General sales conditions

I. Scope of application

1. PETROFER CHEMIE H. R. Fischer GmbH + Co. KG deliveries, services and offers are based solely on these conditions of business. These provisions shall also apply to all future business relationships, even if they have not been expressly agreed upon. The conditions shall be considered as accepted upon receipt of goods or services at the very latest. Notice of objection to any counterclaims made by the purchaser with reference to his business or purchasing conditions is hereby given.
2. Any deviation from these business conditions shall not apply without PETROFER CHEMIE H. R. Fischer GmbH + Co. KG's express written consent.

II. Offers and contracts

1. Any offers made by PETROFER CHEMIE H. R. Fischer GmbH + Co. KG are without obligation and non-binding. Any declaration of acceptance and all orders require written confirmation from PETROFER CHEMIE H. R. Fischer GmbH + Co. KG in order to apply. This also applies to supplements, modifications or collateral agreements.
2. Ordered quantities may be exceeded or undercut if they do not comply with PETROFER CHEMIE H. R. Fischer GmbH + Co. KG packaged amounts or if they are part of a special make. All calculations shall be based on the weight ascertained at departure from PETROFER CHEMIE H. R. Fischer GmbH + Co. KG.
3. PETROFER CHEMIE H. R. Fischer GmbH + Co. KG employees are not authorized to make verbal ancillary agreements or verbal warranties above and beyond the terms of the written agreement.

III. Prices / price fixing

1. If not otherwise stipulated, PETROFER CHEMIE H. R. Fischer GmbH + Co. KG guarantees the prices listed in its offers for 30 days effective from the date of the offer. Prices listed in the order acknowledgement shall apply, plus any legally applicable sales tax. Additional deliveries and services will be charged separately.
2. The prices listed apply per 100 kg or 100 l, per piece or per package.

IV. Packaging

Disposable packaging becomes property of the purchaser. Loaned packaging is to be returned, completely emptied, in reusable condition delivered free to Hildesheim within 3 months. Should the loaned material not be returned, PETROFER CHEMIE H. R. Fischer GmbH + Co. KG reserves the right to charge the cost of the loaned material to the customer. It is not permissible to use loaned packaging to store third party's or used products; the packaging is to be protected fromadverse weather conditions.

V. Terms of delivery and service

1. Delivery deadlines and dates are only approximate insofar as PETROFER CHEMIE H. R. Fischer GmbH + Co. KG has not agreed otherwise in writing. Delivery deadlines begin with receipt of the order acknowledgement, but not before all of the details involved in the completion of the order have been clarified. Partial deliveries are permissible and will be charged separately.
2. PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is not responsible for delays in delivery and service as a result of force majeure and as a result of events which make deliveries by PETROFER CHEMIE H. R. Fischer GmbH + Co. KG exceptionally difficult or impossible – this includes strikes, lockouts, insufficiency of raw materials, transport difficulties, weather inclemency, official regulations, etc. even if these apply to PETROFER CHEMIE H. R. Fischer GmbH + Co. KG's suppliers – regardless of binding agreements on specific deadlines or dates. PETROFER CHEMIE H. R. Fischer GmbH + Co. KG reserves the right to postpone delivery or service for the duration of the hindrance plus a reasonable lead time or to withdraw from the contract partially or in full with respect to the incomplete part of the delivery.
3. Insofar as PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is responsible for default or failure to meet binding delivery dates and deadlines, the customer is entitled to default compensation in the amount of 1/2% for each complete week of delay, amounting to a maximum of 5% of the invoice value of the delivery or services affected by the delay. Any further claims made by the customer shall be void unless the delay has been caused by gross negligence on the part of PETROFER CHEMIE H. R. Fischer GmbH + Co. KG.
4. Compliance with delivery deadlines assumes fulfilment of all customer obligations. In the event that the customer is severely in arrears with his payments, PETROFER CHEMIE H. R. Fischer GmbH + Co. KG reserves the right to demand payment in advance.

VI. Passage of risk

1. The risk passes to the customer as soon as the goods leave the PETROFER CHEMIE H. R. Fischer GmbH + Co. KG warehouse for the purpose of delivery. In the event that delivery becomes impossible, at no fault of PETROFER CHEMIE H. R. Fischer GmbH + Co. KG, the risk shall pass to the customer as soon as he receives confirmation that the goods are ready for dispatch.
2. Should the customer not duly accept properly executed orders or services, or in the event that delivery is delayed at the express request of the customer, PETROFER CHEMIE H. R. Fischer GmbH + Co. KG reserves the right to store the goods at the expense and risk of the customer or to hold the goods in safecustody. The customer shall carry all storage costs that incur, at least 0.5% of the purchase price each month, unless he can prove that the actual costs incurred are much lower. PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is entitled to otherwise dispose of these goods if delivery is not executed within a reasonable period and to charge the customer with damages amountingto a minimum of 20% of the purchase price, unless the customer can prove that the actual damages incurred are much lower.

VII. Terms of payment

1. In the event of no agreement to the contrary, all PETROFER CHEMIE H. R. Fischer GmbH + Co. KG invoices are payable without deductions 30 days after their issue. Services, such as the disposal of used salt, regeneration and evaporation, test chemicals and equipment are payable immediately strictly net cash.
2. Despite any customer conditions to the contrary, PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is entitled to charge any payments received against older customer debts. The customer will receive due notice of this. If costs and interest have been incurred, the payment shall first apply to the costs, then the interest and finally the main debt.
3. If the customer is in arrears, PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is entitled to charge interest in the amount of 8% in excess of the valid German Federal Bank rate starting from the date concerned. PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is also entitled to charge the customer EURO 10 for the processing of each payment reminder.
4. The customer is not entitled to offset, withhold or reduce the purchase price, even if customer complaints or counterclaims are put forward, unless counterclaims are legally binding and undisputed.

VIII. Reservation of ownership

1. All delivered goods remain the sole property of PETROFER CHEMIE H. R. Fischer GmbH + Co. KG (goods subject to reservation) pending satisfaction of all claims, regardless of their legal basis, including future or contingent claims resulting from contracts concluded at the same time or at a later date. This shall also apply if payments are made for specially described claims. For sales on current account, the reservation of ownership shall apply to secure the balance payment.
2. Should the customer combine PETROFER CHEMIE H. R. Fischer GmbH + Co. KG goods with other movable property inseparably, it is agreed that the property of the customer with respect to the single product will be transferred to PETROFER CHEMIE H. R. Fischer GmbH + Co. KG in the value of its share (invoice price). The customer will store the (joint) property of PETROFER CHEMIE H. R. Fischer GmbH + Co. KG free of charge.
3. The customer is entitled to process or sell the goods subject to reservation in orderly business transactions as long as he is not in arrears. Pledges or transfer of ownership by way of security are not permissible. The customer hereby transfers all legal claims with respect to the goods subject to reservation resulting from resale or for any other reason (insurance, tort, etc.) (including all of the outstanding claims of the current account) by way of security in full to PETROFER CHEMIE H. R. Fischer GmbH + Co. KG, who duly accepts the transfer. The customer authorises PETROFER CHEMIE H. R. Fischer GmbH + Co. KG to collect on the claims transferred to PETROFER CHEMIE H. R. Fischer GmbH + Co. KG at their own expense in their own name.
4. In the event that third parties attempt to make claims on the goods subject to reservation, the customer will advise them of PETROFER CHEMIE H. R. Fischer GmbH + Co. KG's ownership and notify PETROFER CHEMIE H. R. Fischer GmbH + Co. KG immediately.
5. If the customer does not act in accordance with the contract – in particular in cases of delay in payment – PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is entitled to repossess the goods subject to reservation or to demand the transfer of the claim for customer's return vis-à-vis third parties. The repossession or seizure of the goods subject to reservation by PETROFER CHEMIE H. R. Fischer GmbH + Co. KG does not constitute a withdrawal from the contract.

IX. Complaints, guarantees

1. PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is liable for quality defects and deficiencies in title within the scope of applicable legal regulations, insofar as the following regulations do not stipulate otherwise. An independent guarantee exceeding the legal guarantee regulations will only be given in the case of specially marked goods or expressly written warranties.
2. Defects in quality, shortages and wrong deliveries are to be reported in writing immediately within one week after the customer's receipt of delivery, effective starting on the day the customer received the shipment, before any further processing or manufacturing takes place; defects not readily discernible at the time of delivery within one week of their discovery. The customer has the express obligation to check the identity of the goods immediately upon delivery. If the customer neglects to notify PETROFER CHEMIE H. R. Fischer GmbH + Co. KG immediately, the delivery shall be considered as accepted. This does not affect the obligation to examine according to § 377 HGB (German Commercial Code).
3. If the delivered goods are found to be defective, PETROFER CHEMIE H. R. Fischer GmbH + Co. KG will supply a replacement delivery on the condition that the customer has returned the defective product or product piece to PETROFER CHEMIE H. R. Fischer GmbH + Co. KG. In the event that the repair or replacement delivery fails, the customer is entitled to withdraw from the contract or reduce the purchase price. Any further claim shall be excluded unless binding legal regulations are to the contrary.
4. All claims to replacement or restitution will only then be granted to the customer, if the violation was caused by PETROFER CHEMIE H. R. Fischer GmbH + Co. KG or one of its vicarious agents with intent or gross negligence.
5. If the customer does not allow PETROFER CHEMIE H. R. Fischer GmbH + Co. KG the opportunity to substantiate the claim, in particular if he does not produce the defective goods or samples thereof immediately upon request, PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is entitled to the right of retention with respect to any guarantee claims made.
6. Any guarantee given by PETROFER CHEMIE H. R. Fischer GmbH + Co. KG shall become null and void in the event that the delivered goods are subjected to unsuitable or improper use or incorrect or negligent handling by the customer.
7. PETROFER CHEMIE H. R. Fischer GmbH + Co. KG is entitled to refuse to correct any defects as long as the customer has not fulfilled his legal obligations to PETROFER CHEMIE H. R. Fischer GmbH + Co. KG.
8. If the examination of a complaint reveals that no guarantee or warranty applies to the defect indicated, then the costs of examination, including freight and transport will be charged to the customer.
9. The information supplied by PETROFER CHEMIE H. R. Fischer GmbH + Co. KG on delivery items and services in catalogues, brochures, advertising and price lists represents descriptions, information and guidelines only. It is only approximate and without guarantee. The guarantee of material quality or shelf life properties and the exclusion of deviations conventional to the industry require an express written agreement in each individual case.
10. All claims are subject to the statute of limitations after twelve months

X. Liability

1. Insofar as claims, particularly damage claims based on impossibility, default and violation of minor contractual obligations, negligence in the conclusion of the contract, tort, as well as those claims in connection with customer guarantee rights, are not expressly acknowledged in these conditions, they are excluded as long as this is legally permissible, unless they are based on an intentional or grossly negligent breach of contract made by PETROFER CHEMIE H. R. Fischer GmbH + Co. KG.
2. The liability of the statutory representatives, vicarious agents and company employees with respect to the customer is excluded, except in the event of intent or gross negligence.
3. Consulting services and information are provided to the best of the knowledge and belief of PETROFER CHEMIE H. R. Fischer GmbH + Co. KG company employees, but are not binding and exclude any liability. Insofar as the Product Liability Act applies, the limitation of liability according to Sections 1 and 2 shall not apply to customer claims resulting thereof to liability for hazards, personal in jury and damage to private property, unless the Act expressly concedes such indemnity against liability.
4. No liability will be assumed for indirect and consequential damages, in particular loss of profit or third-party claims.
5. Damages claims will be limited in their amounts to those damages that were to be expected at the time the order was accepted according to the circumstances known to PETROFER CHEMIE H. R. Fischer GmbH + Co. KG at that time.
6. In any case, damages claims shall be limited to five times the value of the order.
7. Damages claims are subject to the statute of limitations after twelve months following delivery.

XI. Data

The customer agrees that all personal and/or business-related data can be stored and used within the scope of mutual business relations.

XII. Applicable law, jurisdiction

1. These business conditions and all legal relationships between PETROFER CHEMIE H. R. Fischer GmbH + Co. KG and the customer are governed solely by the law of the Federal Republic of Germany.
2. Insofar as legally permissible, the courts in Hildesheim shall have sole jurisdiction for all disagreements ensuing directly or indirectly from the contractual relationship between PETROFER CHEMIE H. R. Fischer GmbH + Co. KG and the customer.

XIII. Invalidity of clauses

In the event that one or more of the provisions hereof shall for any reason be held to be or become invalid, the invalid provision(s) shall be replaced by such regulations as are as similar as possible to the business intent of this contract, taking the interest of both parties into due consideration. Such invalidity shall not affect any of the remaining provisions or agreements.