General Sales and Delivery Conditions of Grafox Chemie Vertriebs-GmbH

Status: November 2025

§1 Scope and General

1. These General Terms and Conditions of Sale (GTCS) apply exclusively to all business relationships with our customers, provided that they are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.
2. In the case of international business relationships, these GTCS are also available in the agreed contractual language and will be brought to the attention of the Buyer in an appropriate manner prior to the conclusion of the contract.
3. The GTCS shall also apply in their respective version as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same Buyer, without us having to refer to them again in each individual case. We shall inform the Buyer immediately of any significant changes to our GTCS. The changes shall be deemed approved unless the Buyer objects in writing within a reasonable period of time.
4. Our GTCS shall apply exclusively. Any deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity.
5. Individual agreements made with the Buyer in individual cases shall take precedence over these GTCS. A written contract or our written confirmation shall be authoritative for the content of such agreements.
6. Legally relevant declarations and notifications by the Buyer must be made in writing to be effective.
7. References to statutory provisions are for clarification purposes only.

§2 Conclusion of Contract, Offer and Acceptance

1. Our offers are subject to change and non-binding. This also applies to catalogs, technical documentation and product descriptions provided to the Buyer. We reserve ownership rights and copyrights to these documents.
2. The order of the goods by the Buyer is considered a binding offer of contract. We are entitled to accept this offer within three weeks of receipt.
3. Acceptance may be declared in writing (e.g. by order confirmation or invoice) or by delivery of the goods.
4. Our samples are always non-binding specimens. All analysis data are regarded as approximate unless expressly stated otherwise.
5. Clauses such as “approximate”, “as already delivered” or similar additions refer exclusively to the quality or quantity of the goods, not to the price.
6. Quantities are always approximate. Deviations of up to ten percent upwards or downwards are deemed to comply with the contract.

§3 Delivery Time and Delivery Delay

1. Delivery periods shall be agreed individually or specified by us upon acceptance of the order and are generally approximate.
2. If binding delivery deadlines cannot be met for reasons beyond our control, we shall inform the Buyer immediately and provide a new expected delivery deadline. If delivery remains unavailable, we are entitled to withdraw from the contract.
3. In the event of delay, the Buyer may demand lump-sum compensation amounting to 0.5% of the net price per completed calendar week of delay, up to a maximum of 5% of the delivery value.
4. The Buyer’s statutory rights and our statutory rights remain unaffected.

§4 Delivery, Transfer of Risk, Acceptance, Default in Acceptance

1. Delivery shall be ex warehouse. Shipment to another destination is made at the Buyer’s request and expense.
2. The risk passes to the Buyer upon handover of the goods. In the case of shipment, the risk passes upon delivery to the forwarding agent or carrier.
3. Force majeure, strikes, lockouts, insufficient material or energy supply and similar events release us from our obligations for the duration of the disruption.
4. If the Buyer is in default of acceptance, we may claim compensation for resulting damages. A flat-rate compensation of 0.1% of the invoice amount per calendar day shall apply.
5. Further statutory claims remain unaffected.

§5 Dispatch and Acceptance, Packaging / Rental Containers

1. In the case of collection, the Buyer is responsible for loading and compliance with statutory regulations.
2. Unloading and storage of the goods are the Buyer’s responsibility.
3. For deliveries in tanker vehicles, the recipient must ensure the proper technical condition of tanks and connections.
4. If our employees assist with unloading or refueling, this is done at the Buyer’s sole risk.
5. These provisions also apply to deliveries by third-party carriers.
6. Returnable containers must be returned within four weeks in proper condition.
7. In case of delayed return, fees and replacement costs may be charged.

§6 Prices and Terms of Payment

1. Unless otherwise agreed, the prices valid at the time of conclusion of the contract shall apply ex warehouse plus statutory VAT.
2. Transport, customs duties, taxes and packaging costs shall be borne by the Buyer.
3. Sales in foreign currency are based on the exchange rate valid on the date of contract conclusion.
4. The weights or quantities determined by the supplying plant or warehouse are decisive.
5. If delivery periods exceed one month and cost factors change significantly, we reserve the right to adjust prices.
6. If the Buyer’s ability to pay becomes doubtful after conclusion of the contract, we may refuse performance or withdraw from the contract.
7. Invoices are payable within 14 days of invoicing and delivery or acceptance of the goods.
8. In the event of default in payment, we are entitled to charge interest of eight percentage points above the base interest rate, but at least 12% per year.
9. Rights of set-off or retention are only permitted if the Buyer’s claim is undisputed or legally established.

§7 Retention of Title

1. The goods remain our property until full payment of all claims arising from the business relationship.
2. Goods subject to retention of title may not be pledged or assigned as security.
3. In the event of breach of contract by the Buyer, we are entitled to withdraw from the contract and demand return of the goods.
4. The Buyer may resell or process the goods subject to retention of title in the ordinary course of business. Claims arising from resale are assigned to us in advance.
5. If the goods are used for a contract for work and materials, the resulting claims are likewise assigned to us.

§8 Warranty Claims of the Buyer

1. The statutory provisions shall apply to material defects and defects of title unless otherwise provided below.
2. The agreed product descriptions shall determine the quality of the goods.
3. We accept no liability for public statements made by third parties.
4. The Buyer must comply with statutory duties of inspection and notification of defects.
5. In the event of defects, we may choose between rectification or replacement delivery.
6. Subsequent performance may be made dependent on payment of the purchase price due.
7. The Buyer must provide us with the opportunity to inspect the defective goods.
8. We bear the costs of inspection and subsequent performance only if a defect actually exists.
9. In urgent cases, the Buyer may remedy the defect himself.
10. If subsequent performance fails, the Buyer may withdraw from the contract or reduce the purchase price.
11. Claims for damages exist only in accordance with §9.

§9 Other Liability

1. Liability is limited in accordance with these GTCS and statutory provisions.
2. Compensation for damages is limited to intent and gross negligence, except in cases involving injury to life, body, health or material contractual obligations.
3. Only foreseeable and typically occurring damages are compensable.

§10 Limitation

1. The general limitation period for claims arising from defects is one year from delivery of the goods.
2. Statutory limitation periods apply to buildings and building materials.
3. Statutory provisions regarding intent, gross negligence and product liability remain unaffected.

§11 Protection and Usage Rights, Consulting

1. We do not guarantee that the use or resale of the products does not infringe third-party property rights.
2. Technical advice is provided to the best of our knowledge but excludes liability for simple negligence where legally permissible.

§12 Choice of Law and Jurisdiction; Severability Clause

1. German law shall apply to all legal relationships, excluding the UN Convention on Contracts for the International Sale of Goods.
2. The place of jurisdiction is Darmstadt/Hesse, Germany, provided that the Buyer is a merchant or legal entity under public law.
3. If any provision of these GTCS is invalid, the validity of the remaining provisions shall remain unaffected.