1. General Provisions

(1) All deliveries and services provided by the Seller shall be governed exclusively by these General Terms and Conditions of Sale and Delivery. These shall also apply to all future
business relationships, even if they are not expressly agreed upon again. These terms and conditions shall be deemed to
have been accepted at the latest upon receipt of the goods or services.

(2) The terms and conditions of the buyer or any third party shall not apply, even if the seller does not specifically object to their validity in individual cases. Even if the
Seller refers to a letter containing or referring to the terms and conditions of the Buyer or a third party, this shall not constitute agreement to the
validity of those terms and conditions. Any terms and conditions of the buyer shall only take effect if their validity is expressly recognised by the seller in
writing; this also applies to agreements intended to deviate from this clause 1.
 

2. Conclusion of the Contract

Unless otherwise agreed in writing, all offers made by the seller are subject to change and non-binding. Declarations of acceptance and all orders
require the seller’s written confirmation to be legally valid.

3. Delivery Time

(1) Delivery periods and delivery dates are non-binding, unless a specific delivery period or delivery date has been agreed individually in writing as a binding
contractual deadline in a particular case.

(2) If non-binding periods or dates are exceeded by more than 4 weeks, the buyer may set a reasonable grace period and, upon its expiry, withdraw from the contract
. Further rights are governed by the terms set out in clauses 6 and 11.

(3) The seller shall not be liable for the impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time the contract was concluded
(e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts,
shortages of labour, energy or raw materials, difficulties in obtaining the necessary official authorisations, official measures, or the failure of suppliers to deliver, or to deliver correctly or on time), for which the Seller is not responsible. Where such events make delivery or performance substantially more difficult or impossible for the Seller, and the hindrance is not merely of a temporary nature, the Seller shall be entitled to withdraw from the contract. In the event of impediments of a temporary nature, the delivery or performance periods shall be extended or the delivery or performance dates postponed by the duration of the impediment plus a reasonable start-up period. Where, as a result of the delay, the Buyer cannot reasonably be expected to accept the delivery or service, the Buyer may withdraw from the contract by giving the Seller immediate written notice.

4. Dispatch, Transfer of Risk

Risk shall pass to the buyer as soon as the consignment has been handed over to the carrier or has left
the seller’s warehouse for the purpose of dispatch. This shall also apply in the event of partial deliveries. If dispatch becomes impossible through no fault of the seller, or if dispatch or handover is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer from the date on which the goods are ready for dispatch and the seller has notified the buyer accordingly.

5. Quantity Tolerances

The quantities ordered shall be adhered to by weight as far as possible. Bearing in mind that delivery is made only in containers, the seller is entitled to deliver quantities up to 10 per cent more or less
than the goods ordered. 

6. Warranty, compensation

(1) Recommendations for use and processing are general guidelines only, as the areas of application and working conditions for the Seller’s products vary
considerably. The consumption figures stated by the seller can only be average empirical values. No claims may be derived from consumption quantities that deviate
from the seller’s specifications in individual cases.

(2) The correct and therefore successful application of the Seller’s products is beyond the Seller’s control. The quality of the Seller’s products is therefore only guaranteed if they are processed professionally in accordance with the Seller’s application instructions. If these application instructions are not followed or alterations
are made to the products, any warranty shall lapse unless the buyer refutes a substantiated claim that it was one of these circumstances that caused the defect
.

(3) In the event of a defective delivery, the seller is initially obliged to make a replacement delivery free of charge. If the replacement delivery is not made within a reasonable time, the buyer
must first set a reasonable grace period. Once this period has elapsed without result, the buyer retains the right to demand a reduction in the price or to rescind the contract
.

(4) Any claims the buyer may have arising from material defects shall lapse if the goods purchased from the seller have been processed or resold without a sufficient or timely inspection, or
in the knowledge of a defect or damage. Defects in part of the delivery do not entitle the buyer to reject the entire delivery.

(5) The preceding paragraphs set out the warranty for the products in full and exclude any other warranty claims of any kind. This does not apply to
claims for damages, which are, however, subject to the limitation of liability in accordance with Clause 11.

(6) The buyer must notify the seller in writing of any obvious defects, excluding transport damage, without delay, but no later than one week after receipt
of the delivered goods. The notification shall be deemed to have been made in good time if it is dispatched by the buyer. If the buyer fails to give notice, the goods shall be deemed to
have been accepted. Defects, excluding transport damage, which cannot be detected even upon careful inspection within the aforementioned period, must be reported to the seller
in writing immediately upon discovery.

(7) The buyer’s warranty rights shall lapse one year after delivery of the goods. This period shall not apply to the Buyer’s claims for damages arising from injury
to life, limb or health, or from intentional or grossly negligent breaches of duty by the Seller or its vicarious agents, which shall
be subject to the limitation periods laid down by law.

7. Transport damage

Any transport damage immediately visible externally must be reported by the buyer directly upon delivery to the driver of the delivery company and to the seller. Damage caused during transport that is not immediately apparent from the outside must be reported to the seller in writing within 24 hours of receipt of the goods. The notification shall be deemed to have been made in good time if it is dispatched by the buyer. If damage caused during transport is not reported in good time, the goods shall be deemed to have been accepted as regards such damage.

8. Prices, Payment

(1) All prices in price lists, brochures and quotations are exclusive of VAT at the applicable rate.

(2) For all orders with a total value of up to and including €800.00 plus VAT, it is agreed that the buyer shall pay the seller a flat-rate
processing fee of €100.00.

(3) The Seller’s invoices are payable within 30 days of the invoice date without any deduction. The date on which payment is received by the seller shall be decisive.
Notwithstanding any provisions to the contrary on the part of the buyer, the seller is entitled to apply payments first towards the buyer’s older debts and shall inform the buyer of the manner in which the set-off has been made. If costs and interest have already been incurred, the Seller is entitled to apply the payment first towards the costs, then towards the interest and finally towards
the principal sum.

(4) The seller grants a 2% discount for payment made within 8 days of the invoice date.

(5) Where cheques or, in exceptional cases, bills of exchange are accepted, all associated costs, including those of encashment, shall be borne by the buyer.

(6) The seller is entitled to carry out or provide any outstanding deliveries or services only against advance payment or the provision of security, if, after
conclusion of the contract, the seller becomes aware of circumstances which are likely to significantly impair the buyer’s creditworthiness and which jeopardise the buyer’s payment of the seller’s outstanding claims
arising from the relevant contractual relationship (including from other individual orders).

(7) The buyer shall only be entitled to set-off, retention or reduction – even where notices of defects or counter-claims are asserted – if the counter-claims
have been legally established or are undisputed.

9. Packaging, drums, crates

(1) Where permissible, packaging shall not be taken back but must be disposed of by the buyer via the disposal system designated by the seller.

(2) Containers remain the property of the seller and may only be used for the storage of the goods delivered by the seller. They must be returned immediately, carriage paid
. If the return is not made within 3 months of the delivery date, empty containers will not be taken back but will be charged to the buyer at the price of their replacement
, which the buyer must reimburse to the seller. The buyer reserves the right to prove that the seller has suffered significantly less loss.

10. Retention of Title

(1) Until all claims (including all balance claims arising from current accounts) to which the seller is entitled against the buyer, now or in
the future, for any legal reason, have been settled, the retention of title set out below shall apply.

(2) The goods remain the property of the seller. Any processing or transformation shall always be carried out on behalf of the seller as the manufacturer, but without any obligation on the seller’s part. If the Seller’s (co-)ownership
is extinguished as a result of incorporation, it is hereby agreed that the Buyer’s (co-)ownership of the single item shall pass to the Seller
in proportion to its value (invoice value). The buyer shall hold the seller’s (co-)ownership in safekeeping free of charge. Goods in respect of which the seller holds (co-)ownership are hereinafter referred to as ‘goods subject to retention of title’.

(3) The buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business, provided that the buyer is not in default. Pledging and transfer of ownership by way of security are not permitted. In the event of the resale of the goods subject to retention of title, the buyer hereby assigns to the seller, by way of security, the resulting claim against the
purchaser – in the case of the seller’s co-ownership of the goods subject to retention of title, on a pro rata basis in accordance with the seller’s share of co-ownership. The same applies to any other claims that
take the place of the goods subject to retention of title or otherwise arise in connection with such goods, such as insurance claims or claims arising from tort in the event of loss
or destruction. The seller hereby accepts this assignment. The seller revocably authorises the buyer to collect the claims assigned to the seller on
the seller’s behalf in the buyer’s own name. This authorisation to collect may only be revoked if the buyer fails to fulfil its payment obligations properly
.

(4) In the event of third-party claims against the goods subject to retention of title, in particular seizures, the buyer shall draw attention to the seller’s ownership and notify the seller without delay so
that the seller may enforce its ownership rights. Insofar as the third party is unable to reimburse the Seller for any judicial or extrajudicial
costs incurred in this connection, the Buyer shall be liable to the Seller for such costs.

(5) In the event of the buyer’s breach of contract – in particular default on payment – the seller shall be entitled to reclaim the goods subject to retention of title or, where applicable, to demand assignment of the buyer’s claims for surrender against third parties. The taking back or seizure of the goods subject to retention of title by the seller shall not constitute a withdrawal from the contract.

(6) The seller shall release the goods subject to retention of title, as well as any rights of ownership and claims taking their place, to the extent that their value exceeds the amount of the seller’s secured claim by more than 20 per cent.

11. Limitation of Liability

(1) The Seller shall only be liable for damages – regardless of the legal basis, in particular arising from impossibility, delay, defective or incorrect delivery, breach of contract,
breach of duties during contract negotiations and tort – insofar as fault is a determining factor in each case, if the damage
a) has been caused by a culpable breach of an essential contractual obligation on the part of the seller or
b) is attributable to gross negligence or wilful misconduct on the part of the seller, its legal representatives or its agents or vicarious agents.
Obligations are considered essential to the contract if their fulfilment is a prerequisite for the proper performance of the contract and on whose observance the buyer
regularly relies and is entitled to rely, e.g. delivery of the goods free from material defects.

(2) Insofar as the seller is liable for damages in principle pursuant to Clause 11(1), such liability shall be limited to damages which the seller foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract, or which the seller ought to have foreseen had the seller exercised the care customary in the trade. Furthermore, indirect and consequential damages resulting
from defects in the goods are only recoverable to the extent that such damages are typically to
be expected when the goods are used for their intended purpose.

(3) Insofar as the Seller’s liability is excluded or limited, this shall also apply to the Seller’s employees, staff, representatives and vicarious agents.

(4) Where the seller provides technical information or acts in an advisory capacity, and such information or advice does not form part of the contractually agreed scope of services owed by the seller, this shall be provided free of charge and subject to the exclusion of any liability.

(5) The limitations set out in this Section 11 shall not apply to the Seller’s liability arising from wilful misconduct, guaranteed characteristics of the goods, injury to
life, limb or health, or under the Product Liability Act. Other mandatory statutory liability provisions also remain unaffected.

12. Final Provisions

(1) Amendments and additions to a contract shall only be binding if they have been confirmed in writing by the Seller.

(2) The law of the Federal Republic of Germany shall apply to these business relations and to all legal relations between the Seller and the Buyer. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

(3) Insofar as the buyer is a trader within the meaning of the German Commercial Code, a legal person governed by public law or a special fund under public law, Düsseldorf shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

(4) Should any provision in these terms and conditions or any provision under other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Effective 1 February 2024; all previous editions are hereby superseded.