GENERAL TERMS OF DELIVERY

Based on the General Terms of Delivery published by Verband TEGEWA e.V. (Verband der Hersteller von Textil-, Papier-, Leder- und Pelzhilfsmitteln, Tensiden, Komplexbildnern, Antimikrobiellen Mitteln, Polymeren Flockungsmitteln, Kosmetischen Rohstoffen und Pharmazeutischen Hilfsstoffen oder verwandten Produkten e. V.) (German Association of the manufacturers of textile, paper, leather and fur auxiliaries, surfactants, complexing agents, antimicrobial agents, polymeric flocculants, cosmetic raw materials and pharmaceutical excipients and allied products), Mainzer Landstraße 55, 60329 Frankfurt am Main, Germany

I. OFFER, CONCLUSION OF CONTRACT

1. The following General Terms of Delivery apply to all deliveries, services (including application technology consulting) and offers by us (hereinafter also referred to as “Supplier”). These General Terms of Delivery are an integral part of all contracts that we conclude with our contractual partners (hereinafter also referred to as "Purchasers") for the deliveries or services offered by us, unless otherwise individually agreed. They also apply to all future deliveries, services or offers to the customer, even if they are not explicitly agreed again. Deviating conditions of the customer do not bind us. The acceptance of deliveries or services by the customer shall be deemed to be acceptance of our terms and conditions.
2. Our offers are subject to confirmation after an order has been placed, unless expressly provided otherwise.
3. Extent, quality and substance of the delivery shall be governed by our written confirmation of order or – if such confirmation is not given - by our invoice.
4. The documents pertaining to the offer, such as brochures, samples and weight specifications are approximate only, unless they have expressly been declared as binding. The Supplier may with due regard to the Purchaser’s interests, change the technical structure and the chemical composition of the products.
5. Collateral agreements, amendments and modifications of these General Terms of Delivery must be made in writing.

II. PRICES

Prices are plus VAT, unless otherwise agreed in writing. As far as price calculation is concerned, the weight, the number of items and the quantities as determined by the Supplier shall prevail, unless the Purchaser objects immediately. Transportation insurance is for the Purchaser’s account, unless the separate agreement determines otherwise.

The prices shall be governed by the respective separate agreements subject to the following provisions: if the period between order and delivery exceeds four months, the Supplier shall be entitled in case of a rise in costs in fulfilling the order to increase prices up to 10%. If a price modification of more than 10% is necessary, the Parties shall have to come to an understanding in this matter. If a settlement cannot be reached, the Supplier shall have the option either to withdraw from the contract or to carry out delivery at the original price plus 10%. In case of withdrawal the Purchaser shall not be entitled to any claims for damages of any kind whatsoever against the Supplier.

III. DELIVERY

1. Delivery dates shall be governed by the relevant separate agreements. The delivery dates shall be deemed to be observed if we have given notice of our readiness to ship and the Purchaser does not accept the goods within the delivery deadline.
2. The Purchaser shall take immediate delivery of the consigned goods and documents, even if the goods show negligible defects or if the quantity delivered deviates to an extent customary in trade from the ordered quantity. If the Purchaser does not take delivery of the such goods or refuses to accept such documents, the Purchaser shall be liable for paying all costs, fees, loss of interest, storage expenses, customs duties and, as the case may be, costs incurred from auction of the goods.
3. Interruptions of operations, exceeding of the delivery time or non-deliveries of subcontractors of the Supplier, lack of raw materials, energy or human resources, strikes, lock-outs, difficulties in the procuring of the means of transportation, traffic interruptions, pandemics, orders of higher authority and other cases of force majeure on our and our sub-supplier’s side which are considerable and unforeseeable by the Supplier and not caused by the Supplier shall extend the delivery time for the duration of the impediment to the extent they are of importance for the ability to supply the goods. The Supplier shall inform the Purchaser as soon as possible about the beginning and the end of such impediments.
4. Partial deliveries that are acceptable for the Purchaser shall be admissible. Deliveries shall as a rule be made in standard packaging.
5. We are entitled to suspend the delivery of ordered goods for all transactions with the Purchaser so long as the Purchaser is in arrears with a due payment despite a reminder.
6. Unless otherwise provided by separate agreements between the Parties, the Purchaser shall obtain permits, documents and fulfil other requirements for the import of the goods and the payment of the sales price; the Supplier shall obtain all necessary documentation for export.
7. If the dispatch of ordered goods is delayed by circumstances the Purchaser is responsible for, the risk shall pass to the Purchaser from the day of readiness for dispatch; the Supplier shall, however, be liable to effect upon request and on account of the Purchaser an insurance requested by the Purchaser.

IV. DISPATCH, TRANSFER OF RISK, PACKAGING

1. Unless otherwise provided, the Supplier shall choose the route and method of dispatch taking due account of the interests of the Purchaser.
2. Unless otherwise agreed between the Parties, the risk of destruction, loss of or damage to the goods shall pass to the Purchaser with the dispatch of the goods to the person responsible for dispatch of the goods or, in the case of collection, the risk shall pass to the Purchaser when the Supplier has made the goods available for collection and informed the Purchaser to this effect. This shall also apply to freight pre-paid delivery.
3. Rejected goods may only be returned with explicit consent of the Supplier.
4. The Purchaser shall send back returnable packing without delay and at its own cost. Any loss or damage of returnable packing, as long as such packing has not been received back by the Supplier, shall be borne by the Purchaser if it is responsible for this. Returnable packing may not be used for other purposes or for containing other products. They are exclusively intended for the transportation of the delivered goods. Labels may not be removed.
5. Where commercial terms such as fob, cif, ex works etc. are agreed upon, they shall be interpreted in accordance with the Incoterms in their version applicable on the date of the conclusion of contract.

V. PAYMENT

1. Payment shall be governed by the relevant separate agreements. Bills of exchange and cheques shall be accepted only according to specific agreement and shall not be deemed to constitute payment or be in lieu of payment. The Purchaser has to bear the bank’s discount charges and costs. Payment shall only be deemed to be effected when the amount is definitely available on an account of the Supplier. Retention and set-off based on claims of the Purchaser that are disputed by the Supplier shall be excluded.
2. We reserve the right to use payments at our discretion to settle the oldest invoice items plus accrued default interest and costs, in the order: costs, interest, principal claim. Excluded from this regulation are claims for which a notice of defects is raised.
3. Payments by letter of credit shall be governed by the UNIFORM CUSTOMS AND PRACTISES FOR DOCUMENTARY CREDITS valid from time to time, issued by the ICC, Paris. If payment is effected by way of cheque, bill of exchange, letter of credit, cash against documents, documents against acceptance and the similar this shall be isolated from the underlying transaction. Therefore the Purchaser must refrain from any interference with the flow of payment, in particular in case of complaints about defects.
4. The non-compliance with agreed terms of payment or any other conditions from which, on application of standards customary in banking, a considerable deterioration of the financial circumstances can be concluded, shall result in the immediate maturity of all claims of the Supplier that are based on the same legal relationship. The Supplier shall be entitled to demand payment in advance for still outstanding deliveries as well as to withdraw from the contract at reasonable notice or to claim damages for non-performance; moreover we shall be entitled to prohibit the Purchaser from resale and processing of the goods which have been delivered but not yet been paid for and to recover the unpaid goods at the expense of the Purchaser.
5. If payment has not or not fully been effected within the agreed period the Purchaser, according to Section 288 Paragraph II of the German Civil Code [§ 288 II BGB (Bürgerliches Gesetzbuch)], has to pay interest at the rate of 9% over the base rate pursuant to Section 247 of the German Civil Code [§ 247 BGB] calculated on the still outstanding amount. This does not affect the Supplier’s right to claim additional damages from the Purchaser for the Purchaser’s default.
6. Retention and set-off due to claims of the Purchaser disputed by us are excluded.

VI. COMPLAINTS, CLAIMS BASED ON DEFECTS, LIABILITY

1. Complaints with respect to quality or quantity are immediately, in any case not later than two weeks after receipt of the goods, to be notified in writing to the Supplier quoting the invoice and shipping number, the product name and the package marking. Goods having obvious defects that would have been recognizable during an immediate inspection shall be deemed to have been approved by the Purchaser if we do not receive a written notice within two weeks of delivery. Hidden defects shall be notified not later than one week after their detection. Goods that have hidden defects that have not been notified within one week of their detection shall be deemed to have been approved by the Purchaser.
2. The Purchaser shall check – if required by sample testing – the delivered goods as to their adequacy for their planned application.
3. In case of duly notified and substantiated complaints, the Supplier shall be entitled to provide subsequent performance within a reasonable length of time. If the subsequent performance fails two times, or if it becomes impossible, is unduly refused or unacceptable for the Purchaser, the Purchaser shall be entitled at its own choice to reduce the purchase price or to rescind the contract.
4. Damage claims and claims of compensation for expenses of the Purchaser (damage claims), based on any legal ground whatsoever, above all those arising from any violation of obligations based on the relationship of debenture and from tort – shall be excluded. This shall not apply to the cases of compulsory liability according to the German Product Liability Act [Produkthaftungsgesetz] and in cases of injuring the life, body or health and this shall further not apply to the cases of intentional or grossly negligent causation by us.
5. In cases of a violation of material contractual obligations the damage claim shall be limited to the damage that is typical to this type of contract and foreseeable, unless one of the above-mentioned causes of liability which cannot be excluded do exist. Any liability for consequential damages arising from violations of obligations shall be excluded, unless the obligation which was violated had been intended to protect especially against such consequential damages. The preceding provisions do not imply a change of the burden of proof to the disadvantage of the Purchaser.
6. The preceding exclusions of liability shall also apply to the individual liability of the employees, staff, assistants, agents and any other vicarious agents.
7. Claims of the Purchaser arising from a guarantee shall remain unaffected by the preceding provisions.
8. Claims based on defects regarding the delivered products shall become time-barred after one year, with the exception of claims of the Purchaser against the Supplier arising from defects fraudulently concealed.

VII. CONSULTING SERVICES ON TECHNICAL APPLICATIONS

1. Consulting services on technical application shall be provided by the Supplier to the best of its knowledge. All data and information relating to suitability and application of the products shall not relieve the Purchaser from conducting its own checks and tests with regard to suitability of the products for the envisaged processes and purposes.
2. Furthermore, the Purchaser must absolutely observe the specifications of the safety data sheet and additional documentation for the handling the delivered substances and their respective field of application.
3. The Purchaser shall be liable to give written advice to the Supplier about the current national technical standards applicable to the delivered goods. If the Purchaser fails to do so, it shall not be entitled to hold us liable for non-compliance with these standards. In this case the Purchaser shall further indemnify and hold harmless the Supplier of any resulting liability towards third parties. Such relief from liability is not applicable if the Supplier has violated the regulations of the Purchaser in knowledge of these mentioned standards intentionally or by gross negligence.
4. If the Purchaser intends to use the delivered goods for purposes other than agreed with us in writing, this may only be done after extensive testing and examination and after the Purchaser has obtained the licences and/or certificates issued by the authorities, if required. We shall not be liable for such use.

VIII. RESERVATION OF OWNERSHIP

1. Legal ownership of each item of goods dispatched by the Supplier to the Purchaser shall remain with the Supplier until the Purchaser has paid all sums in full due to the Supplier whether in respect of such goods or due to any other account whatsoever.
2. The Purchaser may sell the goods in the ordinary course of business. If the Purchaser sells the goods to a third party, the Supplier shall be entitled to the proceeds from this sale, which must be paid into a separate bank account, up to the amount of the purchase price. The Purchaser shall be obliged to notify its customers of the cession and to give to us the information and documents that are required for the assertion of our claim against the customers.
3. The Purchaser is obligated to store the reserved goods carefully and to insure them against loss and damage at its own expense. The Purchaser hereby assigns all claims from the insurance contracts to us in advance by way of security.
4. If the delivered goods are processed by the Purchaser, the Supplier shall be deemed to be the manufacturer and shall acquire ownership of the newly created goods. If the processing is carried out together with other materials, the Supplier shall acquire co-ownership in the ratio of the invoice value of the delivered goods to the value of the other materials and the value of the processing. If, in the event that the delivered goods are combined or mixed with an item belonging to the Purchaser, this item is to be regarded as the main item, co-ownership of the item shall pass to us in proportion of the invoice value of the delivered goods to the invoice value or - in the absence of such a value - the market value of the main item. In such cases, the Purchaser shall be deemed to be bailee of the goods.
5. The Purchaser hereby assigns to us as security all claims arising from the sale of goods to which we are entitled to ownership rights, to the extent of our respective share of ownership of the goods sold. If the Purchaser combines or mixes the delivered goods with a main item of the Purchaser or a third party against payment, it hereby assigns its claims for remuneration against the third party up to the amount of the invoice value of the delivered goods to us as security.
6. If validity of the reservation of ownership depends on special registration or other additional conditions, then the Purchaser is responsible for meeting these requirements or alternatively giving information and assistance to the Supplier as necessary.
7. If the reservation of ownership is invalid, independent of the ground, the Purchaser shall on request of the Supplier undertake to provide security equal to the amount of the value of the delivered goods.
8. In the event of default in payment of the Purchaser the Supplier shall be entitled to demand the provisional restitution of the goods owned by the Supplier, even without exertion of the right of rescission and without extension of the time for payment at the cost of the Purchaser.
9. If the value of the securities to which we are entitled exceeds our claims to be secured against the Purchaser by more than 20 %, the Supplier shall be obliged to release securities of its choice at the Purchaser’s request.

IX. Export Control

1. The Purchaser undertakes to comply with all relevant export laws and regulations, in particular those of the EU, the EU member states, the states of the EEA and the USA. The Purchaser undertakes to comply with all relevant export laws and regulations, in particular those of the EU, the EU member states, the states of the EEA and the USA.
   
   1. no persons, companies and associations are directly or indirectly supplied with goods mentioned in EU Regulation No. (EU) 833/2014, (EU) 269/2014, EU Regulation No. (EG) 765/2006, EU Regulation No. (EU) 692/2014 and EU Regulation No. 2022/263 in the respective valid versions,
      
   2. no persons, companies and associations are directly or indirectly supplied with goods mentioned in the respective valid EU anti-terrorism regulations (Regulation (EC) No. 2580/2001 and Regulation (EC) No. 881/2002 in the respective valid version)
      
   3. no persons, companies and associations are supplied directly or indirectly with goods mentioned in the respective valid sanctions lists of the USA (in particular - but without limitation to this - the Denied Persons List, Entity List, SDN-OFAC);
      
   4. the products supplied and the technical data relating thereto are not intended and/or used for armaments-related, nuclear or weapons-related applications or the manufacture of drugs;
      
2. The Purchaser shall not sell, export or re-export, directly or indirectly, to the Russian Federation and/or the Republic of Belarus and/or for use in the Russian Federation the goods supplied by Supplier which fall within the scope of Article 12g of Regulation (EU) No. 833/2014 and/or Article 8g of Regulation (EU) No. 765/2006. The Purchaser shall use its best efforts to ensure that the purpose of the obligation of this paragraph is not frustrated by third parties down the commercial chain, including possible resellers. The Purchaser shall establish and maintain a reasonable monitoring mechanism to detect any conduct by third parties in the further commercial chain, including potential resellers, which would frustrate the purpose of the obligation of this paragraph. The Purchaser shall promptly notify us of any problems in the application of the obligations of this paragraph, including any relevant third party activities that could frustrate the purpose of the obligations of this paragraph. Upon request, the Purchaser shall provide the Supplier with information on compliance with the obligations under this paragraph.
   
3. Non-compliance with the aforementioned export laws and regulations constitutes a material breach of contract on the part of the Purchaser, which entitles us in particular to terminate the contractual cooperation.
   
4. The Purchaser shall be liable for any damage incurred by us due to a breach of the above obligations. The Purchaser shall indemnify us against any liability, claims, demands and costs (including expert and legal fees), damages and penalties arising out of or in any way connected with the breach of the above obligations.
   

X. PLACE OF PERFORMANCE, PLACE OF JURISDICTION AND APPLICABLE LAW

1. Unless otherwise agreed between the Parties, place of performance for the delivery shall be the relevant dispatch point of the Supplier; for payment it shall be its registered office. Unless otherwise agreed between the Parties, place of jurisdiction shall be at the Supplier’s option, either at its registered office or the place of general jurisdiction of Purchaser.
2. The contractual relationship and all legal relations arising therefrom shall be governed solely by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

XI. INVALID CLAUSES, LANGUAGE

1. The invalidity of one or several clauses does not affect the validity of the remaining provisions or the validity of the contract. The Parties shall be obliged to replace the invalid clauses by other provisions which come as close as possible to the invalid clauses as regards their commercial purpose.
2. The German text of these General Terms of Delivery shall be decisive. Any difficulties or uncertainties in interpretation shall solely be resolved by reference to the German text.