I. Offer, conclusion of contract
1. The following Terms and Conditions of Delivery shall apply to all deliveries and services provided by us, unless otherwise individually agreed. Any deviating conditions of the customer shall be non-binding for us. Acceptance of deliveries or services shall be deemed as acceptance of our Terms and Conditions. Our offers are subject to change without notice, unless expressly agreed otherwise. 2. Documents accompanying the offer, 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 structure and chemical composition of the products with due regard for the customer’s interests. 3. Subsidiary agreements, amendments and deviations from these Terms and Conditions of Delivery are to be set out in writing between the parties.II. Prices
Prices are subject to VAT. The supplier shall determine the weights, numbers of pieces and quantities, and charge accordingly, unless the customer makes an immediate objection.III. Delivery
1. Significant operational disruptions, late deliveries or delivery failures on the part of the supplier’s own suppliers, shortages of raw materials, energy or labour, strikes, lockouts, difficulties in procuring means of transport, traffic disruptions, orders from higher authorities and other cases of force majeure at the supplier and its sub-suppliers, which may be unforeseeable and for which the supplier is not responsible, shall have the delivery period extended by the duration of the impediment, insofar as they are of importance for the supply capability of the goods. The beginning and end of such obstacles are to be notified by the supplier to the customer as soon as possible. 2. Partial deliveries are permissible if they are considered reasonable for the customer. Deliveries are usually made in standard packaging.IV. Shipping, transfer of risk, packaging
1. Unless otherwise agreed, the supplier shall choose the shipping route and method, with due regard to the interests of the customer. 2. The risk of destruction, loss or damage to the goods shall transfer to the customer upon handover of the goods to the person designated for dispatch or, in the case of collection of the goods by the customer, upon handover of the goods to the customer. This shall also apply to carriage paid delivery. 3. Rejected goods may only be returned with the express consent of the supplier. 4. Loaned packaging must be returned by the customer promptly and at its own expense. Loss of and damage to loaned packaging, if not returned to the supplier, shall be borne by the customer if they are responsible for this. Loaned packaging may not be used for other purposes or for holding other products. It is only intended for shipping the delivered goods. Labels must not be removed.V. Payment
1. Unless otherwise agreed in writing, invoices are payable immediately without any deductions. Bank drafts will only be accepted in accordance with separate agreements, and only as an undertaking to pay, and inclusive of all costs for collection and discounts. 2. Retention and set-off due to claims of the customer disputed by the supplier shall be excluded. 3. Failure to comply with the agreed terms of payment or other circumstances which, according to customary banking standards, indicate a significant deterioration in the financial circumstances of the customer, shall result in the immediate settlement of all of the supplier’s claims based on this legal relationship.VI. Complaints, warranty claims, liability
1. Complaints relating to quality or quantity must be reported to the supplier promptly in writing, at the latest 14 days following receipt of the goods; for hidden defects at the latest 7 days following their discovery. Complaints must include the invoice and dispatch number, the product designation and container signature. 2. The customer must check whether the delivered goods are suitable for the intended use, if necessary by carrying out a sample test. 3. Where complaints are notified and justified in due time, the supplier shall be entitled to supplementary performance within a reasonable period. If the supplementary performance fails twice, is impossible, unjustifiably refused or unacceptable to the customer, the customer shall, at its discretion, be entitled to reduce the purchase price or to withdraw from the contract. 4. Any claims for damages and reimbursement of expenses made by the customer (claims for damages) shall be excluded, irrespective of the legal basis of the claim, in particular for breach of duties resulting from contractual obligation and tortuous acts. This shall not affect cases of breach of material contractual obligations, mandatory liability under the ‘Produkthaftungsgesetz’ (Product Liability Act), injury to life, body and health or damage caused deliberately or as a result of gross negligence. In the event of a breach of essential contractual obligations, the claim for damages is limited to the foreseeable damage typical of the contract, unless one of the above-mentioned mandatory principles of liability applies. Liability for consequential damages resulting from breaches of duty is excluded, unless the breached duty was intended to protect against such consequential damages. The above provisions do not entail any change to the burden of proof to the detriment of the customer. 5. The above limitations of liability also apply to the personal liability of employees, workers, staff, representatives and other vicarious agents. 6. Any warranty claims made by the customer within the meaning of Section 443 BGB (German Civil Code) remain unaffected by the above provisions.VII. Technical advice regarding application
1. The supplier provides technical application advice to the best of its knowledge. All data and information on the suitability and application of the products do not exempt the customer from carrying out its own tests and trials on the suitability of the products for the intended processes and purposes. 2. Furthermore, the customer must observe the specifications in the safety data sheet regarding the handling of the delivered substances and their range of application. 3. If the customer wishes to use the delivered goods for purposes other than those discussed or agreed with the supplier, they may only do so after carrying out extensive tests and examinations and presenting any necessary regulatory permits and/or certificates.VIII. Retention of title
1. The goods remain the property of the supplier until the customer has settled all of its liabilities from current and future business relations with the supplier. 2. If the delivered goods are processed by the customer, the supplier is considered the manufacturer and acquires ownership of the newly created goods. If the goods are processed together with other materials, the supplier shall acquire co-ownership in proportion to the invoice value of the delivered goods, relative to the value of the other materials and the value of the processing. If the delivered goods are combined or mixed with an item belonging to the customer and the latter is to be regarded as the main item, co-ownership of the item shall be transferred to the supplier in proportion to the invoice value of the delivered goods, relative to the invoice value or – in the absence of such – to the market value of the main item. In these cases, the customer shall be deemed the custodian of the goods. 3. The customer is obliged to store the goods subject to retention of title carefully and to insure them against loss and damage at its own expense. The customer hereby assigns its claims from the insurance contracts to the supplier in advance. 4. The customer is entitled to have access to goods owned by the supplier in the ordinary course of business as long as the customer meets its obligations 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 has ownership rights to the extent of the supplier’s respective ownership share in the goods sold. If the customer combines or mixes the delivered goods with a main item of a third party for a fee, it shall assign to the supplier as security and with immediate effect its claims for remuneration against the third party up to the amount of the invoice value of the delivered goods. 6. At the request of the supplier, the customer is obliged to inform its buyers of the assignment and to provide the supplier with the information and documents required to assert its rights against those buyers. 7. In the event of a default in payment on the part of the customer, the supplier is entitled to demand the provisional surrender of the goods under its ownership at the buyer’s expense, without the need to exercise its right of withdrawal or to set a period of grace. 8. If the value of the securities due to the supplier exceeds the claims of the supplier to be secured against the customer by more than 20%, the supplier is obliged to release securities of its choice at the customer’s request. 9. If there is a delay in performance or any other breach of statutory or contractual obligations on the part of the customer, the supplier shall be entitled to withdraw from the contract without the need to set a deadline for provision of the service to the customer.IX. Place of performance and jurisdiction
1. The place of performance for the delivery is the respective shipping point of the supplier. For payment it is the supplier’s registered office. 2. The place of jurisdiction shall be, at the discretion of the supplier, either the supplier’s registered office or the general place of jurisdiction of the customer; this shall also apply to proceedings relating to documents, bank drafts and cheques. 3. The contractual relationship and all legal relationships arising therefrom shall be governed exclusively by the law of the Federal Republic of Germany, with 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 and of the contract. The contractual partners are obliged to replace the invalid clauses with provisions that corresponds as closely as possible to the economic intent of the invalid clauses.Ursa-Chemie GmbH
Am alten Galgen 14 D-56410 Montabaur, Germany
Terms and Conditions of Purchase
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I. General, scope
1. Our Terms and Conditions apply exclusively to companies. We shall not recognise any conflicting terms and conditions of the supplier unless we have expressly agreed to their validity in writing. The supplier’s terms and conditions shall have no effect, 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 with regard to the execution of the contract must be made in writing.
3. Our Terms and Conditions of Purchase shall also apply to all future business transactions with the supplier.
II. Orders, documents, confidentiality
1. If our order was not based on a binding offer from the supplier, we shall be bound by our order for 1 week from the order dispatch date. The declaration of acceptance by the supplier must reach us within a week.
2. We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. These may not be made available to third parties without our express written consent. They are to be used exclusively for the production and execution of our order. Once the contract has been executed, these documents must be returned to us without prompting, unless they are required for the execution of further orders. The supplier must maintain full confidentiality with regard to the order and our information; it shall be liable for all damages we incur as a result of a breach of this obligation.
3. The supplier is also obliged to maintain confidentiality regarding all information concerning our company which it learns in the course of mutual, general business transactions and during visits by the supplier or its representatives. All information that becomes known to the supplier through inspection or communication of our company’s equipment, working methods, projects and information is to be treated as a trade secret and must not be made available to third parties. Otherwise, Section 2 no. 2, last paragraph, shall apply.
4. Specification changes and quality changes that deviate from the specified, customary or agreed quality must be notified to us in writing immediately, but at the latest before the date of arrival. We will then examine the contract amendment and confirm in writing if agreed. We must also be notified of such changes in specifications and quality immediately so that we can take them into account in future orders.
III. Prices, terms of payment
1. The agreed prices are fixed prices, including packaging and exclusive of VAT.
2. The supplier may only increase prices if a period of more than 4 months exists between the conclusion of the contract and the agreed delivery date, the price increase has been justified and we have confirmed the increase in writing after notification of such.
3. Invoices can only be processed if they contain our order number and item number, and the weight list if required. The supplier shall be responsible for all repercussions resulting from non-compliance with this obligation, unless it can prove that it is not responsible. The same applies to delivery documents.
4. Unless otherwise agreed in writing, we shall pay the agreed remuneration (provided that proper delivery is made), with a 3% discount within 14 days of proper delivery and receipt of invoice or net within 30 days of proper delivery and receipt of invoice.
5. If the calculation is based on weights of approved forwarding vehicles, the invoice must be accompanied by the weighing cards for both the unloaded weight and subsequent loaded weight of the forwarding vehicles, as well as a copy of the acknowledgement of receipt and delivery notes. Provided that the weights determined in this way stay within a tolerance level of 0.5% of the incoming weights at the place of receipt, we consider the weighing results to be decisive. In case of deviations beyond this tolerance level, the weight at the time of delivery to us shall be decisive for the calculation, unless there is damage to the consignment or a missing seal is detected.
6. We shall be entitled to the full range of set-off and retention rights stipulated by law.
7. The supplier is obliged to submit the required up-to-date documents in accordance with the applicable laws and European regulations and directives without prompting, not later than with the first delivery.
IV. Terms and Conditions of Delivery
1. The delivery time stated in the order and the agreed date of arrival are binding.
2. If the supplier becomes aware of circumstances which mean that the agreed delivery time or the agreed date of arrival cannot be met, it must inform us immediately in writing.
3. Delivery is free of charge. The place of transfer of risk is our registered office in Montabaur, unless this is not the agreed delivery destination. In this case the risk shall pass to us at the agreed destination.
4. The obligation to return the packaging shall require a separate agreement. Damage and loss caused or arising from improper, non-conforming packaging shall be borne by the supplier. The applicable legal provisions for the shipping of dangerous goods must be observed. Unless otherwise agreed, the packaging is provided by the supplier. If packaging is agreed and invoiced separately, it shall only be charged at the current cost price. If we return it in good condition, it must be taken back in accordance with its practical value and reimbursed at the going rate. After emptying, any packaging or means of transport provided on loan shall be returned to the supplier via non-prepaid freight.
5. Our order and item number must be stated on the shipping documents and delivery notes. The shipping process must comply with the rules for transport operators and our shipping regulations. The means of transport most favourable to us must also be chosen. Road tankers must be sealed at the openings. All shipments must be accompanied by a detailed packing slip or delivery note containing weight list and product designation. For import consignments, a separate dispatch note to the invoice is to be sent to us upon shipment of the goods.
6. We shall be entitled to statutory claims in the event of delivery delays.
7. Partial deliveries and advance deliveries require our written consent.
V. Warranty
1. We are obliged to inspect the goods within a reasonable period for any obvious deviations with regard to quality or quantity. The complaint shall be deemed to be made in good time if it is received by the supplier within a period of 14 working days. This period shall be appropriately extended if the quality inspection takes longer to complete due to technical or other inspection requirements.
2. The statutory warranty regulations shall apply. Deviations from this have not been agreed. In particular, we have the right to demand, at our discretion, either the removal of the defect or a free-of-charge replacement (subsequent performance). In this case, the supplier shall be obliged to bear all expenses required for rectifying the defect or for providing a replacement, even if the purchased item has been taken to a place other than the place of performance.
3. If defects occur in non-fungible goods, the supplier is free to repair the defective item instead of providing a replacement, as long as this will
permanently eliminate the defect.
4. In urgent cases, we shall be entitled to remedy the defect ourselves after informing the supplier in advance and to invoice the supplier for the costs incurred.
5. The warranty period is 24 months.
VI. Liability
1. Insofar as the supplier is responsible for the defect of the performance object, it shall be obliged to release us on first demand from any claims for damages by third parties, to the extent that the cause lies within its organisational area and scope of control, and because it is liable in the legal relationship with third parties. It is also obliged to compensate us for all damages incurred.
2. Within the scope of its liability for damage pursuant to paragraph 1, the supplier is also obliged to reimburse us for any expenses arising from or in connection with a recall or subsequent performance carried out by us. We shall inform the supplier about the content and scope of the recall measures to be carried out – as far as is possible and reasonable – and give it the opportunity to respond. Other legal claims remain unaffected.
3. The supplier shall undertake to maintain product liability insurance with a lump-sum coverage of EUR 2 million per personal injury or property damage; further claims for damages shall remain unaffected.
4. In the event that the supplier is responsible for exceeding the agreed delivery date or agreed delivery time, or is in default in any way, the supplier shall be obliged to pay 0.2% of the net order amount for every working day that it exceeds the deadline or is in default. Further claims for damages remain unaffected by this. We do not have to assert reservation of the contractual penalty at the time of acceptance or delivery. It is sufficient for this to take place at the point of payment.
VII. Property
1. Any raw materials, objects or documents that we make available to the supplier for the purpose of executing the order shall remain our property. If such raw materials, objects or documents
are produced by the supplier for the purpose of executing our order, it is agreed that the supplier shall transfer the ownership thereof to us and takes it into safekeeping for us.
2. Any raw materials, objects or documents which we own may only be disposed of with our express written consent.
3. The processing or alteration by the supplier of the goods delivered by us shall always be carried out on our behalf. If the items are processed with other items not belonging to us, we shall acquire co-ownership of the new item corresponding to the proportion of the value.
VIII. Code of Conduct for suppliers of Ursa-Chemie GmbH
1. The supplier shall undertake to comply with all laws of the applicable legal system, to not tolerate or engage in any form of corruption or bribery, to respect basic labour rights, to not employ children as workers, to take responsibility for the health and safety of employees and to observe environmental protection in terms of legal norms and international standards.
2. The supplier shall observe and respect the Code of Conduct of Ursa-Chemie GmbH, which can be found on the Ursa-Chemie GmbH website at www.ursa-chemie.de/code-of-conduct and is also available for download.
IX. Place of jurisdiction, place of performance
1. The place of jurisdiction is our place of business. However, we are also entitled to take legal action against the supplier at its place of business.
2. Our place of business is the place of performance for all services rendered in the business relationship.
X. Severability clause
The invalidity of one or more clauses shall not affect the validity of the other provisions and of the contract. The contractual partners are obliged to replace the invalid clauses with provisions that corresponds as closely as possible to the economic intent of the invalid clauses.
Ursa-Chemie GmbH
Am alten Galgen 14
D-56410 Montabaur, Germany
As of: October 2015
