• 1. General – Scope

  • 1.1. The following terms of sale apply only to enterprises, legal entities in public law or public-law special funds according to Section 310 (1) of the German Civil Code (also referred to hereinafter as “Customer“).
  • 1.2. Contracts for our deliveries and services shall be brought about exclusively on the basis of the following terms and conditions. We do not accept the Customer’s contrary or differing terms and conditions unless we have expressly agreed in writing that they shall apply. Our terms and conditions shall still apply if we carry out delivery or provide the service to the Customer without reservation in the knowledge of the Customer's contrary or differing terms and conditions.
  • 1.3. Our terms of sale shall also apply to all future business with the Customer.

• 2. Offer and Order

  • 2.1. Our offers made in electronic form, in writing or verbally do not constitute an offer in the legal sense but shall be deemed merely an invitation to the Customer to place an order.
  • 2.2. The Customer shall be bound by the order for seven days from receipt by us.
  • 2.3. Our offers are always made subject to obtaining our supplies correctly and on time.

• 3. Industrial Property Rights, Copyright

  • 3.1. Contractual products including drawings, drafts, descriptions and similar documents and software are normally subject to manufacturer’s or licensee’s industrial property rights and/or copyright.
  • 3.2. We shall not be held liable for damage due to infringement of such property rights unless we were aware or ought to have been aware that such rights existed and as a result the Customer is exposed to third party claims.

• 4. Lead Times and Deliveries

  • 4.1. The method of shipping to the Customer shall be decided by us.
  • 4.2. The lead time shall be extended appropriately in the event of measures connected with industrial disputes, in particular strike and lockout, and if unforeseen obstacles arise that are beyond our control if such obstacles demonstrably have a significant effect on the production or delivery of the delivery item. This shall also apply if such circumstances affect our suppliers. We shall not be answerable for the above-mentioned circumstances if they arise during an existing delay. We shall notify the Customer as soon as possible of the start and end of such obstacles.
  • 4.3. We shall be entitled to make reasonable partial deliveries and to invoice such partial deliveries.

• 5. Inspection of Goods

  • The Customer shall examine the goods immediately to check that they are complete, in accordance with the delivery documents and the order and free from defects and shall notify any recognizable nonconformities and defects immediately in writing. If no complaint is received within five working days from receipt by the Customer the delivery shall be deemed to conform with the contract unless the nonconformity was not recognizable despite careful examination. Damage in transit or shortages recognizable at delivery shall also be noted on the carrier’s acknowledgment of receipt pursuant to Section 438 of the German Commercial Code.

• 6. Prices and Payment

  • 6.1. The price stated in our acknowledgment shall apply, or, save as otherwise stipulated in writing, the price shown in our price list as at the date of acceptance of the order.
  • 6.2. A markup for small volume purchases, currently EUR 7.60, shall be charged on deliveries to public chemists with a goods value of less than EUR 250.
  • 6.3. Our prices are net ex works and are exclusive of VAT at the rate in force.
  • 6.4. We reserve the right to increase our prices accordingly if costs rise after conclusion of the contract, in particular because of collective agreements, material price increases or exchange rate fluctuations. We shall furnish proof of these to the Customer on request.
  • 6.5. Unless otherwise agreed payments shall be due 14 days after the invoice date with 2% discount or within 30 days from the invoice date without any deduction. If the Customer exceeds the times allowed for payment we shall be entitled, other rights notwithstanding, to demand default interest at the rate of 8% p.a. above the base rate in force at the time in accordance with the German Civil Code. All outstanding claims shall become due immediately if the Customer fails to pay by the due date.
  • 6.6. Retention of payments or set-off against any counterclaims of the Customer’s shall be permissible only if the claims have become res judicata or if we do not dispute the counterclaims.

• 7. Retention of Title

  • 7.1. We shall retain title to the delivery items until full settlement of all claims arising from the business relationship between us and the Customer.
  • 7.2. The Customer shall treat the delivery items carefully; in particular, if the Customer puts the items into store they shall be adequately insured against fire, water and theft damage at the Customer’s expense.
  • 7.3. The Customer shall be entitled to resell or use the delivery items in the ordinary course of business; however, the Customer is not permitted to pledge them or assign them as security. Claims arising from resale of the goods shall here and now be assigned to us in the final invoice amount.
    The Customer shall still be entitled to collect the claims without that affecting our authority to collect the claim ourselves. However, we shall refrain from collecting the assigned claims as long as the Customer meets its payment obligations arising from the proceeds received, is not in default of payment, no application to commence court insolvency proceedings has been made and the customer has not suspended payments. We hereby accept assignment. The Customer shall give us all information and details necessary to collect the claims assigned.
  • 7.4. Any working or processing or transformation of reserved goods shall take place on our account. In the case of processing, combining, blending or mixing reserved goods with other goods that do not belong to us we shall acquire the resulting co-ownership share in the new thing in proportion to the invoice value of the reserved goods to the other goods processed at the time of processing, combining, blending or mixing.
    It is hereby stipulated that if the Customer acquires exclusive ownership of the new thing the Customer shall transfer proportional co-ownership to us. This shall be preserved for us free of charge. The assignment of future claim stipulated above shall apply in the above-mentioned cases only in the amount of the invoice value of the reserved goods resold together with other goods. The Customer shall inform us immediately in the event of seizure or other third party attachment of the reserved goods or the claims assigned in advance and shall supply the details necessary for intervention. Expenses thereby arising that cannot be recovered from the third party shall be borne by the Customer.
  • 7.5. We shall release the securities furnished to us in accordance with the above provisions at the Customer’s option and request insofar as the value of the securities exceeds the claims to be secured by more than 20%.

• 8. Warranty of Quality

  • 8.1. The Customer shall not assert rights in respect of defects unless the Customer has duly fulfilled its obligations of examination and notification of defects.
  • 8.2. In a warranty case we shall be entitled at our option first of all to effect subsequent performance by remedying the defects or delivering a replacement. Exchanged goods or parts thereof are our property and shall be surrendered to us. If we are unwilling or unable to effect subsequent performance or if this is delayed for an unacceptably long time through our fault or if subsequent performance fails for other reasons or if subsequent performance is not acceptable to the Customer, the Customer shall be entitled at its option to withdraw from the contract or to demand a corresponding reduction in the purchase price.
  • 8.3. Warranty claims shall become statute-barred 12 months from passing of risk.

• 9. Liability

  • 9.1. The following limitations of liability notwithstanding we shall be liable in accordance with the law for injuries to life, limb and health caused by negligent or wilful breach of duty by us, our legal representatives or vicarious agents and for damage covered by liability under the Product Liability Act.
    We shall likewise be liable in accordance with the law for damage not comprised in Clause 1 caused by wilful or grossly negligent breaches of contract and malice by us, our legal representatives or our vicarious agents. In this case, however, our liability shall be limited to the foreseeable damage typically occurring unless we, our legal representatives or our vicarious agents have acted wilfully.
  • 9.2. If we have warranted the quality and/or shelf life of the goods or parts thereof we shall also be liable to that extent under that warranty. However, we shall not be liable for damage caused by the absence of the warranted quality or shelf life which does not occur directly to the goods unless the risk of such damage is clearly covered by the quality and shelf life warranty.
  • 9.3. We shall also be liable for damage caused by us by ordinary negligent breach of contractual obligations the fulfilment of which is essential for proper performance of the contract and on the fulfilment of which the Customer regularly relies and is entitled to rely. However, we shall be liable only insofar as the damage is typically connected with the contract and foreseeable.
  • 9.4. Any other liability shall be excluded irrespective of the legal nature of the claim made. This shall apply in particular to tort claims or claims for reimbursement of expenses incurred in vain instead of performance.

• 10. Export

  • We wish to point out that products supplied by us are intended for use in and to remain in the Federal Republic of Germany, unless otherwise agreed in writing with the Customer.

• 11. Miscellaneous

  • Any collateral agreements shall be made in writing. This shall also apply to waiver of the written form requirement.
    Should any of the above terms and conditions be ineffective this shall not affect the effectiveness of the contract in other respects and the other terms and conditions.

• 12. Place of Jurisdiction and Place of Performance

  • The place of performance for all obligations arising from the contractual relationship shall be Achenmühle. The place of jurisdiction for all disputes with merchants, legal entities in public law and public-law special funds arising from the contractual relationship, its creation and effectiveness shall be our registered office, i.e. currently Achenmühle. However, we shall also be entitled to sue the Customer at its registered office. The entire contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods.

Stand: Dezember 2007