General Terms and Conditions

We only deliver in principle according to the following terms of sales and delivery. The application of conditions contrary to these, especially the customer's conditions of purchase, requires detailed acknowledgment on our part.

 

a) Our offers are made subject to change. Orders are only binding for us when and insofar as we confirm them in writing or have begun with their execution. Alterations, amendments and verbal collateral agreements also require written confirmation.

b) Supplementary terms to identification such as “about”, “as delivered previously", “as supplied before" or similar additions refer exclusively to the quality or quantity of the goods in our offers, but not to the price. Such specifications in the orders will be understood by us accordingly and if necessary a corresponding confirmation is intended.

c) Amounts are always considered to be approximate. Safety-related and completion-related deviations of 2% below or above shall be considered as contractual.

 

a) Our prices do not include the legal value added tax in principle. Invoicing occurs based on the quantity or weight determined by us. Invoicing may occur, however, based on the quantity or weight determined by the recipient, if the determination has occurred by use of a calibrated scale and the goods have been transported at our risk.

b) The net purchase price is payable in advance on ordering the goods, unless otherwise agreed.

c) We reserve the right to charge merchants and business operators interest on late payments, payable in the amount of 2% above the prevailing bank rate of the German Central Bank from the due date.

d) In the event of default we may pursue damages caused by default. e) Bills of exchange and checks will only be accepted on account of performance; they are regarded as payment if they are cashed. Charges in line with banking practice are at the expense of the buyer.

f) The buyer may only set off our outstanding purchase price with an indisputable or legally established claim. Merchants may withhold the purchase price due to material defects until we have decided if the claim is justified; moreover only if the buyer provides sufficient security. Non-merchants may not withhold the purchase price due to material defects from another contract other than the one from which the outstanding purchase price originates.

g) If the buyer defaults on the payment of one of our bills in an amount significant for the business relationship, then all of our claims from the business relationship will become immediately payable, irrespective of any possible acceptance of bills of exchange. In addition, we are entitled to demand cash payment prior to a potential additional delivery. If the default in payment is not resolved within a reasonable grace period, then we are entitled to withdraw from the contract and to demand compensation due to non-performance. This applies in particular to stipulated follow-up transactions still to be executed. Should facts become known to us from which it is revealed that the buyer is no longer creditworthy, then we are also entitled to demand cash payment prior to delivery of the goods, if something other some other agreement was previously made, as well as make our demands payable.

 

The agreed periods and dates of delivery are always considered to be approximate if no fixed date is expressly agreed. Delivery periods and dates shall be adhered to for deliveries which do not concern our business (third-party deals) if the goods leave the supplier in such a timely manner that the delivery reaches the recipient on time with normal transport time. Events caused by higher authorities, which  include restrictions subject to public law, strikes and lockouts, entitle us to withdraw from the contract. Compensation due to non-performance or default is excluded in such cases. This applies to late delivery by our suppliers, for which we cannot be blamed. We are obligated to inform the buyer of such events without delay. The buyer is then likewise entitled to withdraw from the contract. d) If we delay delivery, the buyer is entitled to set a reasonable grace period and to withdraw from the contract on unsuccessful expiry of such a period. Compensation due to non-performance may only be demanded by the buyer following the unsuccessful expiry of the grace period, if the delayed delivery occurred as a result of wilful or grossly negligent conduct on the part of our legal representative or of one of our subcontractors.

 

a) Transport risks shall always be borne by the buyer from the point of delivery, also for carriage free deliveries or free deliveries ex works, except when we carry out transport with our own vehicles from our business or warehouse.

b) Upon collection from the point of delivery, the loading of the vehicle is incumbent upon the buyer or his agents, as is the observance of the legal provisions with reference to statutory regulations relating to hazardous transport.

c) The unloading and storage of goods is the responsibility of the buyer in every case.

d) The recipient shall provide for the flawless technical condition of the recipient's tanks or other storage containers for delivery in tanker lorries and demountable tanks and is solely responsible for arranging the connection of the feeding tube to the recipient's collection system. Our obligation is limited to the servicing of the vehicle's own equipment.

e) Insofar as our employees also assist with unloading or tank drainage and in so doing cause damages to the goods or other damages, they act at the sole risk of the buyer and not as our subcontractor.

f) The aforementioned regulations are valid accordingly for the delivery by third-party carriers, provided that the buyer's liability can be deduced from their conduct. Third-party liability will remain unaffected.

g) The taking back of delivered goods, which is not on account of our fault, occurs on invoice of 10% of the calculated value of goods.

 

a) Insofar as our deliveries are executed in rented packaging, these shall be sent back to us by the buyer at the latest within 3 months after reaching the buyer in emptied and perfect condition at the buyer's cost and risk, or where applicable shall be returned free of charge with our vehicle against confirmation of receipt

b) If the buyer

does not fulfil the obligations specified under a) within the specified time, we are entitled to calculate a reasonable fee for the time exceeding 3 months and to demand the replacement price following the unsuccessful deadline for return under consideration of the aforementioned fee.

c) The attached label may not be removed, returnable packaging may not be exchanged and may not be filled with other goods, especially not with waste oil. The buyer is liable for quantities of less value, exchanges and loss regardless of fault. Condition upon receipt at our company is decisive. Usage as a storage container or transfer to a third party is unauthorised, unless otherwise agreed in advance.

 

a) The title for the goods will only be passed to the buyer after the complete payment of the purchase price and all other liabilities, including future liabilities from the business relationship with us. This also applies when payments are made in respect of specifically designated liabilities. The reserved title is deemed to be security for the balance of the liability. The title is passed to the buyer at the latest at the time at which we no longer have any indisputable claims against the buyer.

b) As long as the buyer duly fulfils his obligations to us, the buyer is authorised to further use of the goods subject to retention of title in the usual course of business.

c) Should the buyer also fail to comply with his payment obligations after the fixing of a final deadline, we are entitled to reclaim the goods subject to retention of title without further fixing of a final deadline and without notice of cancellation. In taking back the goods subject to retention of title, a repudiation of contract only exists if we declare it in writing.

d) The processing or treatment of goods subject to retention of title happens in our favour, without putting us under any obligation. We are classified as a manufacturer within the meaning of 1.5. d. §  950 of the German Civil Code (BGB) association and or acquire ownership of the intermediate and end products in relation to the invoice value of our goods, subject to the retention of title for the invoice value of third-party goods; the buyer retains joint ownership in safe custody and free of charge in this respect on our behalf. The same applies to the mixing of goods subject to the retention of title with third-party goods in accordance with §§ 947, 948 of the German Civil Code.

e) The buyer herewith assigns claims to us against third parties which arise from the resale of the goods subject to the retention of title for the securing of all our claims. Should the buyer sell goods for which we

have only partial title in accordance with sub-paragraph d), the buyer assigns the claims against third parties to us for the corresponding partial amount. Should the buyer use goods subject to the retention of title within the scope of a contract to produce a work or similar contract, the buyer thus assigns to us the (wage) claims in the amount of the invoice value of our goods used for this purpose.

f) The buyer is authorised to collection from the further use of goods subject to the retention of title under proper business transactions. Should we have tangible cause for concern that the buyer did or will not properly fulfil his obligations to us, the buyer shall at our request disclose the assignment to his assignor, abstain from any disposition regarding the claims, give us all required information about the condition of the goods in our retention of title and the claims which have been assigned to us as well as deliver the documents for the assertion of the claims assigned to us. Third-party access to the goods subject to the retention of title and the claims assigned to us shall be communicated to us without delay.

g) Should the value of the securities due to us exceed the total claim against the buyer by more than 10%, we are in this respect obligated to the release of securities of our choice at the request of the buyer.

 

a) For faults to which the absence of warranted qualities contribute, we are liable with respect to merchants and legal entities of public law in accordance with the provisions for cancellation of contract, loss or replacement at, if in addition to the statutory requirements the following requirements are fulfiled:

b) The buyer shall inspect the goods and their packaging immediately upon delivery according to the standard conventions. If the goods are delivered in packages then the buyer shall additionally inspect the labelling of each and every package to check that it matches with the order. The delivery takes place with normal goods for sale, whereby our information corresponds to the average value. Deviations within the customary DIN tolerances are deemed as contractual performance. Colour differences are common and are not quality features. Should the goods be delivered in tanker lorries or tanks that will not remain with the buyer, then the buyer shall inspect the mandatory accompanying transport documents with the order which are governed by law. In addition the buyer shall make sure of the contractual quality of the goods by sampling before draining the tank.

c) During the inspection of detected defects in accordance with the bill of delivery the buyer must immediately give notice of defect to us in writing.

d) Should the buyer neglect the respective inspection or if the buyer does not immediately give notice of detected defects or identifiable defects then the buyer forfeits his buyer warranty right with respect to detected and/or identifiable defects. The same applies in the event of an erroneous incorrect delivery and when such a significant deviation exists that an acceptance  of the goods must be regarded as impossible by the buyer.

e) In the case of a hidden defect the buyer must immediately give notice of defect after the discovery of the defect. Otherwise the goods will also be deemed as accepted in this respect. The complaint about a hidden defect is in any case excluded at the end of 8 weeks following the receipt of the goods. A claim to a replacement due to incorrect delivery will remain unaffected.

f) For faults to which the absence of warranted qualities contribute, we are liable with respect to non-merchants in accordance with the provisions for cancellation of contract, loss or replacement, if in addition to the statutory requirements the following requirements are fulfiled:

g) The non-commercial buyer has the same obligation to examine and inspect as the merchant. Yet the requirements are guided by the knowledge which is to be expected from the buyer on the basis of the buyer's commercial position during the test sample, not by that customary in the trade.

h) While checking for determined defects the buyer must immediately give notice in writing, in addition notice of defects shall be given in writing within 3 months.

i) Should the buyer neglect the respective inspection which is reasonable for him or if the buyer misses the notice period which is valid for him, then the buyer forfeits his buyer warranty right with respect to detected and/or visible defects. § 8 Liability for consequential damages and other damages

a) For damages which occur as a result of defects in the purchased goods, erroneous incorrect delivery or defective packaging for the buyer's legal assets inclusive of his property, we are liable for the following:

1) Insofar as damages could have been avoided by the adherence to the buyer's obligation to check, any type of liability is excluded with respect to merchants and legal entities of public law on our part, unless, the damage is traceable to the intentional behaviour of our legal representative. Under the same requirements liability of any kind is excluded with respect to non-merchants, unless the damage is traceable to wilful or gross negligent behaviour on our part.

2) Insofar as damages occur despite adherence to the buyer's obligation to check, we are only liable with respect to merchants as well as with respect to non-merchants for wilful or gross negligent breach of contract.

b) For damages other than the preceding regulated damages, independent of the cause of liability, we are only responsible, if they have been caused by a wilful or gross negligent transaction on our part or by one of our contractors.

c) We are not liable for the suitability of the goods for the purposes intended by the buyer. The furnishing of information or the giving of advice etc. We are liable for culpable erroneous consulting, information or advice only if it is made in writing. d) All claims for the purpose of this

 

half a year after the act caused by damage claims excluding tortious claims

 

a) The place of jurisdiction for fully qualified merchants is Beverungen. For business transactions with non-merchants the place of jurisdiction is the defendant's legal residence or place of business.

b) Should any of the aforementioned clauses be or become ineffective, then such regulations shall take the place of the ineffective conditions that come as close as possible to the economic intent of the contract under reasonable protection of mutual interests. These conditions correspond to the non-binding recommendation of conditions of the Verband des deutschen Chemikalien Gross- und Aussenhandels e.V. [German Chemical Industry Association Wholesale and Export Trade Incorporated Society] for its commercial sector. They are registered with the Federal Cartel Office and publicly announced by the office in the Federal Gazette dated 08.07.1980.