I. General

(1) All legal relations with the company Münch Chemie International GmbH, Weinheim – referred to as Münch from hereon – shall be based on these General Terms and Conditions (hereinafter also GTC). These will also be applicable for all future offers, deliveries and services. For orders that need to be executed in the short term and that were not confirmed separately, the Customer is also bound by the below terms and conditions.

(2) General Terms and Conditions that conflict with or contradict those of Münch, or terms that through their claim for validity limit or nullify Münch’s terms will not be part of a contract, unless Münch expressly agrees to their validity in writing. The Customer will expressly acknowledge the exclusive validity of these General Terms and Conditions when signing an agreement with Münch.

(3) Different business or purchasing conditions of a Customer are hereby discounted. This shall also apply if Münch does not again object to any business or purchase terms and conditions after receiving them.

(4) When in doubt, the General Terms and Conditions of Münch will be seen as agreed upon with acceptance of a contractual delivery or service by Münch.

(5) Verbal undertakings, ancillary or supplementary agreements need an express confirmation in writing from Münch to be valid proof.

 

II. Conclusion of the contract

(1) Details in price lists, advertising materials, technical descriptions or other documents, as well as offers, are non-binding for Münch.

(2) The contract between Münch and the Customer gets concluded by incorporating the General Business Terms and Conditions through:

a) unconditional acceptance of Münch’s offer by the Customer,

b) the event of an order by the Customer (Customer offer) by written confirmation of acceptance by Münch, which can be delivered to the Customer in writing, or implicitly, by delivery of the goods within two weeks of receipt of the Customer’s offer, or

c) through the delivery of the offered or ordered delivery or service by Münch and the unconditional acceptance of the Customer thereof.

(3) Münch has the right to reject orders for goods with a net value less than € 100.00. With a goods net value of € 100.01 to € 249.99, Münch is entitled to charge a small quantity surcharge of € 50.00 plus the applicable statutory VAT.

 

III. Documents handed over

We reserve ownership rights and copyright for all documents handed over to the Customer while placing orders, e.g., calculations, drawings, etc. These documents may not be shared with a third party unless Münch has given the Customer express written consent. Should we not accept the offer of the Customer within the deadline as outlined in ll. of these Terms and Conditions, the documents need to be sent back to us immediately.

 

IV. Prices, export certificates, payment

(1) Unless expressly agreed otherwise, the prices of Münch shall be understood as ex works plus domestic or foreign VAT at the respective statutory rate. Prices are calculated by Münch according to the pricelist that is valid for delivery or services at the time of concluding the contract, plus a possible minimum surcharge (ll. No. 3).

(2) Prices contained in pricelists shall be understood as having the respective valid VAT and, where applicable, freight costs added. Unless it was not otherwise agreed upon in writing, our prices are valid ex works plus VAT at the respective statutory rate. Costs of packaging will be invoiced separately.

(3) The Customer will be invoiced separately for customs duties, consular fees, freight, insurance premiums, packaging costs and all other costs which are incurred as part of the contract. Should it have been agreed that, in deviation of this, these costs are included in the price, the Customer will be invoiced for any possible increase in costs after conclusion of the contract.

(4) Before the execution of an order or service within the EU by Münch, the Customer needs to communicate his respective VAT identification number under which it carries out the acquisition tax within the EU. Should a customer that does not reside in Germany or his representative collect the goods and move or send them to countries outside the EU, it has to furnish Münch with an export certificate which complies with the VAT regulations of the Federal Republic of Germany. If this proof is not submitted within 30 days of handing over the goods, the Customer shall pay the VAT according to the VAT rate applicable for deliveries within the Federal Republic of Germany on the invoiced amount.

(5) Invoices for Münch must be paid without any deductions within 30 days of the invoice date. Any alternative method of payment requires an express agreement. The timeliness of a payment is determined by the value date on one of Münch’s accounts.

(6) Bills of exchange and cheques will only be accepted for payment with express written agreement for this. The Customer bears all costs resulting from the acceptance of bills of exchange and cheques that are out of the ordinary (exchange tax, discount charges, etc.).

(7) Münch has the right to check the creditworthiness of customers by the usual means; should doubt of the creditworthiness of the Customer arise as a result of this or should a substantial deterioration of the financial situation of the business partner occur, Münch has the right to revoke the payment terms granted and to execute further deliveries only against prepayment or cash on delivery. Payment terms granted will be null and void and all claims of Münch shall become due immediately should the business partner fail to cash cheques or direct debits on the basis of a debit authorisation granted by Münch due to lack of cover or return it by way of an objection, declare insolvency or apply for the start of such proceedings; in such cases Münch is entitled to retrieve goods already delivered as security.

 

V. Conditions for delivery and services

(1) Münch has the right to make partial deliveries or to provide partial services at any time.

(2) The Customer must accept orders on demand (unless expressly agreed otherwise) within four weeks from the date of confirmation of the order or within a period of four weeks after the individual agreed upon call-off dates.

(3) Should the Customer not fulfil contractual obligations timeously, including cooperation or ancillary obligations (e.g., opening a letter of credit, providing domestic or foreign certificates, making an advance payment, etc.), Münch is entitled to appropriately extend delivery periods and dates without prejudice to the rights arising from the Customer‘s default according to the needs of the production process; or if force majeure or other circumstances occur at Münch or at one of the suppliers, such as a strike, lockout, official orders, etc. which lead to delivery delays, Münch is released from the obligation to perform the contract on time for the duration of their existence.

 

VI. Place of performance, shipment

(1) Deliveries and services are carried out from works/warehouses unless something else has been agreed upon in writing. If the Customer is a businessperson or is based outside the Federal Republic of Germany, the place of performance will be Weinheim/Bergstraße, Germany.

(2) If the goods are dispatched to the Customer at the Customer‘s request, the risk of accidental loss or accidental deterioration of goods or of damage to the delivery or service shall be carried by the Customer upon dispatch to the Customer, at the latest upon leaving the works/warehouse and when the delivery or service is handed over to the carrier. This applies regardless of whether the goods are dispatched from the place of performance or of who carries the freight costs.

(3) The choice of carrier, the manner of packaging the goods and the dispatch of these lies with Münch: Münch will use its own discretion in its choice of these. Münch is only liable for the choice of carrier and the manner of packaging and dispatch should there be intent or gross negligence on its part.

 

VII. Delivery period, delivery deadlines and dates, delay

(1) The commencement of the delivery period as specified by Münch presupposes the timeous and proper fulfilment of the obligations of the Customer. The objection to the non-fulfilment of the contract remains reserved.

(2) Delivery periods and dates are only binding if they have been expressly agreed upon as such in writing. Agreed upon delivery periods start with the date of confirmation of the order by Münch; not however before all necessary details and technical questions of the order have been clarified. The same applies to delivery dates.

(3) The delivery deadline shall be seen as having been met, when Münch hands over the delivery or service within the deadline to the Customer or the carrier (No. VI. para. 2 of these GTC).

(4) If Münch is only able to execute a partial delivery or part of a service, an agreed upon delivery time will be deemed as having been met if the partial delivery or part of a service has been handed over to the carrier (No. VI. para 2 of these GTC) or the Customer within the deadline, and the remaining delivery or service will be made without delay.

(5) In the event of late deliveries or services, Münch‘s liability is limited to intent or gross negligence and the amount is limited to the maximum amount the Customer would have had to pay for a late delivery or provision of service to Münch.

(6) If the Customer is in default of acceptance or is guilty of violating any other obligations of cooperation, Münch is entitled to ask for compensation for the resulting damages, including possible additional expenditure. Further claims are reserved. Should the above conditions exist, the risk of accidental loss or accidental deterioration of the purchased item shall be borne by the Customer at the time when he is in default of acceptance or enters debtor’s default.

(7) Further claims and rights of the Customer due to a delay in delivery remain unaffected.

 

VIII. Packaging, freight costs, insurance

(1) Packaging of the delivery or the provision of the service will be done according to requirements at the discretion of Münch.

(2) Münch is not obligated to take out insurance for the dispatch or the provision of services. Should it be agreed upon that the delivery of goods or the provision of services should be insured, the Customer must bear the costs.

(3) Returning the supplied packaging to Münch is excluded; the Customer hereby expressly exempts Münch from any conflicting statutory provisions.

(4) Should statutory provisions determine that packaging or also the delivery or the provision of services need to be disposed of, the Customer takes over this obligation from Münch and expressly exempts Münch from all obligations relating to this.

 

IX. Offset

A Customer of Münch may only set off against such claims that are undisputed or legally established.

 

X. Guarantee/Liability

(1) We reserve the right to make technical changes and improvements of the goods or the services as contained in brochures, offers, advertising material, technical descriptions or similar documents.

(2) Warranty rights of the Customer presuppose that it has duly complied with investigation and complaint obligations owed pursuant to § 377 HGB (German Commercial Code). Obvious defect of the delivered goods – irrespective of which kind – must – when the defect can be ascertained upon receipt of the delivery by normal commercial inspection (obvious defects) – be reported to Münch in writing within eight days of acceptance of the goods. Defects which cannot immediately be ascertained despite obligatory examination, must be reported to Münch without delay – but at the latest within three days of noticing the defect. Omission of reporting of defects within the stipulated period will be seen as approval of the goods as per the contract, so that any claims against Münch are excluded. The Customer then has the full burden of proof for all conditions of entitlement, especially for the defect itself, for the time of the discovery of the defect and for giving notice of the defect timeously.

(3) In the event of a justified complaint about goods delivered by the Customer within the period as set out in No. X Para 2 of these GTC, Münch provides the guarantee of a new delivery or the rectification of defects. Goods that have not been found satisfactory must be made available to Münch. Should the examination by Münch prove that the goods in question are not defective, a flat rate for testing of € 25.00 will be charged for each article for which a complaint was made plus packaging and shipping costs plus statutory VAT costs. Return of goods that were determined to be without defect after testing must be borne by the Customer.

(4) If the subsequent performance fails, the Customer can demand a reduction of the purchase price (reduction), a compensation, or the reversal of the contract (withdrawal). The right of withdrawal does not exist in the case of only minor deviations of the quality as presupposed by the contract.

(5) Claims by the Customer for subsequent performance as well as claims for reduction or compensation due to a defect and due to a withdrawal shall be subjected to the limitation period of one year after the beginning of the warranty period, unless Münch has not fraudulently concealed the defect and the Customer is an entrepreneur.

 

XI. Reservation of title

(1) Münch reserves the right of title to all delivered goods until full and irrefutable payment of all receivables from the current business relationship – plus interest and claims of legal costs – have been made by the Customer (reserved goods).

(2) The Customer is obligated to store the delivered goods, which are under reservation of title from Münch, separately from other stock in such a way that they can be identified as having been delivered by Münch at any given time.

(3) The Customer is entitled to resell the reserved goods in the normal course of business. The Customer’s receivables from the resale of the reserved goods must at this point already be assigned to Münch in the amount of the final invoice as agreed with Münch (incl. VAT). This assignment applies regardless of whether the purchased item was sold without or after processing it. The Customer remains entitled to make the claim even after the assignment to Münch. Münch’s power to collect the receivables itself remains unaffected by this. Münch will, however, not collect the receivables if the Customer meets its payment obligations from the revenues received, the Customer is not late with payments and, in particular, if the Customer has not initiated proceedings to be declared insolvent or suspension of payment occurs.

(4) The work on or processing or modification of the reserved goods by the Customer shall still be carried out in the name of and under the authority of Münch. In this case, the Customer’s right of claim to the reserved goods shall continue with the modified item. As soon as the reserved goods are modified with other items which do not belong to Münch, Münch gains co-ownership of the new items proportional to the objective value of the reserved goods of the other modified articles at the time of modification. The same applies in the event of a mixture. If the mixing takes place in such a way that the Customer’s item is to be seen as the main item, it shall be deemed as agreed upon that the Customer shall transfer co-ownership to Münch, thus keeping the sole ownership or co-ownership with Münch.

(5) The Customer is obligated to treat the goods carefully whilst ownership has not yet been granted to him. Furthermore, the Customer is obligated to insure goods still under reservation of title sufficiently against theft, fire, vandalism, and similar risks at his own cost. Insurance claims relating to goods subject to retention of title are assigned to Münch by the Customer, Münch herewith already accepts this assignment. Further insurance claims from such instances of damage are herewith assigned to Münch, Münch herewith already accepts this assignment.

(6) Should goods delivered by Münch that are subject to retention of title be seized by a third party, the Customer provides the sworn insurance; or should insolvency proceedings be initiated, the Customer is obligated to inform Münch without delay and to do everything necessary to enable Münch to realise its rights and claims, particularly the retention of title. The Customer is obligated to immediately report possible damage or destruction of the goods, a change of ownership or change of headquarters.

 

XII. General limitations of liability

(1) Unless otherwise stipulated in these General Terms and Conditions, Münch is liable for damages due to breach of contractual or non-contractual obligations, also due to ancillary obligations or due to obligations during initiation of the contract only in the event of intent or gross negligence of its legal representative or vicarious agents or in the event of culpable breach of material contractual obligations. Essential to the contract is the timeous delivery of the contract products free from defects of title as well as material defects, which impede their functionality or suitability for use at a more than just negligible degree, as well as obligations to provide advice, protection and care, which are intended to enable the Customer to use the goods as per contract, or to protect the life and limb of the Customer’s staff or the Customer’s property from significant damage.

(2) In the event of culpable breach of contractual obligations Münch is only liable for contract-typical, foreseeable damage – apart from cases of intent or gross negligence of its representatives or performing agents.

(3) The above limitations of liability do not apply to injury to life, body or health and for personal injury or privately used goods according to the Product Liability Act.

 

XIII. Protection of intellectual property, liability for infringements of the law

(1) Münch’s formulations and developments are subject to patent, copyright, design and utility model protection (propriety rights).

(2) The Customer is liable for all damages that may result from any infringements against these propriety rights.

 

XIV. Data protection

(1) Münch is entitled to store the data provided by the Customer electronically for accounts and bookkeeping purposes and to further process these.

(2) Münch is also entitled to pass on these data to a third party, especially credit institutions and contract partners in so far as this is necessary for order development. Applicable regulations regarding data protection are thereby taken into account by Münch.

 

XV. Legal compliance

(1) The Customer commits himself to comply within the framework of the legal relationship with Münch with all necessary legal provisions, especially anti-corruption and money laundering as well as cartel, labour and environmental regulations.

(2) The Customer shall make reasonable efforts to, in turn, ensure that its customers also comply with No. XV para 1 of these General Terms and Conditions.

 

XVI. Sanctions / Export Controls

(1) Münch is only obliged to perform a contract if performance does not violate any applicable national and/or international law on sanctions (especially those relating to embargoes on persons and countries) and/or export controls.

(2) The Customer agrees to provide Münch with all information, documents and statements free of charge, truthfully, fully and in original, which are needed for a legally conform performance of the contract in accordance with the applicable national and international law on sanctions and/or export controls, which e.g. also includes the provision of end-use certificates. If Münch does not receive the required information, documents and statements within a reasonable period it has set, it will be entitled to withdraw from or cancel the contract without this giving the Customer grounds for proceeding against Münch.

(3) If the performance of the contract violates applicable national and/or international law on sanctions and/or export controls, Münch will be entitled to refuse to perform the contract and withdraw from or cancel the same without notice. Münch agrees to inform the Customer of the reasons for refusing to perform the contract without delay. Münch shall not be liable for the fact that the contract cannot be performed due to applicable national and/or international law on sanctions and/or export controls unless this is due to Münch’s violation of its contractual obligations towards the Customer either intentionally or through gross negligence.

(4) In the event of a delay owing to official authorisation procedures, other official procedures or official criteria in connection with applicable national and/or international law on sanctions and/or export controls, the agreed delivery or performance deadline shall be extended in accordance with the duration of the delay. Münch shall not be liable for such delays unless they result from Münch’s violation of its contractual duties towards the Customer either intentionally or through gross negligence. If the performance of the contract depends on an official authorisation and this has not been issued within a period of four (4) months from the submission of the application, Münch and the Customer shall be entitled to withdraw from or cancel the contract without notice, unless the delayed issue of the official authorisation is due to the fact that the Party withdrawing from or cancelling the contract has violated the contractual obligations towards the other Party.

(5) The Customer agrees not to use the services rendered by Münch in order to pursue any business transactions that violate applicable national and/or international law on sanctions or export controls. The Customer agrees to impose this obligation on its customers. Münch reserves the right to verify compliance with national and international provisions of the law on sanctions and export controls applicable to the Customer once a year within a reasonable period and subject to prior notice. In this respect, the Customer provides assurance that it has implemented a functioning system of export controls.

(6) Münch and the Customer agree that compliance with the applicable national and/or international law on sanctions and export controls represents an essential condition for performing the contract. In addition, they agree that a violation of the applicable national and/or international law on sanctions and export controls in connection with the services rendered by Münch shall always be viewed as seriously harming Münch’s interests. In the case of violations against applicable national and/or international law on sanctions and/or export controls, Münch shall be entitled to cancel the contract without notice and the Customer obliged to indemnify Münch against all claims for damages by third parties due to a violation against applicable national and/or international law on sanctions and/or export controls and to compensate Münch for other expenses and losses – whether tangible or intangible – incurred as a result of the violation and, in particular, to pay any fines or penalties. Sentence 4 shall not apply if the violation is due to Münch’s violation of its contractual obligations towards the Customer either intentionally or through gross negligence.

XVII. Place of jurisdiction

The District Court of Mannheim (Germany) is exclusively responsible for contractual and extracontractual disputes between the Customer and Münch, should the Customer be a businessperson within the meaning of the German law or not have a general place of jurisdiction in the Federal Republic of Germany.

 

XVIII. Applicable law

For these General Terms and Conditions and legal relations between the Customer and Münch, including the Choice of Court Agreement in No XVI., the law of the Federal Republic of Germany is applicable to the exclusion of the international uniform law (especially the CISG).

 

XIX. Language of contract and negotiation

German shall be the language of contract and negotiation in as far there is no other agreement relating to this between the Customer and Münch.

 

Münch Chemie International GmbH

ADDRESS
Münch Chemie International GmbH Viernheimer Straße 70-76 D-69469 Weinheim

CONTACT
+49 6201 99 83-0
+49 6201 99 83-66
info@muench-chemie.com

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