GTC

Valid only for contracts with merchants from March 1, 2020

Preamble

We deliver to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law only in accordance with the following terms and conditions of sale and delivery. The applicability of other terms – especially the purchaser’s purchasing conditions – requires our explicit written confirmation (§ 1a, sentence 5).

1. Offer and Acceptance

a) Our offers are non-binding. Orders are only binding for us once we have confirmed them in writing or have begun their execution. Oral agreements, promises, and guarantees made by our employees – except for corporate bodies, authorized officers, and general representatives (provided they are duly designated) – in connection with contract conclusion only become binding through our written confirmation. The waiver of this written form requirement also requires written form. Written form is always maintained by fax and email.

b) Additional clauses regarding product descriptions such as “approximately,” “as previously delivered,” “as usual,” or similar additions in our offers relate exclusively to the quality or quantity of the goods, but not to the price. Such statements in the purchaser’s orders are understood by us accordingly.

c) Our quantity indications are approximate. In the case of deliveries in tankers or silo vehicles, deviations of +/- 10% of the agreed quantity are deemed contractually compliant. Such quantity deviations proportionally reduce or increase the agreed purchase price.

2. Purchase Price and Payment

a) Our prices are exclusive of VAT, especially considering the respective place of delivery. They are calculated based on the quantities or weights determined by us or our supplier unless the recipient determines them using calibrated scales and the goods were transported at our risk; in such cases, their determinations are decisive for the price calculation.

b) The purchase price is due net upon delivery of the goods unless otherwise agreed in writing (§ 1a, sentence 5).

c) In the event of payment default, we may charge interest at a rate of 5 percentage points above the base interest rate.

d) In the case of default, we charge default interest of 9 percentage points above the base interest rate and an additional fee of 40 euros. We reserve the right to claim further damages.

e) The right to retention and set-off is only available to the seller if the counterclaims are undisputed or have been legally established and if they arise from the same contractual relationship with us or entitle them to refuse their performance under § 320 BGB.

f) If the buyer does not fulfill their payment obligations, especially if they stop making payments or if a check is not honored, or if other circumstances become known that question their creditworthiness, we are entitled to demand the entire remaining debt, except for expired claims, even if we have accepted checks or bills of exchange. We are also entitled to demand advance payments or securities. Furthermore, we may withhold or refuse further deliveries, not only from the respective but also from other contracts, in whole or in part, and demand immediate cash payment for all deliveries.

3. Delivery

a) The agreed delivery periods and dates are always approximate unless a fixed date is expressly agreed in writing (§ 1a, sentence 5).

b) For deliveries not involving our operations (direct deliveries), the delivery date and period are deemed met if the goods leave the delivery point in time for them to reach the recipient within the usual transport time.

c) Events of force majeure – including public law restrictions, strikes, and lockouts – entitle us to withdraw from the contract. Compensation for breach of duty is excluded in such cases. This also applies to delayed deliveries from our supplier, which we are not responsible for. We will inform the buyer of such events immediately.

d) We are not liable for impossibility or delay in fulfilling delivery obligations if and to the extent the impossibility or delay is due to circumstances caused by the buyer, especially if they fail to meet their public-law obligations in connection with the European Regulation (EC) No. 1907/2006 (REACH Regulation) in its applicable version.

4. Shipment and Acceptance

a) The risks of transportation from the delivery point are always borne by the buyer, even in the case of freight-free deliveries or deliveries to the buyer’s location. If Incoterms are agreed upon, the Incoterms 2020 apply.

b) If the buyer collects the goods from the delivery point, they or their agent must load the vehicle and observe legal requirements, particularly concerning the transport of dangerous goods.

c) The buyer is responsible for unloading and storing the goods in all cases.

d) For deliveries in tanker vehicles and tank trucks, the buyer must ensure the proper technical condition of their tanks or other storage containers and is responsible for connecting the filling lines to their intake system, as well as obligating the recipient to do the same if necessary. Our obligation is limited to operating the equipment onboard the vehicles.

e) If our employees assist with unloading or tanking in cases under paragraphs b) to d), they do so at the buyer’s sole risk and not as our vicarious agents. Costs arising from delays are borne by the buyer.

5. Packaging

a) Our packaging is typically single-use. The buyer is responsible for legally compliant and environmentally safe disposal of the packaging. Return is excluded unless an explicit return agreement, including costs and return location, has been made.

b) If we deliver in returnable packaging, it must be returned by the buyer in an emptied, undamaged condition at their expense and risk within 30 days of receipt.

c) If the buyer does not meet this obligation in time, we are entitled to charge a reasonable fee for the period exceeding 30 days and, after an unsuccessful deadline for return, to demand the replacement value minus the previously mentioned fee.

d) Labels on the packaging must not be removed. Returnable packaging must not be swapped or refilled. The buyer bears the risk of depreciation, swapping, or loss. The condition upon receipt at our facility is decisive. The use of returnable packaging as storage containers or its transfer to third parties is prohibited unless previously agreed in writing (§ 1a, sentence 5).

e) The buyer must promptly empty tank wagons and return them to us or the specified address in proper condition. If the return is delayed, the buyer bears the delay-related costs for the tank wagon.

6. Retention of Title

a) Ownership of the goods (reserved goods) does not pass to the buyer until full payment of the purchase price and all other claims, including future claims, arising from the business relationship with us has been made. This also applies if payments are made on specifically designated claims. In the case of an ongoing account, the reserved ownership serves as security for our balance claim.

b) As long as the buyer meets their obligations to us properly, they are entitled to use the reserved goods in the ordinary course of business, provided that the claims arising from their resale are transferred to us under § 6 paragraph e).

c) If the buyer does not meet their payment obligations after a new deadline, we are entitled to demand the return of the reserved goods without further deadlines or declarations of withdrawal.

d) Processing or transforming the reserved goods is done for us without obligation. We are deemed the manufacturer under § 950 BGB and acquire ownership of the intermediate and final products in proportion to the invoice value of our reserved goods to the invoice values of third-party goods; the buyer holds them in trust for us free of charge. The same applies to the combination or mixing under §§ 947, 948 BGB of reserved goods with third-party goods.

e) The buyer hereby assigns to us all claims arising from the resale of the reserved goods to third parties to secure all our claims. If the buyer sells goods in which we have partial ownership under § 6 paragraph d), they assign to us the claims against the third party for the corresponding partial amount. If the buyer uses the reserved goods as part of a contract for work or a similar contract, they assign the corresponding claim to us.

f) The buyer is authorized to collect claims arising from the resale of the reserved goods in the ordinary course of business. If we become aware of facts indicating a significant deterioration in the buyer’s financial position, the buyer must notify their customers of the assignment, refrain from disposing of the claims, provide us with all necessary information regarding the status of goods in our ownership and the claims assigned to us, and hand over documents for asserting the assigned claims. The buyer must promptly notify us of any third-party access to the reserved goods or the assigned claims.

g) If the value of the securities we hold exceeds the total claim against the buyer by more than 50%, we are obliged to release securities of our choice at the buyer’s request.

7. Liability for Defects

a) The owed internal and external properties of the goods are determined by the agreed specifications or, if such are absent, by our product descriptions, labels, and specifications, or, if absent, by trade practice and usage. References to standards and similar documents, information in safety data sheets, usage statements, and claims in promotional materials are not warranties or guarantees, nor are declarations of conformity. In particular, identified uses under the REACH Regulation (EC) No. 1907/2006 do not constitute an agreement on the contractual quality or a contractually required use.

b) If the buyer receives advice from us, it is provided to the best of our knowledge. Any liability on our part is excluded. The buyer is solely responsible for testing the delivered goods for suitability for the intended processes and purposes.

c) The legal provisions, such as § 377 HGB, apply to the inspection of goods and notification of defects, with the proviso that the buyer must notify us of defects in writing (§ 1a, sentence 5). If the goods are delivered in consignments, they must additionally check the labeling of each consignment for compliance with the order. Furthermore, they must verify the contractual quality of the goods by sampling before unloading in accordance with commercial practices.

d) In the case of a justified, timely notice of defects, we may, at our discretion, rectify the defect or supply defect-free goods (subsequent performance). If the subsequent performance fails or is refused, the buyer is entitled to the statutory rights. If the defect is not significant and/or if the goods have already been sold, processed, or modified, the buyer is only entitled to a reduction.

e) Further claims are excluded in accordance with § 8. This applies particularly to claims for damages that did not arise on the goods themselves (consequential damages).

8. General Limitation of Liability and Statute of Limitations

a) For breaches of contractual and non-contractual obligations, particularly for impossibility, delay, culpa in contrahendo, and tort, we are only liable – including for our executives and other vicarious agents – in cases of intent and gross negligence, limited to the foreseeable damage typical for the contract at the time of contract conclusion. Otherwise, our liability is excluded, including for defects and consequential damages.

b) These limitations do not apply in the case of culpable violations of essential contractual obligations, insofar as the achievement of the contract’s purpose is endangered, in cases of our liability under the Product Liability Act, in the event of injury to life, body, or health, or if we have fraudulently concealed defects or guaranteed their absence. The rules on the burden of proof remain unaffected.

c) Unless otherwise agreed, contractual claims against us arising from and in connection with the delivery of goods and our other services expire one year after the delivery of the goods. This does not affect our liability for intentional and grossly negligent breaches of duty or for damages caused by culpable injury to life, body, or health.

9. REACH

If the buyer notifies us of a use under Article 37.2 of the European Parliament and Council Regulation (EC) No. 1907/2006 on the Registration, Evaluation, Authorization, and Restriction of Chemicals (REACH Regulation), which requires an update of the registration or the substance safety report, or triggers another obligation under the REACH Regulation, the buyer bears all verifiable expenses. We are not liable for delivery delays caused by the buyer’s notification of such use and our fulfillment of the corresponding obligations under the REACH Regulation. If, for health or environmental protection reasons, it is not possible to include this use as an identified use and the buyer intends to use the goods contrary to our advice, we are entitled to withdraw from the contract. The buyer cannot derive any rights against us from the above rules.

10. Data Protection

The provider collects and stores the customer’s data necessary for the business transaction. When processing the customer’s personal data, the provider complies with legal regulations. Further details are provided in the privacy policy available in the online portal at www.gb-chemie.com. The customer can request information about the data stored about them at any time.

11. Confidentiality

Confidential information under this provision includes all embodied or oral information and data, such as technical or business data, documents, or knowledge, as well as samples, that either party receives in connection with orders, offers, or projects, including any offer or request submitted by GB-Chemie GmbH to the contractor before the order is accepted. The parties undertake to use all confidential information solely for the fulfillment of this order or project, not to disclose it to third parties, and to make it accessible only to those of their employees who need it within the scope of this order or project and who are bound by confidentiality in accordance with this agreement, unless they are already subject to a general obligation of confidentiality due to their employment contract. The parties shall apply the same care as they would to their own information of similar importance, but at least a reasonable level of care. The confidentiality obligation does not apply to confidential information that is or becomes publicly available without any fault of the parties. This obligation also does not apply to confidential information that must be disclosed due to a binding administrative or judicial order or mandatory legal provisions, provided that the contractual partner is informed in writing in advance and the parties have exhausted all legal means to prevent disclosure. The parties may request the return or destruction of confidential information in embodied or electronic form within three months after the end of the order or project. This applies to all information not included in the service package delivered by GB-Chemie GmbH to the customer. All information processed for the creation of the service package will be retained by GB-Chemie GmbH within the framework of the statutory minimum retention period. The parties undertake to confirm the destruction of confidential information in writing within four weeks after receipt of the corresponding request.

12. Jurisdiction, Applicable Law, Severability Clause

a) In all disputes arising from the contractual relationship, if our contractual partner is a merchant, a legal entity under public law, or a special fund under public law, the action shall be brought before the court responsible for our registered office. We are also entitled to sue at the buyer’s place of business.

b) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) in its current version (United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980).

c) Should any of the foregoing clauses, in whole or in part, not become part of the contract or be invalid, the contract shall remain otherwise valid.

d) Insofar as the provisions do not become part of the contract or are invalid, the content of the contract shall be governed by statutory provisions.

e) The contract is invalid if adherence to it would, taking into account the amendment provided for in paragraph 2, constitute an unreasonable hardship for one of the parties.

You can download our general terms and conditions here.