General Terms and Conditions

General Terms and Conditions of Sale and Delivery
of ChemPur Feinchemikalien und Forschungsbedarf GmbH, Karlsruhe

§ 1 General Provisions

1. The following terms and conditions apply to all deliveries and offers from ChemPur to business partners who are not consumers within the meaning of § 13 BGB (German Civil Code) (hereinafter: “Customers”).
2. General terms and conditions or purchasing conditions of the Customer shall not become part of the contract, even if ChemPur does not object to a reference by the Customer to the applicability of such contractual conditions and performs the contract.
3. Deviations from these terms and conditions require written form to be effective.

§ 2 Conclusion of Contract; Scope of Performance

1. Offers from ChemPur are non-binding. A binding delivery contract is concluded when ChemPur confirms the Customer’s order in writing or executes it.
2. The scope and content of the delivery are determined by the specification in ChemPur’s written order confirmation, possibly in conjunction with the analysis data confirmed by ChemPur. For orders of catalog goods, the specification in ChemPur’s latest catalog applies. The specification defines ChemPur’s delivery obligation but is not a guarantee in the legal sense; such a guarantee requires an additional written agreement.
3. Deviations of delivered goods within the agreed tolerances are possible, unless otherwise agreed in writing (e.g., delivery from a specific batch).
4. It is the Customer’s responsibility to check the suitability and admissibility of the ordered goods for the intended purpose. ChemPur assumes only delivery obligations, but no advisory obligations.

§ 3 Delivery; Transfer of Risk

1. Delivery periods stated by ChemPur are – except for an express written agreement of a specific delivery time – approximate periods. If agreed delivery periods are exceeded, the Customer can only exercise their statutory rights after having set ChemPur a reasonable grace period in writing, and this period has expired without result. If the Customer wishes to withdraw from the contract after the fruitless expiry of the grace period (e.g., by rescission or damages in lieu of performance), they must threaten this consequence in writing together with the setting of the deadline.
2. Cases of force majeure, operational disruptions, and non-delivery by sub-suppliers for which ChemPur is not responsible, release ChemPur from further execution of the order for the duration of the disruption and to the extent of its effects. As long as ChemPur and the Customer clarify technical requirements or content of an order, agreed delivery periods do not run.
3. If ChemPur undertakes the order for the production and delivery of new products that are not in stock at ChemPur or third parties and for whose production there is no established state of the art, ChemPur shall be released from the assumed obligation if ChemPur proves that ChemPur is unable to produce the product in question in accordance with the contract despite reasonable efforts.
4. ChemPur is entitled to make partial deliveries and partial performances.
5. The risk of loss and deterioration of goods shipped passes to the Customer at the time ChemPur hands over the goods to the carrier. ChemPur insures the delivery at the Customer’s request and expense against transport risk.
6. If the Customer defaults on accepting ordered goods, ChemPur is entitled, after setting a grace period of 14 days, to withdraw from the contract and demand damages, without prejudice to its other rights due to creditor default. ChemPur may claim lump-sum damages of 30% of the order value. ChemPur may prove higher damages, and the Customer may prove lower damages.

§ 4 Prices

1. Prices offered and agreed upon by ChemPur are plus the value-added tax valid at the time of invoicing. For catalog orders, the catalog prices valid at the time of contract conclusion are decisive.
2. ChemPur is entitled to charge shipping costs and expenses in addition.

§ 5 Payment, Set-off, Assignment

1. Unless otherwise agreed in writing, ChemPur invoices are to be paid within 10 days of the invoice date, without deduction and free of charges.
2. ChemPur may charge default interest at a rate of eight percentage points above the base interest rate. The right to claim further damages caused by delay remains reserved.
3. Set-off is only permissible with counterclaims of the Customer that are acknowledged by ChemPur or have been legally established.
4. The Customer may only transfer or assign their legal position from contracts with ChemPur or individual claims against ChemPur to third parties with ChemPur’s written consent.

§ 6 Customer’s Duty to Inspect; Liability for Defects in Quality and Title

1. The Customer is obliged to inspect delivered goods immediately upon receipt for shortages or non-contractual quality and to notify ChemPur immediately of any complaints in writing.
2. ChemPur warrants, in accordance with sales law, that the delivered goods are free from defects in quality and title. ChemPur shall provide owed supplementary performance, at its discretion, by rectification or replacement delivery. If supplementary performance fails after the expiry of a reasonable period to be set by the Customer in writing, the Customer may, at their discretion, demand rescission of the contract, reduction of the remuneration, or a new defect-free delivery. ChemPur shall pay damages for defects in quality and title in accordance with statutory provisions, but only within the scope of the limitation of liability clause pursuant to § 7.
3. The Customer is obliged to specifically describe any defects in the goods – at ChemPur’s request by submitting test or analysis protocols – and to assist ChemPur in the investigation of defects to a reasonable extent. The Customer’s rights due to defects in quality and title shall lapse if they violate the obligation to immediately inspect and give notice of defects in the goods pursuant to paragraph 1 or if they violate their outstanding obligation to assist ChemPur in the investigation and rectification of defects, and this is thereby not insignificantly hindered.
4. The Customer’s rights due to defects in quality and title shall become time-barred within one year after delivery of the goods. This does not apply in the cases of § 438 para. 1 no. 1 or 2 or para. 3 BGB or in the case of ChemPur’s liability for intent; in these cases, the statutory limitation period applies.

§ 7 Limitation of Liability Clause

1. ChemPur shall be liable to the Customer for damages or reimbursement of futile expenses, regardless of the legal reason – contractual or non-contractual – only in cases of intent and gross negligence to the full extent. In the event of a breach of an essential contractual obligation (cardinal obligation), ChemPur shall also be liable without limitation as to the amount, regardless of the degree of fault, but only for such foreseeable damages whose occurrence was intended to be prevented by the cardinal obligation and whose occurrence ChemPur could reasonably expect at the time of contract conclusion. A breach of a cardinal obligation within the meaning of the preceding sentence exists in the event of a breach of an obligation whose fulfillment is essential for the proper execution of the contract or whose breach jeopardizes the achievement of the contract’s purpose and on whose compliance the client may regularly rely. Liability for delay and initial impossibility is – except in the case of unlimited liability due to intent – limited to the simple amount of the order value, regardless of the degree of fault.
2. In cases of slight negligence, ChemPur shall not be liable – apart from the cases regulated above.
3. ChemPur’s liability for personal injury and under the Product Liability Act and for guarantees given by ChemPur remains unaffected by the foregoing limitations of liability.

§ 8 Retention of Title

1. ChemPur retains title to all goods delivered by ChemPur (reserved goods) until full settlement of all claims against the Customer arising from the business relationship with the Customer. The resale or pledging of reserved goods requires ChemPur’s consent.
2. Dealer customers of ChemPur are permitted to resell reserved goods in the ordinary course of business. The Customer hereby assigns to ChemPur by way of security all claims arising from the resale or any other legal reason with regard to the reserved goods against third parties in full.
3. ChemPur will release fully paid deliveries insofar as the security existing through the retention of title exceeds the claims to be secured by more than 10%.
4. If, after conclusion of the contract, significant deteriorations in the Customer’s financial situation occur that give rise to doubts about their solvency, ChemPur is entitled to withhold its deliveries and to set the Customer a reasonable period for making an advance payment or providing security. After the fruitless expiry of the period, ChemPur is entitled to withdraw from the contract.

§ 9 Final Provisions

1. The place of performance is Karlsruhe.
2. German law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
3. The exclusive place of jurisdiction for all disputes is Karlsruhe if the Customer is a merchant or a legal entity under public law or a special fund under public law, or if they do not have a general place of jurisdiction in the Federal Republic of Germany.
4. Should any of the provisions of these terms and conditions be invalid, the validity of the remaining provisions shall not be affected. Invalid provisions shall be replaced by valid regulations that achieve the intended economic purpose as far as possible.