I. Scope of application
1. GIG Chemie GmbH’s 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 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.
2. Any deviation from these business conditions shall not apply
without GIG Chemie GmbH ‘s express written consent.
II. Offers and contracts
1. 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.
2. 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.
3. GIG Chemie GmbH 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, 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.
2. The prices listed apply per 1 kg or 1 liter, per piece or per
package.
IV. Packaging
Disposable packaging becomes property of the purchaser.
V. Terms of delivery and service
1. 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.
2. 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 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.
3. 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) weeks.
4. 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.
5. 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.
6. 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, storeage and use oft
he products have to be in accordance with the material safety
data sheets and product data sheet
VI. Terms of payment
1. In the event of no agreement to the contrary, all GIG Chemie
GmbH 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, 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.
3. 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 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.
VII. Reservation of ownership
1. 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.
2. 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.
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 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.
4. 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.
5. 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.
VIII. Product Information
1. 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,.
2
value and efficiency loss after the product depart from the
production site
2. 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.
VIII. Product Information
1. 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,.
2
value and efficiency loss after the product depart from the
production site
2. 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.
