guarantees if they agreed as such and are signified.
4. Support services
If the seller or other advisory Expand support provides gene, this is done in good faith. Information and Training Places to Stay on the suitability and application of the goods shall not relieve the buyer from own tests and experiments, particularly with regard to the suitability of the goods delivered for the buyer intends sichtigten processes and purposes.
5.1 If the seller in the period between contract and delivery generally modify its prices for the product to be delivered or the payment terms, the seller shall be entitled to consult display the delivery day prices or payment terms. In the event of a price increase, the buyer is entitled to withdraw within 14 days after notification of the price increase in the contract.
5.2 For deliveries and services in the EU, the buyer must inform the seller before the transaction has its respective UST- identification number under which he performs the Erwerbsbesteue- tion within the EU.
For non-electronic export declarations with respect to the supplies and services of the Federal Republic of Germany to countries outside the EU that are not carried out or let veran- be provided by the seller, the buyer shall furnish the seller the requisite proof of export for tax purposes. If the proof is not been rendered, he has the additional pay for performance within Germany import VAT of the invoice amount.
6. Delivery and return of packaging
6.1 Delivery takes place in accordance with the laid fixed in the individual contract trade clause, see for their interpretation the INCOTERMS in force at the conclusion of the contract shall apply. Was hit Unless germs ne express agreement, the deliveries take place freight-free gene named place of destination (CPT).
6.2 If the delivery is within Germany, the buyer bears the cost of a possible return (transport for handover point and disposal) of the package. The return location is the address of the designated disposal site by the seller.
7. Transport damage
Complaints due to damage, the buyer immediately against the transportation company with a copy to the seller
ADD-Chem GmbH Germany display within the designated specific deadlines.
8. Compliance with legal provisions
8.1 Unless otherwise agreed in individual cases, the buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.
8.2 The Buyer warrants that he hung in the context of busi- with the seller (in particular when using the contract products and their packaging) always in compliance with all applicable legal norms (in particular in compliance with all tax and exchange control regulations) is.
9. Late payments
9.1 Failure to pay the purchase price when due constitutes an essential breach of contractual obligations.
9.2 If the buyer delayed payment the seller is entitled to demand default interest comparison, namely if invoiced in EUR in the amount of 8% points above the rate applicable at the time of entry delay the announced by the Deutsche Bundesbank base interest, and invoiced in any other currency at the rate of 8% — points above the then applicable discount rate of the main banking institution of the country in whose currency invoiced were de.
10. Buyer’s rights regarding defects
10.1 defective goods that are discovered during routine inspection shall notify the seller within four weeks after receipt of the goods; other defects must be notified to the Seller within four weeks after discovery. Notification must be in writing and record the nature and extent of the shortcomings just described.
10.2 If the goods are defective and Buyer has notified Seller in accordance with item 10.1, Buyer has the statutory rights, provided that:
a) Seller has the right, corresponding to his choice
neither to repair the defect or the buyer a deficient
to provide free goods (subsequent performance).
b) The Seller may make two attempts.
Should these fail or the buyer un- be reasonable, so the buyer can either withdraw from the contract or demand a reduction in price.
c) Paragraph 11 shall apply to claims for damages and for reimbursement of expenses due to a defect.
10.3 Warranty claims of the buyer shall lapse after one year from date of delivery.
Instead of this one-year period apply in the following cases, the statutory limitation periods:
a) in the case of liability for intent,
b) in the case of fraudulent concealment of a defect,
c) for claims against the seller in case of defects
for a product if it has been training as used in accordance with its usual use for a building and has caused its defectiveness,
d) claims for damage resulting from injury to life, limb or health that are based on a negligent breach of duty of the seller or an intentional or negligent breach of duty by a legal representative or agent of the seller
e) claims for other damages based on a grossly negligent breach of duty by the seller or on an intentional or grossly negligent breach of duty by a legal representative or agent of the seller, and
f) in case of recourse of the purchaser under the provisions governing the sale of consumer goods.
11.1 The seller is liable for damages in principle to the statutory provisions. In the case of simple negligent breach of fundamental contractual obligations, Seller’s liability is limited, however, to compensation for typical, foreseeable damages; in the case of simple negligent violation of fundamental contractual obligations is not excluded a liability of the seller.
Registered Office: 63505 Langenselbold, Jurisdiction Frankfurt am Main, Registration Number HRB 93735
General conditions of sale
General sales ADD-Chem GmbH Germany
Registered Office: 63505 Langenselbold, Jurisdiction Frankfurt am Main, Registration Number HRB 93735
V orstehende limitations will not apply to damages resulting from injury to life, limb or health.
11.2 The seller is not liable in case of impossibility or delay in the performance of its supply obligations if the impossibility or the delay of being triggered by Buyer proper observance of public service obligations in connection with the European Chemicals Regulation REACH.
Buyer may set-off against claims of the seller only nen with uncontested or legally established counterclaim.
If there are reasonable doubts about the solvency of the buyer, especially in the case of payment arrears, already granted credit terms, the seller may, subject to further claims, revoke and make further deliveries dependent on advance payments or other security depends.
14. Retention of title
14.1 The goods until full payment of all claims from the business relationship with the buyer ownership of the seller.
14.2 If the buyer delayed payment the seller is to demand the temporary surrender of the property of the seller goods even without rescinding the sales agreement and without granting an extension at the expense of the purchaser.
14.3 If the value of securities exceeds the claims of the seller by more than 10%, the seller shall release the buyer’s request securities at his discretion.
If the buyer is in the territory of the Federal Republic of Germany sig area residents, also the following shall apply:
14.4 In case of processing the goods from the seller by the buyer, the seller shall be deemed manufacturer and the seller acquires co-ownership in proportion to the invoice value of his goods to the other materials.
14.5 If in the case of combination or mixing of the goods from the seller with a buyer beware this view be regarded as main thing, is the ownership of the thing in the ratio of the invoice value of the goods from the seller to the invoice or — the absence of such — at fair value the main thing about the seller. The Buyer shall in such cases as the depositary.
14.6 The purchaser is entitled to dispose of the property of the seller of goods in the ordinary course of business, as long he ge its obligations from the business relationship with the seller fulfills time. The amount of the co-ownership of the seller of the goods sold, if necessary — — all receivables from the sale of goods to which the seller have rights of title, the buyer shall already now to ensure to the Seller. Recognized balance claims Kontokorrentabreden assigned by the Buyer at the time the contract is concluded with the seller in the amount of the then outstanding receivable from the seller of these off.
14.7 If requested by the seller, the buyer has to give him all the necessary information on the inventory of the property of the seller of goods and on the claims assigned to the seller receivables and to inform his customers of the assignment in knowledge NIS.
15. Force Majeure
If events or circumstances whose occurrence beyond the control range of the seller is (such as natural disasters, war, strikes, shortage of raw materials and energy, traffic and operational disruptions, fire and explosion damages decreed by public authorities), the availability of goods from the plant from which the Seller receives the goods reduces, so that the seller’s contractual obligation (adjusted proportionately other internal and external delivery obligations) can not meet the.
ADD-Chem GmbH Germany
Seller (i) for the duration of the disruption and the extent of its effects effects released from his contractual obligations and (ii) under no obligation to procure goods from other sources. Sentence 1 also applies to the extent such incident or circumstance renders the contractual performance affected business for the seller long period or occurs with suppliers of Seller. If the aforementioned occurrences longer than 3 months, the seller is entitled to rescind the contract.
Regardless of the place of delivery of the goods or the docu- ments of fulfillment for the payment obligation of the buyer of the location of the seller.
17. Access of declarations
Ads and other statements that are a party to admit towards off, to take effect the moment it reaches this party. Is a deadline to be observed, the statement within the period have to rough it.
Jurisdiction is the jurisdiction of the seller or — at the option of the seller — the general jurisdiction of the purchaser.
19. Applicable law
The contractual relationship is the United Nations Convention of 11 April 1980 (CISG) on Contracts for the inter- national sale of goods apply, regardless of whether the buyer is established in a CISG state or not. These rules are supplemented by German substantive law. Exclusively subject to German substantive law, excluding the CISG for the conclusion of the contract. 20. Vertragssprache7
If the buyer These general sales except in the language in which the contract is concluded (Vertragsspra- che), also announced in another language, this is done only for ease of understanding. In the Auslegungsunterschie- the texts drawn up in the treaty language text.