General Terms and Conditions

Scope / General:
1. Our terms and conditions of sale shall apply exclusively; we shall not recognize any terms and conditions of the customer which conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge
2. All agreements made between us and the customer for the execution of the contract concluded by our order confirmation or by other means are set out in writing in these Terms and Conditions of Sale and in the order confirmation. 1.3 Our Terms and Conditions
3. Our Terms and Conditions of Sale shall only apply to entrepreneurs, legal entities under public law and/or a special fund under public law within the meaning of § 310 para. 1 BGB (German Civil Code). Our offer is directed exclusively at entrepreneurs.
4. Our conditions of sale shall also apply to all future transactions with the purchaser in the version valid at the time of the purchaser’s order or in any case in the version last communicated to him in text form.
Offer, prices and terms of payment:
1. An order is to be qualified as an offer according to § 145 BGB (German Civil Code) unless otherwise stated in the order. We can accept this within 2 weeks.
2. Unless otherwise stated in the order confirmation, our “FCA” prices shall apply, including packaging. We reserve the right to reasonably change our prices if cost reductions or cost increases occur after conclusion of the contract, due to collective wage agreements or changes in raw material prices. We will prove these to the customer upon request.
3. Our prices do not include the statutory value-added tax; it shall be shown separately on the invoice at the statutory rate on the day of invoicing.
4. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. Payments shall be made in Euro without deduction and free of charges and expenses to the bank named by us. The unconditional crediting of the bank account is decisive for the timeliness of the payment. The statutory regulations apply with regard to the consequences arising from default in payment.
5. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. In addition, he shall only be entitled to exercise a right of retention to the extent that his counterclaim is due and based on the same contractual relationship.
Delivery, Place of Performance & Transfer of Risk:
1. The delivery period shall be determined exclusively by the details given in the order confirmation, unless otherwise agreed in the contract.
2. The commencement of the delivery period stated by us requires the clarification of all technical questions.
3. Unless otherwise agreed, our delivery dates and delivery periods are non-binding.
4. The observance of our delivery obligation further presupposes the timely and proper fulfilment of the customer’s obligation. We reserve the right to plead non-performance of the contract.
5. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
6. Insofar as the prerequisites of Clause 3.5 are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which he is in default of acceptance or debtor’s delay.
7. Unless otherwise stated in the order confirmation, the place of performance shall be our place of business.
Liability:
1. Claims for defects on the part of the purchaser presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Complaints must be made before the goods are sent for regular processing, if this is possible. A sample of the goods complained of must be sent to us with each notice of defect. Notices of defects are to be submitted exclusively to authorized employees.
2. The customer may not refuse acceptance of deliveries due to insignificant defects.
3. If there is a defect in the object of sale, we shall be entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free object. Our right to refuse subsequent performance in accordance with the statutory provisions shall remain unaffected.
4. Unless otherwise agreed, we shall be obliged to effect delivery free of industrial property rights and copyrights of third parties only in the country of the place of delivery. Any liability on our part for any infringement of industrial property rights through the processing of our products (e.g. process patents) is explicitly excluded.
5. We shall be liable for damages resulting from a grossly negligent breach of duty on our part.
6. If we violate an essential contractual obligation only slightly negligently, our liability shall be limited to the foreseeable damage typical for the contract. An essential contractual obligation is given for obligations the fulfilment of which makes the proper execution of the contract possible in the first place or on the observance of which the customer has trusted and may have trusted.
7. Any further liability is excluded.
8. Liability due to intent, liability for damage resulting from injury to life, limb or health and mandatory liability under the Product Liability Act shall remain unaffected.
9. We shall also be liable for obligations similar to legal transactions (§311 BGB), but from the point in time at which the customer becomes aware of our GTC only within the scope of this paragraph.
10. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
11. In cases of force majeure or of events unforeseeable at the time of conclusion of the contract which cannot be averted by the diligence of a prudent businessman and which make the manufacture or delivery of the goods considerably more difficult or impossible, we shall not be liable and shall be entitled to extend the delivery period by the period of the hindrance. If the customer cannot reasonably be expected to accept the goods as a result of the delay, he may immediately declare his withdrawal from the contract. If the hindrance is not only of a temporary nature, we shall also be entitled to withdraw from the contract. A partial withdrawal is also possible. Cases of force majeure and unforeseeable events include, but are not limited to, strikes, terrorism, natural catastrophes, failure of the plant or machinery through no fault of our own, restriction and shortage of raw materials and operating supplies, late delivery by suppliers, unforeseeable operational and delivery disruptions at our suppliers, fire and war.
12. The limitation period for warranty claims is 12 months, calculated from delivery of the purchased goods. Excluded from this are claims from Clauses 4.5 and 4.8.
13. In case of an unjustified notice of defects cph is entitled to charge the customer a lump sum of 150 € for the laboratory and administrative expenses incurred. The customer is allowed to prove that a smaller damage or no damage at all has occurred. The lump sum shall then be reduced accordingly. In any case cph is allowed to prove a higher damage.
Reservation of title security:
1. We reserve title to the object of purchase until receipt of all payments arising from the business relationship with the customer. In the event of breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to take back the object of sale within the framework of the statutory provisions. The repossession of the object of sale by us shall constitute a withdrawal from the contract in the same way as the attachment of the object of sale by us.
2. he customer is obliged to treat the object of sale with care, in particular he is obliged to sufficiently insure it at his own expense against fire, water and theft at replacement value.
3. In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO (Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us, provided that the action was successful and we have previously unsuccessfully enforced the claim against the defendant.
4. The customer is entitled to resell the object of purchase in the ordinary course of business, but hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties as well as those claims of the customer from the reserved goods which accrue from any other legal reason against his customers or third parties (in particular claims from tort and claims for insurance benefits). We accept the assignment. However, the customer may not pledge the reserved goods or assign them by way of security. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no petition for the opening of bankruptcy, composition or insolvency proceedings has been filed or payments have been suspended. In this case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
5. The processing or transformation of the object of sale by the customer shall always be carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the object created by processing as to the object of sale delivered subject to reservation of title.
6. If the object of sale is inseparably combined or mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other combined or mixed objects at the time of the combination or mixing. If the combination or mixing takes place in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis.
7. The customer also assigns to us the claims to secure our claims against him which arise against a third party through the connection of the object of sale with a piece of real estate.
8. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released shall be incumbent on us.
6 Application notes:
1. Our technical advice, instructions for use, etc. are based on practical and scientific experience. However, they are non-binding and do not release the customer from the obligation to satisfy himself of the suitability of the goods for the intended purposes and processes by carrying out test gluing under everyday conditions. Data concerning our products are average values and we base them on laboratory tests carried out and practical experience of our customers. Only the contractually agreed specifications at the time of delivery shall be regarded as quality agreements within the meaning of current BGH jurisdiction, but not other details.
2. Even if we provide technical application support to the customer, the customer shall bear the risk of the success of his work.
3. The descriptions and specifications contained in the brochures or other materials are for general information only and are not part of the contract.
Rights & Confidentiality:
1. We reserve all proprietary rights and copyrights to all documents provided by us (in particular product data sheets). This applies in particular to written documents designated as “confidential”. The customer requires our express written consent before passing them on to third parties. If the contract is not concluded, they must be surrendered. All intellectual property rights to the goods, their manufacture, development or creation (including their improvement) are and remain our property.
2. Confidential information is a trade secret and is subject to secrecy. This also includes price quotations.
3. The customer undertakes to obtain our consent before stating the business relationship with us as a reference.
4. Chemical analyses of the products as well as any form of reverse engineering are excluded. In the event of resale, the customer must ensure that the customers of the customer were also subject to any form of reverse engineering and pass this obligation on to their customers.
Place of jurisdiction:
1. If the customer is a merchant, a legal entity under public law or a special fund under public law, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the place of performance of the delivery obligation or at his place of business.
2. The law of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods shall not apply.