Terms and Conditions
Sales
I. Offer, Conclusion of Contract
1. The following General Terms and Conditions of Delivery apply to all deliveries and services provided by us, unless otherwise agreed on a case-by-case basis. We are not bound by any terms and conditions of the customer that differ from these. Acceptance of deliveries or services shall be deemed to constitute acceptance of our terms and conditions.
Our quotations are subject to change without notice, unless expressly agreed otherwise.
2. The documents accompanying the quotation, such as brochures, samples and weight specifications, are only approximate unless they are expressly designated as binding. The supplier is entitled to make changes to the technical design and chemical composition of the products, taking due account of the purchaser’s interests.
3. Any supplementary agreements, amendments or deviations from these terms and conditions of delivery should be set out in writing between the parties.
II. Prices
Prices are exclusive of VAT. Unless the purchaser objects immediately, the weights, quantities and volumes determined by the supplier shall be used for the purposes of calculation.
III. Delivery
1. Significant operational disruptions, delays in delivery or failures to deliver on the part of the Supplier’s subcontractors, shortages of raw materials, energy or labour, strikes, lockouts, difficulties in procuring means of transport, traffic disruptions, orders from the authorities and other cases of force majeure affecting the Supplier and its subcontractors shall extend the delivery period by the duration of the impediment to performance, insofar as they are relevant to the ability to deliver the goods. The supplier shall notify the purchaser of the start and end of such impediments as soon as possible.
2. Partial deliveries that are reasonable for the customer are permitted. Deliveries are generally made in standard packaging.
IV. Dispatch, Transfer of Risk, Packaging
1. Unless otherwise agreed, the supplier shall choose the route and method of dispatch, taking due account of the purchaser’s interests.
2. The risk of loss, destruction or damage to the goods passes to the customer upon delivery of the goods to the person designated to receive them, or, in the case of collection, upon the goods being made available as notified to the customer. This also applies to carriage paid deliveries.
3. Goods subject to a complaint may only be returned with the supplier’s express consent.
4. Returnable packaging must be returned by the customer at their own expense without delay. The loss of or damage to returnable packaging, provided it has not yet been returned to the supplier, shall be borne by the purchaser if the purchaser is responsible for such loss or damage. Returnable packaging must not be used for other purposes or to contain other products. It is intended solely for the transport of the delivered goods. Labels must not be removed.
V. Payment
1. Unless otherwise agreed in writing, invoices are payable immediately without any deduction. Bills of exchange will only be accepted by special agreement and only on account of payment, subject to all collection and discount charges.
2. The customer may not withhold payment or set off amounts against claims disputed by the supplier.
3. Failure to comply with agreed terms of payment or other circumstances which, when assessed in accordance with standard banking criteria, indicate a significant deterioration in the customer’s financial circumstances shall result in all the supplier’s claims arising from the same legal relationship becoming immediately due and payable.
VI. Complaints, Claims for Defects, Liability
1. Complaints regarding quality or quantity must be notified to the supplier in writing without delay, specifying the invoice and dispatch numbers, the product description and the container identification, no later than 14 days after receipt of the goods; hidden defects must be notified no later than 7 days after their discovery.
2. The customer must check – if necessary by carrying out a trial run – whether the goods supplied are suitable for their intended use.
3. In the event of complaints that are notified within the specified time limit and are justified, the supplier is entitled to remedy the defect within a reasonable period. If rectification fails twice, becomes impossible, is unjustifiably refused or is unreasonable for the purchaser, the purchaser shall be entitled, at their discretion, to reduce the purchase price or to withdraw from the contract.
4. Claims by the Customer for damages and reimbursement of expenses (claims for damages), regardless of the legal basis, in particular those arising from a breach of obligations under the contract or from a tort, are excluded. This shall not affect cases of breach of material contractual obligations, mandatory liability under the Product Liability Act, injury to life, limb or health, or cases of damage caused intentionally or through gross negligence. In the event of a breach of material contractual obligations, the claim for damages shall be limited to the foreseeable damage typical for the contract, unless one of the aforementioned mandatory grounds for liability applies. Liability for consequential damages arising from breaches of duty is excluded, unless the breached duty was specifically intended to protect against such consequential damages. The above provisions do not entail any shift in the burden of proof to the detriment of the customer.
5. The above exclusions of liability also apply to the personal liability of employees, staff, representatives and other vicarious agents.
6. The Customer’s claims arising from a warranty within the meaning of Section 443 of the German Civil Code (BGB) remain unaffected by the above provisions.
7. Claims for defects in the delivered products shall lapse after one year, except for claims by the customer against the supplier arising from fraudulently concealed defects.
VII. Technical advice on application
1. The supplier provides technical advice to the best of its knowledge. Any information or advice regarding the suitability and use of the products does not relieve the purchaser of the obligation to carry out its own tests and trials to determine the suitability of the products for the intended processes and purposes.
2. Furthermore, the customer must strictly adhere to the specifications set out in the safety data sheet regarding the handling of the supplied substances and their intended use.
3. If the customer wishes to use the delivered goods for purposes other than those discussed or agreed with the supplier, this may only be done after thorough testing and inspection and once any necessary official approvals and/or certificates have been obtained.
VIII. Retention of title
1. The goods remain the property of the supplier until the customer has settled all outstanding obligations arising from current and future business dealings with the supplier.
2. Where the purchaser processes the delivered goods, the supplier shall be deemed the manufacturer and shall acquire ownership of the newly created goods. If the processing is carried out together with other materials, the supplier shall acquire co-ownership in proportion to the invoice value of the delivered goods in relation to the value of the other materials and the value of the processing. If, in the event of the delivered goods being combined or mixed with an item belonging to the purchaser, the latter is to be regarded as the principal item, co-ownership of the item shall pass to the supplier in proportion to the invoice value of the delivered goods to the invoice value or – in the absence thereof – the market value of the principal item. In such cases, the purchaser shall be deemed the custodian.
3. The customer is obliged to store the goods subject to retention of title with due care and to insure them against loss and damage at their own expense. The customer hereby assigns in advance to the supplier any claims arising from the insurance policies.
4. The customer is entitled to dispose of the goods owned by the supplier in the ordinary course of business, provided that they fulfil their obligations arising from the business relationship with the supplier in a timely manner.
5. The Customer hereby assigns to the Supplier, by way of security, all claims arising from the sale of goods in which the Supplier holds ownership rights, to the extent of the Supplier’s respective share of ownership in the goods sold.
If the Customer combines or mixes the delivered goods with a principal item belonging to a third party in return for payment, the Customer hereby assigns to the Supplier, by way of security, its claims for payment against the third party up to the amount of the invoice value of the delivered goods.
6. At the Supplier’s request, the Purchaser is obliged to notify its customers of the assignment and to provide the Supplier with the information and documents necessary for the Supplier to assert its rights against the customers.
7. If the customer defaults on payment, the supplier is entitled, even without exercising its right of withdrawal and without setting a grace period, to demand the provisional surrender of the goods in its possession at the customer’s expense.
8. If the value of the security to which the Supplier is entitled exceeds the Supplier’s claims against the Purchaser by more than 20%, the Supplier shall, at the Purchaser’s request, be obliged to release security of its choice to the extent of such excess.
9. If the customer is in default of performance or otherwise breaches any statutory or contractual obligations, the supplier shall be entitled to withdraw from the contract without being required to set a deadline for the customer to fulfil its obligations.
IX. Place of performance and jurisdiction
1. The place of performance for delivery is the Supplier’s relevant dispatch centre; for payment, it is the Supplier’s registered office.
2. The place of jurisdiction shall be, at the supplier’s discretion, either the supplier’s registered office or the purchaser’s general place of jurisdiction; this also applies to proceedings relating to documents, bills of exchange and cheques.
3. The contractual relationship and all legal relationships arising therefrom shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
X. Severability clause
The invalidity of one or more clauses shall not affect the validity of the other provisions or of the contract. The contracting parties are obliged to replace the invalid clauses with other provisions that correspond as closely as possible, in economic terms, to the invalid clauses.
Ursa-Chemie GmbH
Am alten Galgen 14
D-56410 Montabaur
Date: 1 February 2009
Purchasing
I. General Provisions, Scope
1. Our terms and conditions apply exclusively to transactions with businesses. We do not recognise any conflicting terms and conditions of the supplier unless we have expressly agreed to their validity in writing. The supplier’s general terms and conditions are not binding even if we do not expressly object to them or accept the supplier’s deliveries without reservation.
2. All agreements made between us and the supplier regarding the performance of the contract must be in writing.
3. Our terms and conditions of purchase also apply to all future transactions with the supplier.
II. Orders, Documents, Confidentiality
1. Unless our order was based on a binding offer from the supplier, we shall remain bound by our order for a period of one week from the date the order was dispatched. The supplier’s confirmation of acceptance must be received by us within this one-week period.
2. We reserve all rights of ownership and copyright in illustrations, drawings, calculations and other documents. These must not be made available to third parties without our express written consent. They are to be used exclusively for the manufacture and fulfilment of our order. Upon completion of the contract, these documents must be returned to us without being asked, unless they are required for the execution of further orders. The supplier must keep the order and our related information strictly confidential; they shall be liable for all damages incurred by us as a result of a breach of this obligation.
3. The supplier is also obliged to keep confidential all information relating to our business operations which it obtains in the course of our general business dealings and during visits by the supplier or its representatives. All information that becomes known to the Supplier in this context, whether through observation or through communications regarding our company’s facilities, working methods, projects and other information, must be treated as a trade secret and must not be disclosed to third parties. In all other respects, the last paragraph of Section 2(2) shall apply mutatis mutandis.
4. Any changes to specifications or quality that deviate from the specified, standard or agreed quality must be notified to us in writing without delay, but no later than the delivery date. We will then review the contractual amendment and, if agreed, confirm this in writing. In addition, such changes to specifications and quality must be notified to us immediately so that we can take them into account in future orders.
III. Prices, Terms of Payment
1. The agreed prices are fixed prices, inclusive of packaging but exclusive of VAT.
2. Price increases by the supplier are only permitted if there are more than four months between the conclusion of the contract and the agreed delivery date, provided that the increased prices are justified and confirmed in writing by us following notification.
3. Invoices will only be processed if they include our order number and item number, together with a weight list where applicable. The supplier shall be liable for any consequences arising from failure to comply with this requirement, unless they can demonstrate that they are not at fault. The same applies to delivery documents.
4. Unless otherwise agreed in writing, we shall pay the agreed remuneration, provided that delivery has been made in accordance with the terms, either 14 days after proper delivery and receipt of the invoice, subject to a 3% discount, or within 30 days of proper delivery and receipt of the invoice, net.
5. Where the calculation is based on the weights of authorised haulage vehicles, the weighing slips for the full load and the immediately preceding empty weigh-in of the haulage vehicles, together with a copy of the confirmation of receipt and the delivery notes, must be attached to the invoice. Provided that the weights determined in this way fall within a tolerance of 0.5% of the weights recorded on receipt at the destination, we shall regard the weighing results as authoritative for us. In the event of deviations exceeding this tolerance, unless damage to the consignment or a broken seal is detected, the weight at the time of delivery to us shall be decisive for the calculation.
6. We are entitled to exercise rights of set-off and retention to the extent permitted by law.
7. The supplier is obliged to provide, without being asked, the documents currently required under applicable laws and European regulations and directives, at the latest upon the first delivery.
IV. Terms of Delivery
1. The delivery time stated in the order and the agreed delivery date are binding.
2. If the supplier becomes aware of circumstances which mean that the agreed delivery time or arrival date cannot be met, they must notify us of this in writing without delay.
3. Delivery is free of charge. The point at which risk passes is our registered office in Montabaur, unless this is not the agreed destination for the delivery. In that case, risk passes to us at the agreed destination.
4. The obligation to return packaging requires a separate agreement. Any damage or loss caused or likely to be caused by improper or non-compliant packaging shall be borne by the supplier. The applicable statutory regulations for the shipment of dangerous goods must be complied with. Unless otherwise agreed, the packaging shall be provided by the supplier. If the packaging is provided as agreed against a separate charge, it shall only be charged at the current cost price. Provided it is returned to us in good condition, it must be taken back in return for a fee customary in the industry, corresponding to its value in use. We shall return packaging or means of transport provided on loan to the supplier carriage forward after emptying.
5. Our order and item numbers must be stated on the shipping documents and delivery notes. When dispatching goods, the relevant regulations of the carrier, our shipping instructions and the most favourable freight terms for us must be observed. Road tankers must be sealed at the openings. All consignments must be accompanied by a detailed packing list or delivery note, including a weight list and product description. For import consignments, a dispatch note must be sent to us upon dispatch of the goods, irrespective of the invoice.
6. In the event of a delay in delivery, we are entitled to the statutory remedies.
7. Partial deliveries and early deliveries require our written consent.
V. Warranty
1. We are obliged to inspect the goods within a reasonable period of time for any obvious deviations in quality or quantity. A complaint shall be deemed to have been made in good time provided it is received by the supplier within a period of 14 working days. This period shall be extended appropriately if the completion of the quality inspection takes longer due to technical or other inspection conditions.
2. The statutory warranty provisions apply. No deviations from these provisions have been agreed. In particular, we reserve the right, at our discretion, to demand either the rectification of the defect or a replacement delivery free of charge (subsequent performance) in the event of a defect. In such cases, the supplier is obliged to bear all costs necessary for the rectification of the defect or the replacement delivery, even if the goods have been moved to a location other than the place of performance.
3. If defects arise in goods for which the supplier is not liable, the supplier is free to repair the defective goods instead of providing the requested replacement, provided that this is sufficient
to permanently remedy the defect.
4. In urgent cases, we are entitled to remedy the defect ourselves, having first notified the supplier, and to charge the supplier for the costs incurred.
5. The warranty period is 24 months.
VI. Liability
1. Where the supplier is responsible for a defect in the goods or services supplied, the supplier shall, upon first request, indemnify us against any claims for damages by third parties to the extent that the cause lies within the supplier’s sphere of control and organisation and the supplier is itself liable in its dealings with third parties. In addition, the supplier shall be liable to us for compensation for all damages incurred.
2. As part of its liability for claims within the meaning of paragraph 1, the Supplier is also obliged to reimburse us for any expenses arising from or in connection with a product recall or subsequent performance carried out by us. We shall inform the Supplier – as far as possible and reasonable – of the content and scope of the recall measures to be carried out and give them the opportunity to comment. Other statutory claims remain unaffected.
3. The Supplier undertakes to maintain product liability insurance with a lump-sum cover of EUR 2 million per claim for personal injury or property damage; this shall not affect any further claims for damages.
4. If the supplier is responsible for exceeding the agreed delivery date or delivery period, or if the supplier is otherwise in default, the supplier shall be obliged to pay 0.2% of the net order value for each working day by which the agreed deadline is exceeded or the default continues. Further claims for damages remain unaffected by this. We are not required to assert the right to the contractual penalty at the time of acceptance or delivery; it is sufficient if this is done prior to payment.
VII. Ownership
1. Where we provide the Supplier with our own raw materials, items or documents for the purpose of fulfilling the order, these shall remain our property. If the supplier uses such raw materials, items or documents
to fulfil our order, it is agreed that the supplier shall transfer ownership of these to us and hold them in safekeeping on our behalf.
2. Raw materials, items or documents belonging to us may only be disposed of with our express written consent.
3. Any processing or alteration of the goods supplied by us carried out by the supplier shall always be carried out on our behalf. If the goods are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied.
VIII. Code of Conduct for Suppliers to Ursa-Chemie GmbH
1. The supplier undertakes to comply with all laws of the relevant jurisdiction(s), not to tolerate or engage in any form of corruption or bribery, to respect fundamental workers’ rights, not to employ child labour, to assume responsibility for the health and safety of employees, and to observe environmental protection in accordance with legal requirements and international standards.
2. The supplier shall comply with and promote the Code of Conduct of Ursa-Chemie GmbH, which can be viewed on the Ursa-Chemie GmbH website at www.ursa-chemie.de/code-of-conduct and is also available for download there.
IX. Gerichtsstand, Erfüllungsort
1. The place of jurisdiction is our registered office. However, we are entitled to bring legal proceedings against the supplier at their registered office as well.
2. Our registered office is the place of performance for all services arising from the business relationship.
X. Salvatorische Klausel
The invalidity of one or more clauses shall not affect the validity of the other provisions or of the contract. The contracting parties are obliged to replace the invalid clauses with other provisions that correspond as closely as possible, in economic terms, to the invalid clauses.
Ursa-Chemie GmbH
Am alten Galgen 14
D-56410 Montabaur
Date: Oktober 2015