- Scope of application
GIG Chemie GmbH’s products, 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 our offers and order-confirmation, 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.
Any deviation from these business conditions shall not apply without GIG Chemie GmbH ‘s express written consent.
- Offers and contracts
Any offers made by GIG Chemie GmbH are without obligation and non-binding. Any declaration of acceptance and all orders require written confirmation from GIG Chemie GmbH in order to apply. This also applies to supplements, modifications or collateral agreements.
Ordered quantities may be exceeded or undercut if they do not comply with GIG Chemie GmbH packaged amounts or if they are part of a special make. All calculations shall be based on the weight ascertained at departure from GIG Chemie GmbH.
GIG Chemie GmbH employees are not authorized to make verbal ancillary agreements or verbal warranties above and beyond the terms of the written agreement.
- Prices / price fixing
If not otherwise stipulated, GIG Chemie GmbH 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.
The prices listed apply per 1 kg or 1 liter, per piece or per package, ex works and warehouse.
Disposable packaging becomes property of the purchaser. Any other agreements have to confirmed by written offer and orders.
- Terms of delivery and service
Delivery shall be effected as agreed in the contract. General Commercial Terms shall be interpreted in accordance with the INCOTERMS in force on the date the contract is concluded. Delivery deadlines and dates are only approximate insofar as GIG Chemie GmbH 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.
GIG Chemie GmbH 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 GIG Chemie GmbH exceptionally difficult or impossible – this includes strikes, lockouts, insufficiency of raw materials, transport difficulties, weather inclemency, official regulations, etc. even if these apply to GIG Chemie GmbH’s raw material, hardware and products suppliers – regardless of binding agreements on specific deadlines or dates. GIG Chemie GmbH 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.
If we fail to comply with agreed to delivery or performance schedules or other contractual obligations, Purchaser shall establish an additional delivery period of reasonable length. Such additional delivery period shall be at least three (3) months.
Compliance with delivery deadlines assumes fulfilment of all customer obligations. In the event that the customer is severely in arrears with his payments, GIG Chemie GmbH reserves the right to demand payment in advance.
Notice of claims arising out of damage in transit must be lodged by Buyer directly with the carrier within the period specified in the contract of carriage and GIG Chemie GmbH shall be provided with a copy thereof. GIG Chemie GmbH is not responsible for any damage during the transport from the production site and/or warehouse to any destination.
Compliance with legal requirements unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, handling, storage and use of the goods. Handling, storage and use of the products have to be in accordance with the material safety data sheets and product data sheet. All the terms and conditions of supply in PDS (*Product Data Sheet), in MSDS (** Material Safety Data Sheets) are valid simultaneously with these General Sales Conditions.
- Terms of payment
In the event of no agreement to the contrary, all GIG Chemie GmbH invoices are payable without deductions before shipment/transport, maximum 30 days after their issuance. All Services, such as the disposal of used material, repairing, technical services, regeneration and evaporation, test chemicals, lab chemicals, equipment and accessories are payable immediately with order strictly net cash.
Despite any customer conditions to the contrary, GIG Chemie GmbH 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.
Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations. If the customer is in arrears, GIG Chemie GmbH is entitled to charge interest in the amount of 8% in excess of the valid German Federal Bank rate starting from the date concerned. GIG Chemie GmbH is also entitled to charge the customer EURO 50 for the processing of each payment reminder.
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.
- Reservation of ownership
All delivered goods remain the sole property of GIG Chemie GmbH (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.
Should the customer combine GIG Chemie GmbH 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 GIG Chemie GmbH in the value of its share (invoice price). The customer will store the (joint) property of GIG Chemie GmbH free of charge.
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 GIG Chemie GmbH, who duly accepts the transfer. The customer authorises GIG Chemie GmbH to collect on the claims transferred to GIG Chemie GmbH at their own expense in their own name.
In the event that third parties attempt to make claims on the goods subject to reservation, the customer will advise them of GIG Chemie GmbH’s ownership and notify GIG Chemie GmbH immediately.
If the customer does not act in accordance with the contract – in particular in cases of delay in payment – GIG Chemie GmbH 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 GIG Chemie GmbH does not constitute a withdrawal from the contract.
- Product Information
All information and physical and chemical properties, specification and data given in our the product data sheets, material safety data sheets, certificate of analysis, packing lists and invoices are based on the tests and analyses by our labs, quality control departments at production sites and our experience with the supplied product and comply with the local laws and regulations for use, transport and handling. Producer, supplier and exporter are not responsible for any discrepancies in these values after leaving our works. Any other measurement, test and analyses are not bounding for GIG Chemie GmbH and we are not responsible for any change and differences in the given values or any instabilities which might occur during transport, due to weather, temperature changes, handling or storage. The products are supplied on the bases of test, trials and experience by the consumer and by our application engineer. There is no guarantee for the parameters, value and efficiency loss after the product depart from the production site
The conditions of your use and application of our products, technical assistance and information (whether verbal, written or by way of product evaluations), including any suggested formulations and recommendations, are beyond our control. Therefore, it is imperative that you test our products, technical assistance and information to determine to your own satisfaction whether they are suitable for your intended uses and applications. Such testing has not necessarily been done by GIG Chemie GmbH. The facts, recommendations and suggestions stated in product data sheets, MSDS and COAs are believed to be reliable; however, no guaranty or warranty of their accuracy is made. Exept as stated, there are no warranties, express or implied, of merchantability, fitness or otherwise. GIG Chemie GmbH shall not be liable for special, incidental, consequential or exemplary damages.
The information of our product PDS and MSDS is based on the present state of our knowledge and meets the requirements of EU and national laws. The user’s working conditions however, are beyond our knowledge and control. The product is not to be used for other purposes than those specified without a written permission. It remains the responsibility of the user to ensure that the necessary steps are taken to meet the laws and regulations. Handling of the product may only be done by people above 18 years of age, who are satisfactorily informed, how to do the work and how to implement the hazardous properties and necessary safety precautions. The information given in SDS is to describe the product only in terms of health and safety requirements and therefore should not be constructed as guaranteeing specific properties. Our products have to be tested and the results have to be analyzed by the customer before regular use. GIG Chemie GmbH is not responsible for any change of the product specifications due to temperature, weather conditions, transport, handling and storage after the material has left our production site. No further tests, analyses at any other premises are accepted and the results are accepted and relevant to our specification which contains the only parameters checked and tested at our labs before shipment from production sites.
- Complaints, guarantees
GIG Chemie GmbH 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.
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. The customer has the express obligation to check the identity of the goods immediately upon delivery. If the customer neglects to notify GIG Chemie GmbH immediately, the delivery shall be considered as accepted. This does not affect the obligation to examine according to § 377 HGB (German Commercial Code).
If the delivered goods are found to be defective, GIG Chemie GmbH will supply a replacement delivery on the condition that the customer has returned the defective product or product piece to GIG Chemie GmbH at the costs of buyer. 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.
All claims to replacement or restitution will only then be granted to the customer, if the violation was caused by GIG Chemie GmbH or one of its vicarious agents with intent or gross negligence.
If the customer does not allow GIG Chemie GmbH the opportunity to substantiate the claim, in particular if he does not produce the defective goods or samples thereof immediately upon request, GIG Chemie GmbH is entitled to the right of retention with respect to any guarantee claims made.
Any guarantee given by GIG Chemie GmbH 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.
GIG Chemie GmbH is entitled to refuse to correct any defects as long as the customer has not fulfilled his legal obligations to GIG Chemie GmbH.
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.
The information supplied by GIG Chemie GmbH 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.
All claims are subject to the statute of limitations after twelve months
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 GIG Chemie GmbH.
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.
Consulting services and information are provided to the best of the knowledge and belief of GIG Chemie GmbH 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.
No liability will be assumed for indirect and consequential damages, in particular loss of profit or third-party claims.
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 GIG Chemie GmbH at that time.
In any case, damages claims shall be limited to the value of the order.
Damages claims are subject to the statute of limitations after twelve months following delivery.
If there are reasonable doubts as to Buyer’s ability to pay, especially if Buyer is in default of payment, GIG Chemie GmbH may, subject to further claims, revoke agreed credit periods and make further deliveries dependent on the provision of sufficient security.
- Applicable law, jurisdiction
These business conditions and all legal relationships between GIG Chemie GmbH and the customer are governed solely by the law of the Federal Republic of Germany.
Insofar as legally permissible, the courts in Neuss shall have sole jurisdiction for all disagreements ensuing directly or indirectly from the contractual relationship between GIG Chemie GmbH and the customer.
- 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.
Stand: September 2019