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GENERAL TERMS AND CONDITIONS

Valid from 01 Oct 1993

modified version of 01 Dec 2006 SG

1. GENERAL

Our General Conditions of Sale are an integral part of every contract, even if an order confirmation is not issued in individual cases. We object to any conflicting or

additional conditions of purchase of the purchaser. Purchaser’s terms shall only be binding on us if we have expressly agreed to them in writing.

 

2. OFFERS, ORDERS

Our offers are subject to change without notice with regard to quantity, price, delivery period and delivery options. Orders placed by the purchaser shall only be binding on

us if they have been confirmed by us in writing or have been executed. Oral ancillary or subsidiary agreements require the written form.

 

3. USE OF PRODUCTS

The products delivered by us are exclusively intended for use in the purchaser's plant. Exceptions are possible in agreement with us.

 

4. PRICES

Our prices apply plus value added tax, untaxed in export. Irrespective of this, increases in freight rates and statutory charges which affect the prices of the goods shall be

borne by the purchaser.

 

5. DELIVERY, SHIPPING

The dimensions and weights determined by us are decisive for our calculations. Partial deliveries are permissible. We always endeavour to deliver as fast as possible, but

we cannot commit ourselves to a fixed delivery period.

Unless expressly agreed otherwise, all goods are transported at the risk of the purchaser, regardless of who bears the freight costs. We choose the shipping route and

shipping method. For the interpretation of customary commercial clauses such as fob, cfr, cif, etc. the current Incoterms of the International Chamber of Commerce shall

apply.

If the purchaser disposes of the delivered goods in an inadmissible manner (see item 3), we shall be entitled to stop any further deliveries subject to further claims. Insofar

as borrowed or rented packaging materials are used, our packaging rental conditions shall apply. The customer's own packaging materials shall be provided in perfect

condition and ready to be filled.

 

6. FORCE MAJEURE

War, operational disruptions of any kind, traffic disruptions, orders by higher authorities and other cases of force majeure as well as strikes and lockouts, lack of raw

materials, energy and labour, which reduce, prevent or make the production or its dispatch unreasonable, shall release us from the obligation to deliver for the duration of

the disruption and to the extent of its effect. If delivery is delayed by more than four weeks due to the disruption, we are entitled to withdraw from the contract.

 

7. PAYMENTS

Our terms of delivery and payment, to which our customer declares his consent when placing the order, shall apply exclusively. This shall also apply to future transactions,

even if they are not expressly referred to, but have been received by the customer with an order confirmed by us. If the order is placed in deviation from our terms and

conditions of delivery and payment, only our terms and conditions of delivery and payment shall apply, even if we do not object. Deviations therefore only apply if they

have been expressly acknowledged by us in writing. We are entitled to assign the claims arising from our business relations to any third party.

Our invoices are payable without any deductions. Cheques and bills of exchange shall be accepted only in lieu of formal payment and on condition of their being bankable

and in agreement with us. Discount and other bill charges shall be borne by the purchaser. Credit notes for bills of exchange or cheques are always subject to receipt of the

equivalent value of such negotiable instruments and only if the value date is indicated, viz. the day on which we can dispose of the equivalent value. In export, costs

associated with the payment shall be borne by the purchaser if they are incurred outside the Federal Republic of Germany. If the date of payment is exceeded, we are

entitled, subject to other further claims, to demand interest at 4% above the respective Euribor rate or Libor rate for US$ contracts as well as compensation for any

exchange rate losses.

The purchaser may only offset amounts in cases of undisputed or legally established counterclaims. The purchaser is not entitled to any rights of retention.

In the event of doubts about the purchaser's solvency, in particular in the event of payment arrears, we shall be entitled to demand collaterals or advance payments before

making further deliveries. If the purchaser does not comply with this request within a reasonable period of time, we shall be entitled to withdraw from the contract.

If the purchaser is in arrears with payment obligations towards us, all existing claims shall become due immediately.

The bank details and account numbers as stated in the invoice shall apply.

 

8. COMPLAINTS; WARRANTIES

Notices of defects will only be considered if they are received by us in writing within 8 days after delivery of the goods.

Hidden defects must be indicated in writing immediately after their discovery. The duties of examination and notification of defects according to  377 HGB and the

statutory limitation periods remain unaffected.

In the event of justified and properly raised complaints, we shall be entitled to make a replacement delivery. The purchaser may only demand redhibitory action or

reduction if the replacement delivery is not made within a reasonable period or is again defective. Rejected goods may only be returned with our express consent.

 

9. INDEMNIFICATION

Claims for damages by the purchaser, which are based on any slightly negligent violation of contractual or legal obligations by us, our executive employees or vicarious

agents, are excluded. This shall not apply if the breached obligation is of essential importance for the achievement of the purpose of the contract. We shall only be liable for

damages not foreseeable at the time of conclusion of the contract or damages not typical of the contract if we or our executives are guilty of gross negligence.

If the purchaser proves any damage, the claims are limited to the invoice value of the respective delivery.

The regulations of the product liability law shall remain unaffected.

 

10. CONSULTATION

Our technical application advice is non-binding - also with regard to any third-party industrial property rights - and does not release the purchaser from the obligation to

test our products for their suitability for the intended processes and purposes.

 

11. RETENTION OF TITLE

The delivered goods shall remain our property until full payment of all claims against the purchaser, including future claims.

The retention of title also extends to the products resulting from processing. The new product resulting from processing serves to secure our claims in the amount of the

value of the processed goods subject to the reservation of title.

If the reserved goods are combined or mixed with other products, we shall acquire co-ownership of the new product in the ratio of the invoice value of the reserved goods

to the value of the other products.

If the reserved goods are combined or mixed with a main item of the purchaser or a third party, the purchaser hereby assigns to us its rights to the new product. If the

purchaser combines or mixes the goods subject to retention of title with a main item of a third party against payment, it hereby assigns to us already now his claims for

remuneration against the third party. The purchaser is entitled to sell the goods in which we have title in the ordinary course of business as long as he duly fulfils his

obligations to us. This shall not apply, however, if and insofar as a prohibition of assignment has been agreed between the purchaser and its customers with regard to the

purchase price claim or an assignment of this claim is not possible for other reasons. Extraordinary disposals such as pledging, transfer of ownership by way of security,

etc. to third parties are not permitted.

If the purchaser sells the reserved goods regardless of their condition, it hereby assigns to us its claims from the resale with all ancillary rights to secure our claims.

In the event that the reserved goods are sold by the purchaser together with other goods not belonging to us, whether by agreement or if mixed, the assignment of the

purchase price claim shall only apply to the amount of the value of the reserved goods.

The purchaser is authorised to collect the claims from the resale despite the assignment as long as he duly fulfils his obligations to us. At our request, the purchaser shall

inform us of the debtors of the assigned claims and shall notify the debtors of the assignment. The purchaser must inform us immediately before any seizure, damage or

loss of the reserved goods as well as any attachment or any other impairment of our rights. If the value of the security given to us exceeds our claim by a total of more than

20%, we shall be obliged to transfer ownership or release the assignments at the request of the purchaser.

We shall be entitled to assert our rights arising from the reservation of title - in particular to take back goods delivered under reservation of title - without prior withdrawal

from the respective purchase contract.

 

12. PLACE OF PERFORMANCE; JURISDICTION AND APPLICABLE LAW

The place of performance for payments and the place of jurisdiction shall be Hamburg. The contractual relationship shall be subject exclusively to German law, in

particular the German Civil Code and the German Commercial Code.

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