General Terms and Conditions

§ 1 Scope

1. These terms and conditions of 3K Chemie GmbH apply exclusively to entrepreneurs, legal persons under public law and special funds under public law within the meaning of section 310(1) of the German Civil Code (BGB). We recognise conflicting terms of the customer, or terms deviating from our terms and conditions, only if we expressly agree to their validity in writing.
2. These terms and conditions also apply to all future business between 3K Chemie GmbH and the customer, insofar as such transactions are of a related nature (as a precaution the terms and conditions should in any case be attached to the order confirmation).
3. Individual agreements made with the buyer in a specific case (including collateral agreements, supplements and amendments) always take precedence over these terms and conditions. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

§ 2 Offer and conclusion of contract

Where an order is to be regarded as an offer pursuant to section 145 BGB, we may accept it within two weeks.

§ 3 Documents provided

We reserve title and copyright to all documents provided to the customer in connection with the placing of the order — including in electronic form — such as calculations and drawings. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period set out in § 2, these documents must be returned to us without delay.

§ 4 Prices and payment

1. Unless otherwise agreed in writing, our prices apply ex works or ex warehouse, excluding packaging and plus value added tax at the applicable rate. Packaging costs are invoiced separately.
2. The purchase price must be paid exclusively into the account specified. Deduction of a discount is permitted only by special written agreement, whereby the period begins on the invoice date.
3. Unless otherwise agreed, the purchase price is payable within 15 days of delivery in such a way that we can dispose of the amount on the due date. Default interest is charged at 8 % above the applicable base rate p.a. (as published by the Deutsche Bundesbank). We reserve the right to claim higher damages caused by default.
4. Where no fixed-price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in labour, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

§ 5 Rights of retention

The customer is entitled to exercise a right of retention only to the extent that its counterclaim is based on the same contractual relationship.

§ 6 Delivery time

1. The delivery period stated by 3K Chemie GmbH begins only once the customer has duly and punctually fulfilled its obligations. Delivery periods and dates are met if the delivery item has left our premises by their expiry. Our delivery obligation is subject to correct and timely supply to us, unless we are responsible for the incorrect or delayed supply.
2. Events of force majeure entitle us to postpone deliveries for the duration of the impediment plus a reasonable start-up period. This also applies if such events occur during an existing delay. Equivalent to force majeure are: monetary, trade-policy and other sovereign measures, strikes, lock-outs, operational disruptions for which we are not at fault, obstruction of transport routes, delays in import and customs clearance, and all other circumstances which, through no fault of ours, substantially impede or prevent deliveries and services. It is irrelevant whether the circumstances arise at our premises, at the supplying works or at another upstream supplier. If, as a result of the aforementioned events, performance becomes unreasonable for one of the contracting parties, that party may withdraw from the contract by immediate declaration in text form.
3. The defence of non-performance of the contract remains reserved.
4. If the customer is in default of acceptance or culpably breaches other duties to cooperate, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. Further claims remain reserved. Where the above conditions are met, the risk of accidental loss or accidental deterioration of the goods passes to the customer at the point in time at which the customer falls into default of acceptance or payment.
5. In the event of a delay in delivery not caused by us intentionally or through gross negligence, 3K Chemie GmbH is liable for each completed week of delay within the framework of liquidated damages amounting to 3 % of the value of the delivery, but no more than 15 % of the value of the delivery in total.
6. Further statutory claims and rights of the customer on account of a delay in delivery remain unaffected.

§ 7 Passing of risk on dispatch

If the goods are dispatched to the customer at its request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch, at the latest when the goods leave the works or warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 8 Retention of title

1. 3K Chemie GmbH retains title to the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly invoke it. We are entitled to take back the goods if the customer acts in breach of contract.
2. For as long as title has not yet passed, the customer is obliged to treat the goods with care. In particular, the customer is obliged to insure them adequately at replacement value at its own expense against theft, fire and water damage, where the goods are high-value items. If maintenance and inspection work is required, the customer must carry this out in good time at its own expense. For as long as title has not passed, the customer must notify us in writing without delay if the delivered item is seized or subjected to other third-party intervention. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to section 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the loss incurred by us.
3. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to 3K Chemie GmbH the claims against its own purchaser arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies irrespective of whether the goods have been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
4. Any treatment, processing or transformation of the goods by the customer is always carried out in our name and on our behalf. In this case the customer’s expectant right to the goods continues in the transformed item. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of our goods to the other processed items at the time of processing. The same applies in the case of mixing. If mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us and holds the resulting sole or co-ownership in safe custody for us. To secure our claims against the customer, the customer also assigns to us any claims accruing to it against a third party through the connection of the reserved goods with real property; we hereby accept this assignment.
5. We undertake to release the securities to which we are entitled at the customer’s request insofar as their value exceeds the claims to be secured by more than 20 %.

§ 9 Warranty, notice of defects and recourse against the manufacturer

1. Warranty rights of the customer presuppose that the customer has properly complied with its obligations to inspect the goods and give notice of defects pursuant to section 377 of the German Commercial Code (HGB).
2. Claims for defects must be notified in writing within 7 days of receipt of the goods and become time-barred 12 months after the goods delivered by us have been handed over to our customer. For claims for damages arising from intent and gross negligence, and for injury to life, body or health based on an intentional or negligent breach of duty by the user, the statutory limitation period applies. Where the law prescribes longer mandatory periods pursuant to section 438(1) no. 2 BGB (buildings and items used for buildings), section 445b BGB (right of recourse) and section 634a(1) BGB (construction defects), those periods apply. Our consent must be obtained before any return of goods.
3. Should the delivered goods, despite all due care, show a defect that already existed at the time of the passing of risk, we will, subject to timely notice of defects, either repair the goods or supply replacement goods at our discretion. We must always be given the opportunity to provide subsequent performance within a reasonable period. Rights of recourse remain unaffected by the above provision without restriction.
4. If subsequent performance fails, the customer may — without prejudice to any claims for damages — withdraw from the contract or reduce the remuneration.
5. Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear, or damage arising after the passing of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or on account of particular external influences not assumed under the contract. If the customer or third parties carry out improper repair work or modifications, no claims for defects exist for these or for the consequences arising from them.
6. Claims of the customer for the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a location other than the customer’s place of business, unless the transfer corresponds to their intended use.
7. The customer has rights of recourse against us only insofar as the customer has not made any agreements with its own purchaser going beyond the legally mandatory claims for defects. Paragraph 6 applies accordingly to the scope of the customer’s right of recourse against the supplier.

§ 10 Miscellaneous

1. This contract and the entire legal relationship between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance and jurisdiction for all disputes arising from this contract is the registered office of our company, unless the order confirmation provides otherwise.
3. All agreements made between the parties for the purpose of performing this contract are set down in writing in this contract.