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Terms and Conditions

Terms of Service

General terms and conditions of sale and delivery

§1 General - Scope

1. The following terms and conditions apply to all present and future business relations of AB-Polymerchemie GmbH with entrepreneurs.

2. consumer in the sense of the terms and conditions is any natural person who concludes a legal transaction for a purpose that can be attributed neither to his commercial nor to his independent professional activity. An entrepreneur within the meaning of the Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity. Customers in the sense of the terms and conditions are both the consumer and the entrepreneur.

3. deviating, contradictory or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing. Other contracts shall not apply, even if individual provisions are not included in our terms and conditions. In this respect, neither our silence nor the acceptance of the service or counter-performance shall be deemed to be an acknowledgement of conflicting terms and conditions. In the event of a conflict between our terms and conditions and those of our customer, our terms and conditions shall apply exclusively, even if the customer is of the opinion that his terms and conditions are the only valid ones.

§ 2 Conclusion of contract

I. Sale

1. the offers of AB-Polymerchemie GmbH are subject to change. AB-Polymerchemie GmbH reserves the right to make technical changes as well as changes in the chemical composition within the scope of what is reasonable, provided that the essence of the contractual agreement is not affected thereby.

2. by ordering goods, the customer declares with binding effect that he wishes to purchase the goods ordered.

AB-Polymerchemie GmbH shall be entitled to accept the contractual offer contained in the order within two weeks of receipt. The acceptance can be declared either in writing or by delivery of the goods to the customer.

3. The conclusion of the contract is subject to correct and timely delivery by suppliers of AB-Polymerchemie GmbH. This shall only apply in the event that AB-Polymerchemie GmbH is not responsible for the non-delivery, in particular in the event of the conclusion of a congruent hedging transaction with our supplier - i.e. in the case of products which we have to purchase ourselves and resell unchanged. The customer will be informed immediately about the non-availability of the service. The consideration will be refunded immediately.

4. information about expected delivery times are not binding, unless in exceptional cases a delivery date is expressly promised.

5. for the sake of transparency of the contractual relationship, the contracting parties undertake to make the essential declarations of the contract in writing or to confirm them in writing.

II. Work performance and services

In the case of work and services, AB-Polymerchemie GmbH shall be entitled to deviate from agreed services in detail to the extent that the essence of the contractual agreement is not impaired thereby and the deviation complies with the recognized rules of technology. Otherwise, it may deviate from the performance if the performance is also suitable for the use presupposed under the contract, otherwise for normal use, and has a quality which is customary for works of the same kind and which the customer can expect in view of the nature of the work.

III. Disposal

The disposal of items handed over to us shall be remunerated.

§ 3 Retention of title

1. in the case of contracts with consumers, AB-Polymerchemie GmbH shall retain title to the goods until the purchase price has been paid in full.

2. in the case of contracts with entrepreneurs, AB-Polymerchemie GmbH shall retain title to the goods until all claims of AB-Polymerchemie GmbH against the entrepreneur arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all claims of AB-Polymerchemie GmbH have been included in a current account and the balance has been struck and accepted.

3. the customer is obliged to handle the goods with care. If storage and inspection work is required, the customer shall carry out such work regularly at his own expense.

4. the customer shall be obliged to notify AB-Polymerchemie GmbH without delay of any seizure of the goods by third parties, e.g. in the event of attachment, and of any damage to or destruction of the goods. The customer shall notify us without delay of any change of possession of the goods and of his own change of residence.

5. AB-Polymerchemie GmbH is entitled to withdraw from the contract and to demand the return of the goods if the customer acts in breach of contract, in particular in the event of default in payment or breach of an obligation according to clauses 3 and 4 of this provision. Services of the customer will be reimbursed minus the necessary expenses of AB-Polymerchemie GmbH. She is assured of unrestricted access to her property until full payment has been made.

6. The customer is only entitled to resell the reserved goods in the ordinary course of business if he hereby assigns to AB-Polymerchemie GmbH all claims that arise from the resale against customers or third parties. If reserved goods are sold unprocessed or after processing or connection with objects that are exclusively owned by the customer, the customer hereby assigns the claims arising from the resale in full to AB-Polymerchemie GmbH. If the reserved goods are sold by the customer - after processing / combination - together with goods that do not belong to AB-Polymerchemie GmbH, the customer hereby assigns the claims arising from the resale in the amount of the value of the reserved goods with all ancillary rights and priority over the rest. AB-Polymerchemie GmbH accepts the assignment. The customer is authorized to collect this claim even after the assignment. The authority of AB-Polymerchemie GmbH to collect the claims itself remains unaffected by this; however, AB-Polymerchemie GmbH undertakes not to collect the claim as long as the customer properly meets his payment and other obligations. AB-Polymerchemie GmbH can demand that the customer notify it of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtor of the assignment.

7. Any treatment or processing of the reserved goods is carried out by the customer for AB-Polymerchemie GmbH without any obligations arising for AB-Polymerchemie GmbH. When processing, combining, mixing or blending the reserved goods with other goods that do not belong to AB-Polymerchemie GmbH, AB-Polymerchemie GmbH has the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of Processing, compounding, mixing or blending. If the customer acquires sole ownership of the new item, the contractual partners agree that the customer shall grant AB-Polymerchemie GmbH co-ownership of the new item in proportion to the value of the processed or connected, mixed or blended reserved goods and this free of charge for AB-Polymerchemie GmbH is in safe custody.

8. If the value of the existing securities exceeds the claims to be secured by more than 20%, AB-Polymerchemie GmbH is obliged to release this at the customer's request.

9. AB-Polymerchemie GmbH is entitled to demand the surrender of the objects belonging to it at any time, in particular to assert the right to segregation or assignment of the claim for consideration in insolvency proceedings if the customer's fulfillment of their claim is endangered, in particular insolvency proceedings are opened over whose assets or whose financial circumstances deteriorate significantly. The assertion of the retention of title as well as seizure of the delivery items by AB-Polymerchemie GmbH do not count as withdrawal from the contract.

§ 4 Payment and Default, Offsetting and Retentio

1. In the case of service or work contracts, if there is no payment plan, the remuneration is due upon acceptance by the customer. AB-Polymerchemie GmbH can also request the acceptance of self-contained partial services.

2. The customer undertakes to pay the purchase price within 10 days of receipt of the goods, unless another method of payment has been expressly agreed. After this period the customer is in default of payment. During the delay, the consumer has to pay interest on the money debt at a rate of 5% above the base rate of the European Central Bank. During the delay, the entrepreneur has to pay interest on the debt at a rate of 9% above the base rate of the European Central Bank. We reserve the right to prove and assert higher damage caused by default towards entrepreneurs. In addition, in the event of default in accordance with Section 288 (5) of the German Civil Code (BGB), entrepreneurs owe a flat rate of € 40.00.

3. The customer only has the right to offset if his counterclaims have been legally established or are undisputed by AB-Polymerchemie GmbH. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.

§ 5 Transfer of Risk

1. If the customer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods is transferred to the customer when the goods are handed over or, in the case of sale by mail order, when the goods are delivered to the forwarding agent, the carrier or the person or institution otherwise assigned to carry out the shipment above.

2. If the customer is a consumer, the risk of accidental loss and accidental deterioration of the item sold does not pass to the customer until the item is handed over, even if the item is sold by mail.

3. The transfer is the same if the customer is in default of acceptance.

§ 6 Warranty

1. If the customer is an entrepreneur, AB-Polymerchemie GmbH will initially guarantee defects in the goods by repairing them or delivering a replacement, at our option.

2. If the customer is a consumer, he first has the choice of whether the supplementary performance should take place through repair or replacement. However, AB-Polymerchemie GmbH is entitled to refuse the type of supplementary performance chosen if it is only possible at disproportionate costs and the other type of supplementary performance remains without significant disadvantages for the consumer.

3. In the case of work and services, AB-Polymerchemie GmbH can, at its option, remove any defects or produce a new work. It can refuse supplementary performance if supplementary performance is only possible with disproportionate costs.

4. If the supplementary performance fails, the customer can in principle, at his option, request a reduction in the remuneration (reduction) or cancellation of the contract (withdrawal). However, in the event of only a minor breach of contract, in particular only minor defects, the customer has no right of withdrawal.

5. Entrepreneurs must report obvious defects to AB-Polymerchemie GmbH in writing within a period of two weeks from receipt of the goods in accordance with commercial practice; otherwise the assertion of this warranty claim is excluded. Deadline is sufficient for the timely dispatch. The entrepreneur bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notification of defects.

6. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he is not entitled to any additional claims for damages due to the defect. If the customer chooses compensation after subsequent performance has failed, the goods will remain with the customer if this is reasonable for him. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have maliciously caused the breach of contract.

7. For entrepreneurs, the warranty period is one year from delivery of the goods or acceptance of the service. For consumers, the limitation period is two years from delivery of the goods or acceptance of the service. In the case of used items, the limitation period is one year from delivery of the goods.

8. If the customer is an entrepreneur, only the manufacturer's product description is deemed to be agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not represent a contractual specification of the quality of the goods.

9. The customer does not receive any guarantees in the legal sense that go beyond the contractually agreed warranty from AB-Polymerchemie GmbH. Manufacturer guarantees remain unaffected.

§ 7 Limitations of Liability

1. In the event of negligent breaches of our contract-related duties of care, the liability of AB-Polymerchemie GmbH is limited to the foreseeable, contract-typical, direct average damage based on the type of service. This also applies in the event of negligent breach of our contractual due diligence obligations on the part of our legal representatives or vicarious agents. If we are accused of intent or gross negligence, the limitation of liability does not apply. Furthermore, the limitation of liability does not apply if claims are made due to the lack of warranted properties. We are not liable to entrepreneurs in the event of negligent breach of insignificant contractual obligations. This does not apply if we are accused of intent or gross negligence. We see those duties as insignificant duties that are not necessary for the provision of our timely and faultless contractual service.

2. The above limitations of liability do not apply to customer claims arising from product liability. Furthermore, the limitations of liability do not apply to physical injury or damage to health attributable to us or to the loss of the customer's life that is based on a negligent or willful breach of duty by AB-Polymerchemie GmbH or one of its legal representatives or vicarious agents.

3. Claims for damages by the customer due to a defect become statute-barred one year after delivery of the goods or acceptance of the service. This does not apply if we can be blamed for gross negligence or in the event of physical injury or damage to health that is attributable to us or the loss of the customer's life

§ 8 Final provisions, applicable law, place of jurisdiction, data collection

1. The law of the Federal Republic of Germany applies. The provisions of the UN sales law do not apply.

2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of AB-Polymerchemie GmbH. The same applies if the customer does not have a general place of jurisdiction in Germany or if their domicile or habitual abode are not known at the time the action is brought.

3. Should individual provisions of the contract with the customer, including these general terms and conditions, be or become wholly or partially ineffective, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation is to be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.

4. AB-Polymerchemie GmbH stores personal data for processing the business relationship with the customer. 5. These general terms and conditions can also be viewed on the Internet at https://abp-coatings.de/agb.html.

As of: 09/15/2016