General terms and conditions - as of 12/2025

1. Scope of Application

The following General Terms and Conditions apply to all business relationships and products of MENNO CHEMIE-VERTRIEB GMBH, Norderstedt. These General Terms and Conditions apply to all contracts, deliveries and services, unless additional agreements have been expressly concluded between the parties.
These General Terms and Conditions shall apply exclusively. The version of the General Terms and Conditions valid at the time of conclusion of the contract shall be authoritative. Any deviating, conflicting or supplementary general terms and conditions of the customer shall become part of the contract only if and to the extent that we have expressly agreed to their applicability. This requirement of express consent shall apply in all cases, including, for example, where we perform deliveries or services for the customer with knowledge of the customer’s general terms and conditions and without reservation.
A contract shall be concluded only upon issuance of an order confirmation or upon execution of a written contract by MENNO CHEMIE-VERTRIEB GMBH. The content of the contract shall be determined by the order confirmation or the contractual agreement. These General Terms and Conditions shall be deemed agreed at the latest upon acceptance of the goods, provided that reference to these General Terms and Conditions has been made in advance.

2. Offer and Acceptance

Our offers are subject to change and non-binding. Orders shall become binding only upon our written order confirmation.
Any legally relevant declarations and notices of the customer, in particular the setting of deadlines, notices of defects, withdrawal from the contract or reduction of the price, must be made in writing.
For the purposes of these General Terms and Conditions, the term “in writing” shall include written and text form (e.g. letter, e-mail). Statutory form requirements and further evidentiary requirements, in particular in cases of doubt as to the authority of the declaring party, shall remain unaffected.

3. Subsequent Amendments to Confirmed Orders

Any amendments to orders that have already been confirmed shall be possible only with our prior express consent.
For the processing of such subsequent amendments, we shall charge an amendment fee in the amount of EUR 49.00 per order.
In the event of amendments that cause significant additional administrative effort (e.g. recalculation, modification of production or delivery processes), we reserve the right, in addition to the amendment fee, to charge the additional costs actually incurred based on the effort involved.
There shall be no entitlement to the granting of consent to subsequent amendments.

4. Prices and Payment

The list prices valid at the time of delivery of the goods shall apply. The minimum order quantity shall be 30 liters/kg. All prices are exclusive of packaging, transport insurance and express delivery costs. For dangerous goods, we shall charge a dangerous goods surcharge of EUR 15.00 per shipment. International deliveries shall be made DAP (Delivered At Place), duty unpaid and tax unpaid. Irrespective of the applicable delivery term, the customer shall bear a proportionate contribution to transport costs, the amount of which shall be determined in accordance with our price list valid at the relevant time or the individual offer.
The purchase price shall be due and payable within 30 days from the date of invoice. For the timeliness of payment, the receipt of payment by us shall be decisive. For early payment or payment within a period of 10 days, calculated from the invoice date, we shall grant a cash discount of 2% on the purchase price paid.
The purchase price shall be due and payable within 30 days from the date of invoice. For the timeliness of payment, the receipt of payment by us shall be decisive. For early payment or payment within a period of 10 days, calculated from the invoice date, we shall grant a cash discount of 2% on the purchase price paid.
Where there are justified doubts as to the purchaser’s ability to pay, in particular in the event of an existing default in payment, we shall be entitled – without prejudice to any other rights – to revoke any credit terms granted and to require advance payment or adequate security.

5. Retention of Title

Title to the goods delivered shall pass to the purchaser only upon full payment of the purchase price.
If the purchaser has paid the purchase price for the goods delivered but has not yet fully fulfilled other obligations arising from the business relationship with us, we shall retain title to the goods delivered until all outstanding claims have been fully settled.
In the event of a breach of contract by the purchaser, in particular in the event of non-payment of the due purchase price, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or to demand the return of the goods on the basis of the retention of title. A demand for return of the goods shall not simultaneously constitute a declaration of withdrawal; rather, we shall be entitled to demand only the return of the goods while reserving the right to withdraw from the contract. The purchaser’s failure to pay the due purchase price shall entitle us to exercise these rights only if we have previously set the purchaser a reasonable deadline for payment without success, or if the setting of such a deadline is dispensable under statutory law.

6. Delivery

Delivery shall be made in accordance with the terms set out in the order confirmation. General commercial terms shall be interpreted in accordance with the Incoterms valid at the time of conclusion of the contract.
In the event of a delay in delivery attributable to us, the purchaser shall be obliged to grant a reasonable grace period.
Contractual penalties for delayed delivery are excluded.
If we are unable to meet binding delivery deadlines for reasons for which we are not responsible, we shall inform the purchaser without undue delay and simultaneously notify the purchaser of the expected new delivery date.
If performance is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part. Any consideration already provided by the purchaser shall be refunded without undue delay.
The occurrence of delay in delivery on our part shall be determined in accordance with the statutory provisions. In any event, however, a reminder (notice of default) by the purchaser shall be required.

7. Transfer of Risk, Default of Acceptance

The risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser at the latest upon handover of the goods. In the case of a sale involving shipment, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall pass to the purchaser upon delivery of the goods to the carrier, freight forwarder or any other person or entity designated to carry out the shipment.
Handover shall be deemed to have taken place if the purchaser is in default of acceptance.
If the purchaser is in default of acceptance, fails to perform a required act of cooperation, or if our delivery is delayed for other reasons attributable to the purchaser, we shall be entitled to claim compensation for the resulting damage, including additional expenses (e.g. storage costs).
Proof of a higher amount of damage and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation and termination) shall remain unaffected; however, any lump-sum compensation shall be credited against further monetary claims. The purchaser shall be entitled to prove that no damage at all or substantially lower damage than the aforementioned lump sum has been incurred by us.

8. Resale

The resale of our products shall be permitted only in their original packaging. Any modification, as well as repackaging or refilling of our products, is not permitted.

9. Authorisations, Environmental Protection

We do not assume any responsibility for the granting of official or regulatory authorisations. The customer represents and warrants that it will comply with all applicable safety and environmental protection regulations, and in particular undertakes to comply with all applicable provisions of ADR, the German Chemicals Biocide Ordinance (ChemBiozidDV), the German Plant Protection Products Ordinance (PflSchMV), the German Chemicals Prohibition Ordinance (ChemVerbotsV), the German Hazardous Substances Ordinance (GefStoffV), the German Chemicals Act (ChemG), the CLP Regulation, as well as any other applicable statutory provisions.

10. Product Quality

Unless expressly agreed otherwise in writing, the quality of the goods shall be determined exclusively by our product specifications.
Any indicated uses under the European Chemicals Regulation REACH (as well as under ADR, ChemBiozidDV, PflSchMV, ChemVerbotsV, GefStoffV, ChemG, CLP regulations, etc.) that are relevant to the goods shall neither constitute an agreement on the contractual quality of the goods nor a specification of a particular purpose within the meaning of this contract.
The properties of samples and specimens shall be binding only to the extent that they have been expressly agreed in writing for the purpose of determining the quality of the goods.
Any statements regarding quality and shelf life, as well as any other data, shall constitute a guarantee only if they have been expressly agreed in writing and expressly designated as a guarantee.
Any technical and chemical information shall not constitute a representation or guarantee of any particular suitability or intended use of the goods.
Any advice provided by us shall be given to the best of our knowledge. Any advice or information regarding the suitability and application of the products shall not release the purchaser from the obligation to independently analyse and verify the suitability of the products.
At our request, the purchaser shall, in the event of a product recall, provide all information required regarding the stock of the goods.

11. Packaging

Our packaging consists of single-use packaging. The products contained therein are intended exclusively for commercial use.
A take-back obligation pursuant to the German Packaging Act (Verpackungsgesetz – VerpackG) exists for the sales packaging placed on the market by us (e.g. bottles, canisters, drums). Packaging that has been completely emptied and rinsed by the user may be recycled via national waste disposal systems, for example in Germany and Austria via Interzero, waste code pursuant to the European Waste Catalogue (EWC): 150102 (plastics).
IBC containers may, after being completely emptied and rinsed by the user, be returned for recycling in Europe and worldwide via Schütz Packaging Systems, or be properly disposed of through a certified waste disposal company. Any costs incurred in this respect shall be deemed settled by the terms and conditions agreed in advance.
With regard to transport packaging, the following shall apply: Outer cartons are affiliated with the RESY system in Europe and may be recycled via the waste paper system. EPAL load carriers, such as EURO pallets, shall be exchanged at the place of receipt in Europe, provided that their condition is equivalent to that of the pallets delivered. Single-use pallets and any other packaging materials shall be disposed of by the recipient of the goods. Any costs incurred in this respect shall be deemed settled by the terms and conditions agreed in advance.

12. Defects

The purchaser shall be obliged to inspect the goods immediately after delivery and to notify us in writing without undue delay, but no later than one (1) week after delivery, of any defects, incorrect deliveries or quantity deviations, enclosing photographic evidence of the damage.
The goods delivered shall be deemed approved if no written notice of defect is received within one (1) week after delivery. Defects that could not be detected upon inspection after delivery shall be notified in writing without undue delay, but no later than one (1) week after discovery.
In the event of a timely and justified notice of defect, the purchaser’s warranty claims shall initially be limited, at our discretion, to delivery of defect-free goods or remedy of the defect. If the type of subsequent performance chosen by us is unreasonable for the purchaser in the individual case, the purchaser may reject it. Our right to refuse subsequent performance under the statutory provisions shall remain unaffected.
If our subsequent performance fails, the purchaser may, at its discretion, reduce the purchase price or withdraw from the contract.
The assertion of a notice of defect or other claims shall not release the purchaser from its payment obligations. We shall be entitled to make subsequent performance conditional upon payment of the due purchase price. The purchaser shall, however, be entitled to retain a portion of the purchase price that is reasonable in relation to the defect.
If a reasonable deadline to be set by the purchaser for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the purchaser may, in accordance with statutory law, withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there shall be no right of withdrawal.

13. Limitation of Liability

We shall be liable in accordance with the statutory provisions only if the cause of the damage is based on intent or gross negligence of MENNO CHEMIE-VERTRIEB GMBH, including its legal representatives or vicarious agents. The same shall apply where death, personal injury or damage to health of the customer is attributable to circumstances for which MENNO CHEMIE-VERTRIEB GMBH is responsible.
We expressly point out that the customer is obliged to comprehensively and continuously train itself and its employees with regard to the application of our products. We shall not be liable for any damage resulting from use of the products contrary to their intended purpose or improper use by the purchaser or its vicarious agents.
With respect to all other liability claims, we shall be unlimitedly liable only in the event of the absence of the agreed quality as well as in cases of intent and gross negligence, including that of our legal representatives and executive employees. MENNO CHEMIE-VERTRIEB GMBH shall be liable for the fault of other vicarious agents only to the extent of liability for slight negligence pursuant to paragraph 4 below.
In cases of slight negligence, we shall be liable only if an obligation is breached the fulfilment of which is of particular importance for achieving the purpose of the contract (cardinal obligation). In the event of a slightly negligent breach of a cardinal obligation, liability shall be limited to compensation for the damage that is typically foreseeable.
The above limitations of liability shall not apply in the event of damage to life, body or health, nor to claims of the purchaser under the German Product Liability Act (Produkthaftungsgesetz).
We assume no warranty or guarantee that the product is free from patents or other third-party intellectual property rights.

14. Force Majeure

If an event or circumstance beyond our control occurs (including natural events, war, strikes, lockouts, shortages of raw materials or energy, transport disruptions, failure of production facilities, fire, explosions, or governmental measures) which restricts the availability of goods from the plant from which we source goods (raw materials, packaging, intermediate products) and which results in our being unable to perform our obligations under this contract (taking into account other delivery obligations on a pro rata basis), we shall be:
1. released from the performance of such obligations for the duration of the impediment, and
2. not obliged to procure goods from other sources.
The same shall apply if such an event or circumstance renders the performance of the contract economically unreasonable for a prolonged period, or if such an event or circumstance occurs at the level of our suppliers.
If the aforementioned circumstances persist for a period of more than three (3) months, we shall be entitled to withdraw from the contract, without the purchaser being entitled to any claim for damages as a result.

15. Limitation Period

Claims of the purchaser arising from defective goods shall become time-barred one (1) year after receipt of our products, irrespective of any statutory provisions providing for longer limitation periods.
The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages of the purchaser that are based on a defect of the goods, unless the application of the regular statutory limitation periods (Sections 195, 199 of the German Civil Code) would result in a shorter limitation period in the individual case. Claims for damages of the purchaser pursuant to Section XII as well as claims under the German Product Liability Act (Produkthaftungsgesetz) shall be subject exclusively to the statutory limitation periods.

16. Written Form, Jurisdiction, Severability

Any amendments or supplements to this contract shall require written form. This shall also apply to the waiver of the written form requirement. Oral ancillary agreements to this contract do not exist.
The purchaser shall be entitled to set-off or retention rights only insofar as its claim has been finally adjudicated or is undisputed. In the event of defects in delivery, the purchaser’s statutory counter-rights shall remain unaffected.
Should any provision of these General Terms and Conditions be invalid, unenforceable or incomplete, the validity of the remaining provisions shall not be affected. In place of such provision, an appropriate and legally permissible provision shall apply which most closely reflects the contractual purpose and the original intent of the contracting parties.
This contract and all legal relationships in connection with it shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG), including all conflict-of-law provisions.
Exclusive place of jurisdiction shall be Hamburg, Germany. However, we shall also be entitled to bring an action against the purchaser at its place of business.