General Terms and Conditions of Sale and Delivery of Synthese Nord GmbH (hereinafter referred to as Synthese Nord)

I. Applicability

These terms and conditions of sale and delivery apply to all business transactions between Synthese Nord and the buyer, even if they are not mentioned in later contracts. Opposing, additional, or deviating terms of the buyer do not become part of the contract unless Synthese Nord has expressly agreed to their applicability in writing. These terms and conditions also apply if Synthese Nord carries out a delivery to the buyer unconditionally, despite being aware of the buyer's opposing or deviating terms.

Additional or deviating agreements to these terms and conditions, made between Synthese Nord and the buyer for the execution of a contract, must be recorded in writing in the contract. This also applies to the waiver of the requirement for written form.

Rights that Synthese Nord is entitled to under statutory provisions beyond these terms and conditions remain unaffected.

II. Offer and Conclusion of Contract

Offers are subject to change and non-binding.

Analysis reports and other descriptions of the goods in analysis certificates, catalogs, technical data sheets, or other product documentation provided are only approximately binding, unless they are explicitly stated as binding. They do not constitute a guarantee or agreement of the corresponding quality of the goods. This is only different if the managing director of Synthese Nord expressly designates a product description as a quality agreement and communicates this in writing to the buyer.

Synthese Nord reserves all ownership and copyright rights to all offer documents. They must not be made accessible to third parties.

Orders are non-binding for Synthese Nord. The buyer is bound to their order for two weeks. Orders are only accepted through written order confirmation. An order confirmation created using automatic devices without a signature and name reproduction is considered written. If the order confirmation contains obvious errors, spelling, or calculation mistakes, it is not binding for Synthese Nord. The silence of Synthese Nord on offers, orders, requests, or other declarations of the buyer is only considered consent if this has been expressly agreed in writing.

If the contract is unilaterally canceled by the buyer or an order/partial order is unilaterally canceled by the buyer, the buyer must reimburse Synthese Nord for all costs incurred due to the cancellation; this applies in particular to cancellation or withdrawal costs charged to Synthese Nord by its suppliers, costs for purchasing goods that cannot be returned, and all other expenses incurred by Synthese Nord in the course of executing and terminating the contract.

III. Scope of Delivery/Delivery Conditions

The scope of delivery is determined by the order, and if applicable, the order confirmation from Synthese Nord. Changes to the scope of delivery require written confirmation from Synthese Nord to be effective. Changes to the purity and specifications of the goods are reserved, provided the changes are not significant and are reasonable for the buyer.

Synthese Nord is entitled to make partial deliveries, unless the partial delivery is of no interest to the buyer and the buyer has indicated this in the contract.

If the parties do not agree otherwise, the method of shipping the goods is at the discretion of Synthese Nord.

All deliveries are ex-works. The current logistics fees, which can be requested from Synthese Nord by phone or in writing, apply.

A return of goods and corresponding credit is only possible with the consent of Synthese Nord and must comply with the instructions from Synthese Nord for the return of deliveries. The buyer is responsible for complying with the instructions. This particularly applies to compliance with the applicable legal regulations on the shipment and packaging of dangerous goods.

IV. Delivery Time

The agreement on delivery periods and dates requires written form. Delivery periods and dates are non-binding unless expressly stated as binding.

The delivery period begins with the acceptance of the order, but not before the complete provision of documents, approvals, permissions, consents, and releases to be obtained by the buyer, the clarification of all technical questions, and the receipt of an agreed advance payment. Compliance with the delivery period requires the timely and proper fulfillment of the buyer's other obligations.

The delivery period is met if the goods have left the factory by the end of the period or if Synthese Nord has notified the buyer of readiness for shipment. Delivery is subject to timely and proper self-delivery; otherwise, Synthese Nord is entitled to withdraw from the contract.

In the event of a delivery delay, the buyer is entitled to withdraw from the contract after the fruitless expiration of a reasonable grace period with rejection notice, which they have set for Synthese Nord after the occurrence of the delivery delay. Any claims for damages by the buyer are subject to the limitations of section VIII, paragraph 6 of these terms and conditions.

V. Prices and Payment

Prices are ex-delivery location. Unless otherwise agreed in writing, they do not include packaging, shipping costs, insurance costs, freight charges, and VAT. Synthese Nord reserves the right to change prices; the prices valid on the order day are decisive.

In the absence of special agreements, the delivery price is payable without any deductions 14 days after the invoice date. This also applies to invoices for partial deliveries. The payment day is the day on which Synthese Nord can dispose of the delivery price. In the event of default in payment, the buyer must pay default interest of 8% above the base rate of the European Central Bank (ECB). Further claims for damages are not excluded.

Counterclaims of the buyer only entitle them to offset if they are legally established or undisputed. The buyer can only assert a right of retention if their counterclaim is based on the same contractual relationship.

Synthese Nord is entitled to make the delivery against prepayment.

All consumption, sales, or indirect taxes, customs, inspection and acceptance fees, or any other taxes, fees, or charges of any kind imposed by government authorities or assigned to the business between Synthese Nord and the buyer, are to be paid additionally to the offer or invoice prices by the buyer. Synthese Nord is not obliged to point out the incurrence of such taxes and fees.

VI. Transfer of Risk

The risk passes to the buyer as soon as the goods are handed over to the person carrying out the transport or have left the factory of Synthese Nord for the purpose of shipment. This also applies if partial deliveries are made or Synthese Nord has taken on further services, such as transport costs. Synthese Nord will insure the goods at the buyer's request and expense against the risks designated by the buyer.

If the buyer is in default of acceptance or violates other cooperation obligations, Synthese Nord can claim compensation for the damage incurred, including any additional expenses. The risk of accidental loss or accidental deterioration of the goods passes to the buyer at the moment they are in default of acceptance. Synthese Nord is entitled, after the fruitless expiration of a reasonable period, to dispose of the goods otherwise and to deliver to the buyer within a reasonably extended period.

Delivered goods must be accepted by the buyer, even if they have minor defects, without prejudice to their warranty claims.

VII. Use of Products by the Buyer

Synthese Nord does not test the products for safety and effectiveness for commercial or other uses unless otherwise stated in the documents provided by Synthese Nord. Synthese Nord explicitly points out to the buyer that they must properly test, manufacture, and market the products obtained from Synthese Nord and/or the materials produced with the help of the products obtained from Synthese Nord. It is the buyer's responsibility to check existing risks and dangers and to conduct any further necessary research to inform themselves about the dangers that may arise from using the products obtained from Synthese Nord. The buyer must also warn their buyers and their auxiliary personnel of the risks and dangers that may be associated with the use or handling of the products.

The products of Synthese Nord may be subject to the Chemicals Prohibition Ordinance or other legal regulations. The buyer is solely responsible for complying with legal regulations when handling the products purchased from Synthese Nord.

Synthese Nord explicitly points out to the buyer that they must check the content information provided by Synthese Nord regarding the products if the products obtained from Synthese Nord need to be repacked, relabeled, or used as raw materials or components for other products.

VIII. Warranty and Liability

The buyer's warranty rights require that they inspect the delivered goods upon receipt and notify Synthese Nord in writing of any defects immediately, but no later than 14 days after receipt of the goods. Hidden defects must be reported to Synthese Nord in writing immediately after their discovery. The buyer must describe the defects in writing.

In the event of defects in the goods, Synthese Nord has the right to choose between rectifying the defect or delivering a defect-free item. The necessary expenses for the purpose of rectification are borne by Synthese Nord, provided they do not increase because the goods were transported to a location other than the delivery address. Personnel and material costs claimed by the buyer in this context are to be calculated on a cost basis.

If Synthese Nord is unwilling or unable to rectify the defect, the buyer can withdraw from the contract. The same applies if rectification fails, is unreasonable for the buyer, or is delayed beyond a reasonable period for reasons attributable to Synthese Nord. The buyer's right of withdrawal is excluded if they are unable to return the received performance, unless this is due to the nature of the received performance, is Synthese Nord's responsibility, or the defect only became apparent during processing or transformation of the goods.

In the case of defects in significant third-party products, the buyer can demand the assignment of claims that Synthese Nord has against its supplier, unless the defect has already been remedied by Synthese Nord.

The limitation period for the buyer's claims due to defects is one year from delivery of the goods. This does not apply to the buyer's claims for damages, which are based on compensation for bodily injury or damage to health due to a defect for which Synthese Nord is responsible or which are based on intent or gross negligence by Synthese Nord or its vicarious agents.

The liability of Synthese Nord for breaches of duty and tort is limited to intent and gross negligence. This does not apply to liability for injury to life, body, or health, claims for breach of cardinal obligations, i.e., obligations arising from the nature of the contract and the breach of which endangers the achievement of the purpose of the contract, and compensation for damages caused by delay. In these cases, Synthese Nord is liable for every degree of fault.

The aforementioned disclaimer also applies to breaches of duty by vicarious agents and legal representatives of Synthese Nord.

The provisions of the Product Liability Act remain unaffected.

IX. Retention of Title

The delivered goods remain the property of Synthese Nord until full payment of all claims arising from the business relationship with the buyer.

The buyer is entitled to sell the goods in the ordinary course of business. They already now assign to Synthese Nord all claims in the amount of the invoice amount, which arise from the resale against a third party. Synthese Nord accepts the assignment. After the assignment, the buyer is authorized to collect the claim. Synthese Nord reserves the right to collect the claim themselves if the buyer does not properly meet their payment obligations and is in default of payment.

The processing or transformation of the goods by the buyer is always done for Synthese Nord. If the goods are processed with other items not belonging to Synthese Nord, Synthese Nord acquires co-ownership of the new item in proportion to the value of the delivered goods to the other processed items at the time of processing.

If the delivered goods are inseparably mixed with other items not belonging to Synthese Nord, Synthese Nord acquires co-ownership of the new item in proportion to the value of the delivered goods to the other mixed items at the time of mixing. If the mixing occurs in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportional co-ownership to Synthese Nord. The buyer keeps the resulting sole ownership or co-ownership for Synthese Nord.

Synthese Nord undertakes to release the securities due to them at the buyer's request insofar as the realizable value of the securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released lies with Synthese Nord.

X. Final Provisions

The place of fulfillment for all obligations arising from the contractual relationship is the location of the registered office of Synthese Nord.

The exclusive place of jurisdiction for all disputes arising from the business relationship between Synthese Nord and the buyer is the location of the registered office of Synthese Nord. Synthese Nord is also entitled to sue at the buyer's location and at any other permissible place of jurisdiction.

The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany.

Should individual provisions of these terms and conditions be or become invalid, this does not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision. The same applies to any gaps in the contract.