Legal Notice

General Terms and Conditions

§ 1 Applicability of the General Terms and Conditions

(1) EXTRACHEM supplies business customers within the meaning of Sections 14 and 310 (1) of the German Civil Code (BGB) exclusively subject to the following terms and conditions of sale and delivery.
(2) The applicability of other terms and conditions—in particular the buyer’s purchasing terms or the contracting party’s general terms and conditions—is subject to the express written confirmation of EXTRACHEM. In the absence of written confirmation of conflicting general terms and conditions, such terms shall not apply.

§ 2 Offer and Acceptance

(1) Offers made by EXTRACHEM are non-binding. Orders become binding on EXTRACHEM only if and to the extent that they are confirmed in writing or their execution has commenced. Verbal agreements, promises, and guarantees made by employees—with the exception of corporate officers, holders of commercial power of attorney (*Prokuristen*), and holders of general power of attorney—in connection with the conclusion of the contract become binding only upon written confirmation. Any waiver of this written form requirement must also be made in writing. The written form requirement is satisfied by fax and email.

(2) Supplementary clauses regarding the description of goods—such as “approximately,” “as previously supplied,” “as before,” or similar additions—in EXTRACHEM’s offers refer exclusively to the quality or quantity of the goods, not to the price. Corresponding statements in the buyer’s orders are interpreted by EXTRACHEM in the same manner. The agreements reached in connection with the conclusion of the respective contracts are decisive for the content of the contract in question.

(3) Quantity specifications provided by EXTRACHEM are approximate. Deviations of +/- 10% from the agreed quantity are deemed to be in accordance with the contract. Such quantity deviations shall reduce or increase the agreed purchase price accordingly.

(4) Partial deliveries are permissible to an extent reasonable for the customer.

§ 3 Purchase Price and Payment

(1) The quoted prices are exclusive of statutory VAT, taking into account, in particular, the respective place of delivery. They are calculated based on the quantities or weights determined by EXTRACHEM or any upstream suppliers.

(2) The purchase price is due for payment net upon delivery of the goods, unless otherwise agreed in writing. If the due date is exceeded, interest shall be charged at a rate of 9 percentage points above the base interest rate, plus a flat-rate compensation for damages due to delay in the amount of €40 pursuant to Section 288 (2) of the German Civil Code (BGB).

(4) The buyer may only set off the claim for the purchase price against counterclaims that are undisputed or have been established by a final, non-appealable judgment. The buyer is entitled to rights of retention only insofar as they are based on the same contractual relationship.

(5) EXTRACHEM is entitled to declare the purchase price claim or the outstanding balance—with the exception of time-barred claims—due and payable if the buyer fails to meet its payment obligations, in particular by ceasing payments or if a check is dishonored, or if other circumstances become known to EXTRACHEM that call the buyer’s creditworthiness into question.

(6) If cost factors—specifically the prices of raw materials or auxiliary materials, as well as wages and transport costs—change after the order confirmation, EXTRACHEM may make a corresponding price adjustment, provided that a period of more than four months elapses between the order confirmation and delivery. Customs duties, currency fluctuations, low or high water levels, and surcharges for congestion or ice that come into effect after the conclusion of the contract shall be borne by the customer.

§ 4 Delivery, Shipment, and Acceptance

(1) Agreed delivery periods and dates shall always be deemed approximate unless a fixed date has been expressly agreed upon as such in writing.

(2) Shipments within or to European Union Member States (excluding candidate countries) are generally made on a DDP (“Delivered Duty Paid”) basis, unless a specific alternative shipping method has been expressly agreed upon. Shipments outside the EU are generally made on a DDU (“Delivered Duty Unpaid”) basis, unless a specific alternative shipping method has been expressly agreed upon. Deliveries to Israel are made on an Ex-Works basis, unless a specific alternative shipping method has been expressly agreed upon.

(3) In the case of deliveries that do not involve EXTRACHEM’s own operations (drop shipments), the delivery date or deadline is deemed met if the goods leave the point of dispatch in sufficient time to arrive at the recipient’s location by the deadline, assuming standard transit times.

(4) Events of force majeure—including public-law restrictions as well as strikes and lockouts—entitle EXTRACHEM to withdraw from the contract. Claims for damages due to breaches of duty are excluded in such cases. This also applies in the event of a failure by a supplier to deliver to EXTRACHEM on time, provided such failure is not attributable to EXTRACHEM. EXTRACHEM undertakes to inform the buyer of such events without delay.

(5) EXTRACHEM shall not be liable for any impossibility or delay in the performance of delivery obligations if and to the extent that such impossibility or delay is attributable to circumstances caused by the Buyer—specifically, the Buyer’s fulfillment of its public-law obligations in connection with European Regulation (EC) No. 1907/2006 (REACH Regulation), as amended from time to time.

(6) If the buyer collects the goods from the place of delivery, the buyer (or their representative) must load the vehicle and comply with statutory regulations, particularly those concerning the transport of dangerous goods. The buyer is responsible for unloading and storing the goods in all cases.

(7) Upon delivery, the customer must immediately inspect the goods supplied by EXTRACHEM for usability and conformity. Obvious defects must be reported to EXTRACHEM in writing within 6 days of arrival at the destination, specifying the exact nature of the complaint. In the event of direct delivery to third parties, the notification period is extended to 14 days. The customer must also give immediate notice of hidden defects in the same manner. Failure by the customer to comply with the aforementioned obligations shall result in the exclusion of any potential warranty claims.

§ 6 Packaging

(1) Packaging shall be disposed of in accordance with statutory regulations. Where EXTRACHEM delivers goods in returnable packaging, such packaging must be returned—at the buyer’s expense and risk—in an empty and undamaged condition no later than 30 days after receipt, or, where applicable, handed back to the delivery vehicle free of charge against a receipt.

(2) Markings affixed to packaging must not be removed. Returnable packaging must not be exchanged or refilled. The buyer bears the risk of any reduction in value, exchange, or loss. The supplier’s incoming inspection findings are decisive. Using the returnable packaging as a storage container or passing it on to third parties is prohibited unless agreed upon in writing beforehand.

§ 7 Retention of Title

(1) Ownership of the goods (goods subject to retention of title) shall not pass to the Buyer until the purchase price and all other claims arising from the business relationship with EXTRACHEM—including those arising in the future—have been paid in full. This applies even if payments are made against specifically designated claims.

(2) As long as the buyer duly meets its obligations to EXTRACHEM, it is authorized to use the goods subject to retention of title in the ordinary course of business, provided that its claims arising from the resale are assigned to EXTRACHEM in accordance with Paragraph 5.

(3) If the Buyer fails to meet its payment obligations even after the setting of a grace period, EXTRACHEM is entitled to demand the return of the goods subject to retention of title without setting a further grace period and without declaring withdrawal from the contract. For the purpose of such repossession, EXTRACHEM is entitled, where applicable, to enter the Buyer’s premises.

(4) Any processing or transformation of the goods subject to retention of title is carried out on behalf of EXTRACHEM without giving rise to any obligation on its part. EXTRACHEM acquires ownership of the intermediate and final products in proportion to the invoice value of the goods subject to retention of title relative to the invoice values of third-party goods; the buyer holds these items in safe custody for us on a fiduciary basis and free of charge. The same applies in the event of combination or mixing of the goods subject to retention of title with third-party goods within the meaning of Sections 947 and 948 of the German Civil Code (BGB).

(5) The Buyer hereby assigns to EXTRACHEM, as security for all of EXTRACHEM’s claims, any claims against third parties arising from the resale of goods subject to retention of title. If the Buyer sells goods in which EXTRACHEM holds a share of ownership pursuant to Paragraph 4, the Buyer assigns to EXTRACHEM the claims against the third parties in the corresponding partial amount. If the Buyer uses the goods subject to retention of title in the performance of a contract for work and services or a similar contract, the Buyer assigns the corresponding claims to EXTRACHEM.

§ 8 Liability

(1) The required internal and external properties of the goods are determined by the agreed specifications; in the absence thereof, by EXTRACHEM’s product descriptions, markings, and specifications; and in the absence of these, by established practice and trade usage. References to standards or similar regulatory frameworks, information in safety data sheets, details regarding the suitability of the goods, and statements in advertising materials do not constitute assurances or guarantees, nor do declarations of conformity.

(2) If we provide advice to the buyer—whether verbally, in writing, or through trials—we do so to the best of our knowledge but without liability on our part; such advice does not relieve the buyer of the obligation to personally verify the suitability of the supplied goods for the intended processes and purposes.

(3) Statutory provisions, such as Section 377 of the German Commercial Code (HGB), apply to the inspection of the goods and the notification of defects, subject to the proviso that the buyer must notify EXTRACHEM of any defects in writing. If the goods are delivered in shipping units, the buyer must additionally verify that the labeling of each individual shipping unit corresponds to the order. Furthermore, prior to unloading, the buyer must satisfy themselves that the goods are of the contractually agreed quality by taking samples in accordance with customary trade practices.

(4) In the event of a justified notice of defect given within the prescribed time limit, EXTRACHEM may, at its discretion, either remedy the defect or supply non-defective goods (subsequent performance). If subsequent performance fails or is refused, the buyer is entitled to exercise statutory rights. If the defect is not significant and/or the goods have already been sold, processed, or altered, the buyer is entitled only to a reduction in price.

(5) Further claims are excluded in accordance with § 8. This applies in particular to claims for compensation for damage not occurring to the goods themselves (consequential damage).

§ 9 General Limitation of Liability and Statute of Limitations

(1) EXTRACHEM shall be liable for the breach of contractual and non-contractual obligations—specifically in cases of impossibility, delay, fault during contract negotiations, and tort—including liability for our executive staff and other agents, only in cases of willful intent or gross negligence, limited to the damage typical of the contract and foreseeable at the time of its conclusion. Otherwise, our liability—including for defects and consequential damages resulting from defects—is excluded.

(2) The limitations shall not apply in the event of a culpable breach of material contractual obligations where the achievement of the contractual purpose is jeopardized, in cases of liability under the Product Liability Act, in the event of injury to life, body, or health, or where and to the extent that EXTRACHEM has fraudulently concealed defects in the goods or guaranteed their absence. The rules regarding the burden of proof remain unaffected.

(3) Unless otherwise agreed, contractual claims arising for the Buyer against EXTRACHEM in connection with the delivery of goods and other services shall become time-barred one year after delivery of the goods. This shall not affect EXTRACHEM’s liability for intentional or grossly negligent breaches of duty or for culpably caused injury to life, body, or health.

Article 10 REACH Regulation

(1) If the buyer notifies EXTRACHEM of a use pursuant to Article 37.2 of Regulation (EC) No 1907/2006 of the European Parliament and of the Council concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation) that necessitates an update of the registration or the chemical safety report, or that triggers another obligation under the REACH Regulation, the buyer shall bear all demonstrable costs.

(2) EXTRACHEM shall not be liable for any delay in delivery resulting from the notification of such use and the fulfillment of the corresponding obligations under the REACH Regulation by EXTRACHEM. If, for reasons of health or environmental protection, it is not possible to include such use as an identified use, and if the Buyer—contrary to EXTRACHEM’s advice—intends to use the goods in a manner against which EXTRACHEM has advised, EXTRACHEM may withdraw from the contract. The Buyer may not derive any rights against EXTRACHEM from the foregoing provisions.

§ 11 Place of jurisdiction, applicable law, severability clause

(1) The place of jurisdiction for all disputes between EXTRACHEM and the customer is Bielefeld.

(2) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods – CISG of 11 April 1980) in its respective current version.

(3) Should any of the foregoing clauses be or become invalid, the invalid provisions shall be replaced by regulations that come closest to the economic purpose of the contract while reasonably safeguarding the interests of both parties.