General Terms and Conditions of Delivery

1. Scope, conclusion of agreements

a) The following terms and conditions alone govern all supplies and services, even if we do not refer to them explicitly in the context of future transactions or if the Buyer uses different terms. These different terms will only be recognized insofar as we confirm them explicitly in writing.
b) An order becomes binding only once we confirm it in writing or execute the delivery.

2. Prices, terms of payment

a) The prices agreed hereinafter apply along with the respectively valid VAT.
b) The Buyer shall carry any increases in import duties, levies, freight rates, etc. that are set by official or statutory decree after the date of purchase.
c) If we reduce or increase our prices between the conclusion of the agreement and time of delivery, the new price shall apply. If such a price increase occurs, the Buyer may rescind the agreement within two weeks of being notified of the increase, unless the price increase is solely due to an increase in freight rates.
d) The Buyer is not entitled to retain or set off payments using any type of counter-claims, incl. warranty claims, unless such counter-claims are acknowledged or legally binding.
e) If the Buyer does not pay as required by agreement, we may charge without warning interest from the expired due date at the rate the respective bank charges us for overdrafts, but not less than 8 % points above the base lending rate.
f) If the terms of payment are not observed or circumstances exist that are suitable to impair the Buyer`s creditworthiness, we may demand payment of any outstanding amounts without considering the terms of payment originally-agreed.

3. Delivery and delay

a) The delivery deadlines are approximations, but will be met insofar as possible.
b) We may delay and/or cancel our respective delivery obligations in the event of
– strike, lock-out;
– other breakdowns of any kind or any difficulties occurring subsequently in procuring raw and/or operational materials and shipping or transporting goods, unless we, our company bodies or vicarious agents having been assigned particular managerial tasks cause these intentionally or through gross negligence;
– failure to provide correct or timely delivery;
– or other circumstances which we did not cause.
If the obstruction in delivery lasts for more than 6 months and we have not rescinded our delivery obligation in that time, the Buyer may after a reasonably notice period refuse - thereby precluding the Buyer from asserting any further claims - to accept the ordered and affected quantity, unless we have offered an appropriate substitute solution.
c) Even in cases where a fixed delivery time or date has been agreed, if we are in delay, we must be given a reasonable extension. If this extension expires without result, the Buyer may rescind its order for the amount that was reported as not ready-for-shipment at the expiry of the extension.

4. Transfer of risk and shipment

The goods transfer to the Buyer upon dispatch. We are not liable for losses in weight during transit. All purchase orders must include the respective shipping instructions. We retain the right to decide the mode and route of shipping. We provide no guarantee that the fastest and cheapest shipping is being used. Partial shipments are permitted. The Buyer shall carry any additional costs for air, urgent and express delivery performed at Buyer’s request.

5. Dimensions, weights and quantities delivered

The dimensions, weights and amounts given in the shipping/accompanying documents control with respect to invoicing. Any complaints regarding delivery dimensions, weights and amounts must be raised in writing within 3 working days after receipt of the goods at the destination.

6. Reservation of title

a) The goods remain our property until all present and future claims from business relations with the Buyer are settled.
b) The Buyer will store separately and identify the goods belonging to us (reserved property).
c) The Buyer shall process or modify the reserved property for us. We will not be subject to any obligations from this. If the Buyer combines, mixes, unites or processes the reserved property with other goods or transforms it together with other goods, we obtain co-ownership of the resultant new goods at the ratio of the invoice value of the reserved property to the other goods. The new goods shall be deemed reserved property as meant by these terms and conditions.
d) The reserved property may only be sold through the ordinary course of business. Other disposals of the reserved property in particular pledging and assignment as security are not permitted and furthermore do not typically occur. The Buyer herewith assigns to us in advance all of its receivables in their full amount coming from resale or other causes in law with respect to the reserved property. We accept this assignment. Any resale is only permissible once this assignment has occurred.
If the assignment also covers such receivables which - contrary to the above passage - are subject to a supplier's existing or future, extended reservation of title in the ordinary course of business, the assignment will only take effect when the supplier's extended reservation of title has expired. Insofar as a claim arising from the ordinary course of business is only partially covered by the supplier`s extended reservation of title, the assignment is initially limited to only the part of the claim, to which the guarantor is entitled; the remaining portion of the claim is assigned to us upon expiration of the supplier's extended reservation of title.
e) The Buyer`s authorization to collect the assigned receivables in the ordinary course of business is revocable at any time. The Buyer must inform his debtors of the assignment, if we request. We are also entitled to inform those debtors at any time.
f) Buyer’s authorization to dispose of the reserved property and to process, transform, combine, mix and unite it with other goods, and collect the assigned receivables ceases in the event of non-compliance with the terms of payment, unauthorized disposition of the goods, objections in connection with bills or checks, or an insolvency proceeding being initiated against Buyer or we become aware of a significant deterioration in its financial status. In this case, we may immediately take possession of the reserved property without rescinding the agreement, enter the business of Buyer for this purpose, demand appropriate information about the reserved property and any possible receivables from its resale, and inspect the Buyer’s books insofar as necessary to secure our rights. We will expressly declare if our acceptance of the reserved property will entail the rescission of the agreement.
g) If the value of the collateral guarantees we are granted exceeds our receivables by more than 20% total, we will immediately return the surplus collateral.

7. Material defects

a) The Buyer shall promptly, i.e. within 14 days after receiving the goods at their destination, give written notice of any defects. Written notice of hidden defects must be given promptly upon discovery.
b) If we are not given an opportunity to inspect the alledged defect or if Buyer changes the goods stated to be defective without our prior consent, the Buyer shall lose its warranty claims.
c) If a defect is demonstrated, we have the discretion to either repair the defect free of charge or deliver a replacement free of charge against return of the defective good. If in a reasonable time we do not comply with these obligations or do so less than the extent required by agreement, the Buyer may set a reasonable deadline in writing within which we must fulfill our obligations. If this extension expires without result, the Buyer may demand a price reduction or rescind the agreement.
d) We are not liable for any defects which do not materially diminish the value or merchantability of the goods.
e) Claims for material defects lapse within 12 months. This does not apply to the extent that law requires longer periods, in particular for goods which pursuant to their customary manner of use were used for a structure and caused defects thereto.
f) A guarantee of quality or durability of goods shall only be assumed by us, if we have expressly stated such in writing.

8. Other claims, liability

a) Insofar as nothing below provides to the contrary, other and more extensive claims of Buyer against us are excluded. This applies in particular to claims for damages due to breach of duties arising from contractual obligations and prohibited behavior. Consequently, we are not liable for damages that were not caused by the delivered goods. In particular, we are not liable for loss of profit or any other financial loss of the Buyer.
Moreover, any liability is excluded with respect to mobile equipment that is loaned or gifted, like e.g. dosing pumps, the operation, maintenance and monitoring of which is solely a matter of the Buyer. We are only responsible for exercising the standard duty of care at the time the mobile equipment is transferred.
b) The above liability limitations do not apply in cases of intent or gross negligence by our legal representatives, officers and directors, nor in the event of negligent breach of material contractual obligation. In the case of negligent breach of material contractual obligations, we are only liable for contract-typical, reasonably foreseeable damages, except in cases of intent or gross negligence of our legal representatives or officers and directors .
c) The liability limitations do not apply moreover in cases in which liability is imposed under the German Product Liability Law for personal injury or property damage caused by defects in the delivered goods. Nor does it apply to harm to life, body or health or the absence of warranted characteristics.
d) The personal liability of our employees, co-workers, legal representatives and vicarious agents is limited to the extent our liability is excluded or limited.

9. Infringement of third-party rights

f goods are supplied based on plans, drawings, models, analytical specifications or other instructions of the Buyer and third-party rights are thereby infringed, particularly property rights, the Buyer shall release us from any such claims upon our request.

10. Consultancy and information

Our recommendations for using our products and our technical advice regarding use are given based on our experience and the information given by the Buyer. The Buyer is solely responsible for inspecting and deciding if the goods are suitable for the intended application, use or processing. We neither guarantee the results to be achieved nor do we warranty that third-party property rights are not being infringed.

11. Rights to drawings and plans

We reserve our property and copyright to our drawings, plans and recommendations. They may only be used in connection with the goods delivered by us and may not be made accessible to third parties unless with our prior written consent.

12. Place of performance, jurisdiction, applicable law

a) The place of performance for the Buyer`s payment obligations is Duisburg. The place of performance for our obligations is the place of delivery.
b) It is agreed that court venue shall be Ibbenbüren for any disputes resulting from and in connection with this agreement. This also applies to any actions from bills of exchange and check processes. We are also entitled to bring suit before the courts of the registered office of the Buyer.
c) All legal relationships between Buyer and us shall be governed by the laws of the Federal Republic of Germany exclusively. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG “Vienna Sales Convention“) of 11 April 1980 is excluded.

Sachtleben Wasserchemie GmbH, Ibbenbüren | Status: November 2010