30.05.2017 ME/HA/kr
General Terms and Conditions for the web shop of ChemPur Feinchemikalien und Forschungsbedarf GmbH, Karlsruhe
Art. 1 General Provisions
1.
ChemPur operates a web shop in which business persons – i.e. natural or legal persons or partnerships acting in exercise of their trade, business or profession within the meaning of section 14 of the German Civil Code (BGB) – can place online orders for supplies and/or services to be provided by ChemPur; such business persons are hereinafter referred as “Customer”. The following Terms and Conditions apply to all orders placed by Customer in the web shop and all supplies and/or services that ChemPur provides based on such orders to Customer.
2.
General Terms and Conditions or Terms and Conditions for Purchase Agreements of Customer do not become part of the contract between ChemPur and the Customer, even if ChemPur fails to object to such documents upon a notice from Customer regarding the applicability of such documents and performs the contract.
3.
Deviations from these General Terms and Conditions must be agreed in written form to be effective.
Art. 2 Conclusion of the Contract
1.
The descriptions and images of the products included in the web shop enable Customer to submit an offer for a contract by placing an electronic order. The order becomes binding upon Customer, if it places goods in its cart, declares its consent to the applicability of the General Terms and Conditions to this transaction by clicking on the corresponding button in the course of the ordering process, and if it submits its order by clicking on the button “Binding order“. Customer is obligated to review the information entered prior to submitting its order. Customer can check its order by clicking on the button “back“ and, if necessary, correct its order by clicking on individual items and by clicking on the button “remove.
2.
ChemPur will promptly confirm receipt of the order electronically. However, this confirmation does not constitute an acceptance of Customer’s offer. The conclusion of the contract requires a separate acceptance by ChemPur which ChemPur may declare by sending an order confirmation by email; the email shall include the contract and these General Terms and Conditions.
3.
In the event ChemPur does not accept Customer’s order, ChemPur shall promptly notify Customer by email and, if applicable, submit a counter offer in written form or by email.
4.
All communications and declarations regarding the contract are to be made exclusively in the German or English language at Customer’s option.
Art. 3 Scope
1.
The scope and contents of the delivery is subject to the specification laid down in the ChemPur order confirmation, if applicable, in combination with the analysis data confirmed by ChemPur. In the absence of a specification in the order confirmation from ChemPur, the specification contained in the product description in the web shop shall apply. The specification determines the delivery obligation of ChemPur, however, it is not a guarantee in a legal sense; any guarantee or warranty requires a separate written agreement.
2.
Minor deviations from the confirmed quality or quantity are deemed to have been accepted, if they are customary in the industry and if Customer can be expected to accept them.
3.
Customer is obligated to check the ordered goods for their fitness and permissibility for the intended purpose. ChemPur only assumes delivery obligations, but no consultancy obligations.
Art. 4 Delivery; Transfer of Risk of Loss
1.
Any delivery periods provided by ChemPur are approximate periods, unless ChemPur has confirmed a delivery date as binding. If the goods are not supplied within the agreed delivery periods, Customer may only assert its legal rights after it has granted ChemPur a reasonable grace period in writing and if this grace period has expired without performance. If Customer wants to terminate the contract (e. g. by rescission or by demanding compensation in lieu of performance) because of expiration of the grace period without performance, he may only do so after having given notice of that intention in writing when granting the grace period.
2.
In case of force majeure, failure of technical facilities, or non-delivery by sub-suppliers beyond ChemPur's control ChemPur shall be released from further performance during the impairment and to the extent of its effects. Delivery periods do not run during the period in which ChemPur and Customer discuss the technical prerequisites or the content of an order.
3.
In case ChemPur accepts an order for the manufacture and supply of new products not available from ChemPur's or a third party's stock and if there is no reliable state-of-the-art information regarding their manufacture, ChemPur shall be released from its contractual obligation provided that ChemPur proves that ChemPur is unable to manufacture this product in accordance with the contract in spite of reasonable efforts.
4.
ChemPur shall have the right to make partial deliveries and to perform services in several portions.
5.
The risk of loss and deterioration of the goods shipped shall pass to Customer at the time ChemPur turns over the goods to the shipping company.
6.
If Customer is in default accepting the goods ordered, ChemPur may - after granting a 14 day grace period – notwithstanding ChemPur’s further rights in case of default of acceptance rescind the contract or claim damages. ChemPur may claim lump-sum damages in the amount of 30 % of the contract value. ChemPur may prove higher damages, Customer may prove lower damages.
Art. 5 Pricing
1.
The agreed prices are stated exclusive of the statutory value added tax that applies at the date of invoice.
2.
ChemPur has the right to charge additional shipping and handling charges.
Art. 6 Payment, Off-Setting, Assignment
1.
Unless otherwise confirmed, invoices issued by ChemPur are payable within ten (10) days from the date of invoice without any deduction and bank or other charges.
2.
ChemPur has the right to charge interest on late payment in the amount of nine (9) percent above the basic interest rate. ChemPur reserves the right to assert additional claims based on the default.
3.
Claims may only be offset against counter-claims by Customer that were accepted by ChemPur or finally adjudicated.
4.
Customer shall not transfer or assign its legal position from contracts entered with ChemPur or individual claims against ChemPur, unless it has obtained the prior written consent from ChemPur.
Art. 7 Customer's Duty to Inspect the goods; Defects as to Quality and Defects of Title
1.
Customer shall inspect the delivered goods immediately after their receipt for missing quantities and for their compliance with the agreed quality. If applicable, Customer shall immediately notify ChemPur of defects in writing.
2.
ChemPur warrants – within the statutory provisions of the German Civil Code (BGB) for contracts of sale - that the goods supplied are free of defects as to quality and defects of title. ChemPur shall, at its option, perform its obligations for supplementary performance by making improvements or by providing a replacement. If the attempt to make improvements or to provide a replacement fails after a reasonable grace period granted by Customer in writing, Customer shall have the right to rescind the contract, to reduce the purchase price, or to request a new delivery free of defects. Customer may claim damages in case of defects as to quality and in case of defects in title according to statutory provisions, but only within the limits set by § 7.
3.
Customer shall provide a detailed description of any defects - at the request of ChemPur inspection and/or analytical reports - and shall assist ChemPur in the examination of the defect to the extent reasonable. Customer's warranty claims shall expire if Customer violates its duty to immediately inspect the goods and to immediately notify ChemPur of defects pursuant to par. 1 or if Customer violates its duty to assist ChemPur in the examination and removal of defects and if these tasks thereby become substantially more difficult.
4.
The limitation period for defects as to quality and defects of title is one year and shall begin to run on delivery except in cases of § 438 Abs. 1 Nr. 1 or 2 or Abs. 3 German Civil Code (BGB) or in cases of damages caused intentionally; in these cases the statutory-period of limitation is applicable.
Art. 8 Limitation of liability
1.
ChemPur shall be liable for the full amount of damages or for reimbursement of the full amount of wasted expenditures irrespective of contractual or other cause only in case of intentional wrongdoing and gross negligence. If a cardinal obligation is violated ChemPur shall also be liable for the full amount irrespective of the degree of its fault, but limited to such foreseeable damages that were to be avoided by the cardinal obligation and if ChemPur reasonably had to expect the occurrence of such damages at the time the contract was entered; a cardinal obligation under these terms is a material contractual obligation that is essential to execute the contract and to attain the contractual purpose (“Kardinalpflicht” according to the judicature of the German Supreme Court – BGH). Liability for default and for initial impossibility shall be limited to the amount of the contract value except in cases of intentional wrong doing.
2.
In case of ordinary negligence, ChemPur shall not be liable except in the above cases.
3.
Liability of ChemPur for personal injury or liability according to the German Product Liability Act (Produkthaftungsgesetz) and liability in case of guarantee of quality and durability shall remain unaffected.
Art. 9 Reservation of Title
1.
ChemPur reserves title to all goods supplied by ChemPur until all claims against Customer arising out of the business relationship with Customer have been paid. Goods to which ChemPur has reserved title may not be disposed or pledged without the prior written consent of ChemPur.
2.
Reseller customers of ChemPur may sell the goods to which ChemPur has reserved title in the ordinary course of business. Customer herewith assigns all rights against third parties arising out of the sale of the goods or out of any other legal cause to the full extent as security to ChemPur.
3.
ChemPur shall release fully paid deliveries if the security interest based on the reservation of title exceeds the claims to be secured by more than 10 %.
4.
If after the execution of the contract the financial situation of Customer substantially deteriorates and gives rise to doubts regarding Customer's credit standing ChemPur may withhold deliveries and grant Customer a reasonable period for making prepayments or for providing a security. If the grace period expires unsuccessfully, ChemPur may terminate the contract.
Art. 10 Data Protection
1.
ChemPur collects and stores Customer data required for performing the contract. When processing personal data of Customer, ChemPur will comply with the statutory provisions. For further details please refer to the Privacy Policy retrievable from the web shop.
2.
Upon request, Customer will be provided with information on personal data stored in connection with it.
Art. 11 Final Provisions
1.
Place of performance shall be Karlsruhe, Germany.
2.
This agreement shall be governed by German law, the UN Convention on the Sale of Goods shall be excluded.
3.
The exclusive venue for all disputes arising out of or in connection with this legal relationship shall be Karlsruhe, Germany, if Customer is a merchant, a public-law entity, a public-law fund, or if it does not have a general venue in the Federal Republic of Germany.
4.
If any provision of this agreement is or should become invalid, the remaining terms and provisions of this agreement shall remain in full force and effect. Invalid provisions shall be replaced by valid provisions which economically most closely represents the intent and purpose of the invalid provision.
