General Terms and Conditions of Sale

1.1

These Terms and Conditions govern the sale of products and the provision of services by Koch-Chemie GmbH to customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). According to Section 14 BGB, an entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.
 

1.2

Koch-Chemie GmbH is hereinafter referred to as KCU.
 

1.3

Deliveries, services, and offers by KCU are made exclusively on the basis of these General Terms and Conditions. Any terms and conditions of the customer that deviate from these Terms and Conditions are hereby expressly rejected; they are only valid if and to the extent that KCU expressly agrees to them in writing. This also applies if KCU, being aware of conflicting terms, executes a delivery or accepts payment.
 

1.4

These General Terms and Conditions shall apply to any future legal transaction between KCU and the customer, even without a separate agreement, unless expressly agreed otherwise.
 

2.1

All offers are non-binding with regard to price, quantity, technical specifications, delivery time, and delivery capability unless expressly agreed otherwise.
 

2.2

Orders of the customer require confirmation by KCU to be legally valid. The same applies to supplements, amendments, or side agreements. Specifications regarding dimensions, weights, or other performance data are only binding if and to the extent that KCU expressly designates them as binding.
 

3.1

Prices are exclusive of VAT. Unless expressly agreed otherwise, they include only the goods, and not packaging, insurance, transport costs, import duties, foreign taxes, or other charges.
 

3.2

Invoices are due immediately without deduction.
 

3.3

KCU may refuse checks and bills of exchange. If accepted — unless expressly agreed otherwise — they are accepted only on account of performance. Discount and bill charges are borne by the customer and are due immediately.
 

3.4

The customer may only offset or retain payments if the claims or counterclaims are expressly acknowledged, undisputed, legally established, or arise from the same contractual relationship.
 

3.5

If the customer fails to meet payment obligations — e.g., discontinues payment — or if a check or bill is dishonored, or if other circumstances arise that cast doubt on the customer’s creditworthiness, KCU is entitled to declare the entire remaining debt due, even if checks or bills were accepted. KCU is further entitled to demand advance payments or security, and may withhold further deliveries (including from other contracts) and make them conditional on advance payment in full.
 

4.1

Unless expressly agreed otherwise, delivery is EXW KCU warehouse in Unna in accordance with Incoterms 2020.
 

4.2

Delivery dates and periods are binding only if expressly agreed. They are met if the goods have left the factory by the deadline or if KCU has notified readiness for dispatch.
 

4.3

Compliance with delivery dates requires the timely receipt of all documents to be provided by the customer, required approvals and releases — particularly drawings — and compliance with agreed payment obligations and other duties. If these obligations are not fulfilled in time, delivery dates are postponed accordingly, unless KCU is responsible for the delay.
 

4.4

If the customer collects the goods, they or their representative must load the vehicle and comply with legal regulations, particularly regarding transport of dangerous goods.
 

4.5

The customer may not refuse acceptance due to insignificant defects (warranty rights under section 8 remain unaffected).
 

5.1

Transport risks from the place of delivery are borne by the customer.
 

5.2

All risk of accidental loss or accidental deterioration passes to the customer when KCU hands over the goods to the carrier, or at the latest when they leave the factory or warehouse, unless attributable to KCU’s fault.
 

5.3

Events of force majeure — particularly strikes and lockouts — entitle KCU to withdraw from the contract. Claims for damages are excluded. This also applies to delayed self-delivery by suppliers unless due to KCU’s fault. KCU must inform the customer without delay.
 

6.1

If KCU delivers in returnable containers, these must be returned empty, rinsed, and in perfect condition within 90 days at the customer’s risk and expense. Other containers must be properly disposed of by the customer. For consumers in Germany, consumer packaging must be disposed of under the dual system. For deliveries abroad, no returnable containers are provided; all packaging must be disposed of by the customer.
 

6.2

If the customer does not return returnable containers within 90 days, KCU may charge a reasonable fee and, after an unsuccessful deadline, demand the replacement cost.
 

6.3

Labels must not be removed. Returnable packaging may not be exchanged or refilled. The customer bears the risk of loss, swapping, or depreciation. KCU will issue an inspection report; if the customer does not object in writing within 7 days, it becomes binding. Use of returnable packaging as storage or transfer to third parties is prohibited unless expressly agreed.
 

6.4

For deliveries abroad, KCU is not obliged to take back packaging; German packaging law does not apply.
 

7.1

KCU retains title to the delivered goods until all claims arising from the entire business relationship with the customer have been settled.
 

7.2

If the customer processes or transforms the goods subject to retention of title, such processing is carried out on behalf of KCU. If the goods are processed or combined with items not belonging to KCU, KCU shall acquire co-ownership of the new product in proportion to the value of the goods subject to retention of title and the other processed items at the time of processing.
 

7.3

If the goods subject to retention of title are combined or mixed with other items not belonging to KCU, KCU shall acquire co-ownership in accordance with statutory provisions. If the customer’s item is to be regarded as the main item, the customer shall transfer proportional co-ownership to KCU.
 

7.4

The customer may resell the goods in the ordinary course of business. The customer hereby assigns to KCU all claims in the amount of the final invoice value (including VAT) arising from the resale, irrespective of whether the resale occurred before or after processing or combination. KCU accepts this assignment. The customer is entitled to collect the claim even after assignment; KCU may collect the claim itself if the customer fails to meet payment obligations.
 

7.5

If third parties access the goods subject to retention of title, particularly in the event of seizure, the customer must inform them of KCU’s ownership and notify KCU immediately.
 

7.6

Upon breach of contract by the customer — particularly default of payment — KCU is entitled to take back the goods. Taking back the goods does not constitute withdrawal from the contract unless expressly declared.
 

8.1

The customer must inspect the goods immediately upon receipt, in particular for completeness and obvious defects. Complaints must be made in writing without delay, at the latest within 10 days after receipt of the goods. Hidden defects must be reported in writing immediately upon discovery. If the customer fails to comply with this obligation, warranty claims are excluded.
 

8.2

In the event of justified complaints, KCU may, at its discretion, remedy the defect or deliver a replacement. If rectification fails, the customer may reduce the purchase price or withdraw from the contract. Claims for damages arise only in accordance with Section 9 of these Terms.
 

8.3

If the customer or a third party attempts unauthorized rectification, warranty claims shall be void unless the customer can prove that the measure did not cause the defect.
 

8.4

Information provided in product descriptions does not constitute a guarantee unless explicitly designated as such in writing.
 

8.5

Normal wear and tear is excluded from warranty.
 

9.1

KCU is liable for damages — irrespective of the legal basis — only in cases of intent or gross negligence. In cases of ordinary negligence, KCU is liable only:

• for damages resulting from injury to life, body, or health,
• for damages arising from breach of an essential contractual obligation (cardinal duty); in this case, liability is limited to foreseeable, typically occurring damage.

 

9.2

The aforementioned limitations do not apply if KCU fraudulently concealed a defect or assumed a guarantee for the quality of the goods. Additionally, claims under the German Product Liability Act (ProdHaftG) remain unaffected.
 

9.3

Insofar as KCU’s liability is excluded or limited, this also applies to the personal liability of its employees, representatives, and vicarious agents.
 

10.1

The customer shall comply with all applicable laws, regulations, and sanctions regimes relevant to the business relationship with KCU. This includes, in particular, export control and embargo regulations.
 

10.2

KCU reserves the right to refuse to enter into or perform a contract if doing so would violate applicable sanctions or export control laws.
 

10.3

The customer assures that the goods will not be resold or exported for purposes prohibited by applicable sanctions or embargo regulations.
 

10.4

If the customer breaches obligations under this Section 10, KCU is entitled to terminate the contract with immediate effect. KCU further reserves the right to claim damages.
 

11.1

Returned goods will only be accepted by KCU after prior agreement. Return shipments must always be sent prepaid.
 

11.2

A return is only possible if the goods are in perfect, unused condition and in their original packaging. Custom-made products, opened products, or partially used products are excluded from return.
 

11.3

To cover handling costs, KCU may charge a reasonable processing fee for returns.
 

12.1

The customer must treat as confidential all information obtained from KCU that is designated as confidential or is recognizable as confidential based on the circumstances — including prices, technical specifications, and product formulations — and may not disclose it to third parties without KCU’s consent.
 

12.2

The obligation under Section 12.1 continues to apply after termination of the contract.
 

12.3

KCU processes personal data of the customer exclusively in accordance with applicable data protection regulations. Further information on data processing is provided in the KCU privacy policy.
 

13.1

The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
 

13.2

If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Unna, Germany. However, KCU may also bring action at the customer’s general place of jurisdiction.
 

13.3

If individual provisions of these Terms are or become invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid one.