Terms and conditions of
blau Chemie Holger Brügmann e.K.
Updated July 2015
§ 1 Validity and Formation of Contract
1. These conditions of sale and supply (“Conditions”) apply to all supplies,
services and offers between us and the purchaser. Terms and conditions
inconsistent therewith and counter-offers made by the purchaser referring to its
conditions are hereby rejected. Deviations from our Conditions are only valid if
expressly confirmed by us in writing. These Conditions also apply to future
business even if not referred to or not expressly agreed, provided that the
Conditions have been given to the purchaser in previous business.
2. All offers and specifications are non-binding and subject to confirmation. Any
order and agreement is subject to acceptance in writing by a director of us or our
delivery on the terms of these Conditions. Representations and agreements
made orally are only valid if confirmed in writing by a director of us.
§ 2 Prices
Unless otherwise specified or agreed as a fixed price, we are bound to prices
agreed pursuant to our offer for 4 weeks from the date of our confirmation.
Deliveries made after such time are subject to a price adjustment in the event of
variations in the costs of raw materials, energy, wages, freight, duties, etc.
relevant for the manufacture and delivery. Purchaser shall be notified of a price
adjustment; purchaser may object against the adjustment within 7 calendar days
after receipt of the notice. In the event of an objection, we may either elect
rescission of the agreement or delivery at the previous price. Notice on our
decision shall be given to the purchaser immediately. In the event of a rescission
of the agreement, purchaser shall have no further claims.
§ 3 Delivery
1. The possibility of delivery is reserved. Delivery dates or periods, which can
only be agreed in writing, are also subject to change.
2. All deliveries are EXW our warehouse, unless otherwise agreed, even if freight
3. Delivery dates are non-binding, unless otherwise agreed. Deliveries will be
effected in equal monthly installments; delivery of larger quantities require prior
agreement, even if delivery according to demand at a certain time was agreed.
4. If delivery is late, purchaser shall grant an appropriate grace period.
Purchaser may only rescind the agreement after such period, unless notified that
the goods are ready for dispatch.
5. Force majeure, operational breakdown, delay of deliveries from suppliers,
obstacles in obtaining transportation, acts of state, strikes, lock outs and other
events, which prevent, impede or constitute a substantial obstacle to the
delivery, entitle us to an appropriate extention of the delivery period including
any starting period required or to the rescission of the agreement. The same
shall apply for such events affecting our suppliers. The purchaser may demand a
statement from us as to whether we intent to declare the contract avoided or
deliver within a reasonable period.
§ 4 Payment
1. Unless otherwise agreed, our invoices are payable net within 30 calendar
days after the date of invoice; the value date in our account is authoritative.
Thereafter, purchaser is in default, so that we are entitled to charge statutory
interest (8 percentage points above the ECB’s base rate) and any additional
2. If the purchaser fails to make any payment (including interest) due to the
seller, seller is entitled to suspend any other delivery under any contract. In such
event or in case of circumstances which could reasonably and materially affect
the credit status of the purchaser, we may without prejudice to any other right or
remedy available and without prior notice invoice the purchaser for any
outstanding deliveries or in respect of any claims we may have against the
purchaser at such time. If, after such notice, the purchaser fails to make payment
or the circumstances reasonably affecting the credit status of purchaser
continue, we are, without prejudice to any other right or remedy available,
entitled to rescind the agreement or claim damages for non-performance. In
addition, goods delivered with retention of title can be reclaimed.
§ 5 Retention of title
Until all debts (including all current account debit balances) due to us from trade
payables or any other cause in law which are or which become due to us from
the purchaser on any account are paid, the following securities shall be provided
to us which we will release upon request as selected by us provided that their
total value constantly exceeds the existing debts by more than 20%.
Title to the goods shall be retained by the seller. Purchaser is licensed revocably
by the seller to sell the goods in normal trade. Purchaser shall keep the goods
free from any charge, lien or other encumbrance. The entire proceeds resulting
from any sale or other cause (including, but not limited to, claims resulting from
an order for collection, insurance, tort) are hereby assigned to the seller in
advance and shall be held in trust for the seller, without requiring any particular
agreement in the individual case. Unless revoked, we authorize the purchaser to
collect the debts resulting from the sale of the goods for the account of and any
in the name of purchaser. In order to ensure the assignment, such sale of goods
shall be invoiced separately from other goods. Sales of the goods by the
purchaser shall only be effected subject to a retention of title until purchaser has
received the purchase price from its customers in full. In the event of an
attachment of the goods by third parties, purchaser shall point out that the goods
belong to us and shall notify us immediately.
If the goods are processed, combined or mixed with other goods by purchaser,
we shall have joint ownership in the new item in the ratio of the invoiced value of
our goods to the invoiced value of the other goods used. If our title to the goods
is eliminated as a result of the combining or mixing, purchaser hereby assigns
and transfers to us, henceforth, the ownership it has over the new stock or goods
to the extent of the invoiced value of our goods and shall keep them as fiduciary
agent for us without charge. The joint ownership rights resulting therefrom are
deemed to be our goods, to which these conditions shall apply accordingly.
If it becomes apparent that our claim for the purchase price is endangered as a
result of a serious deficiency in purchaser’s ability to pay the purchase price, we
may revoke the license to sell the goods and/or to collect the purchase price
from sales to purchaser’s customers and we may demand direct payment to us.
In the event of a serious deficiency in purchaser’s ability to perform or a breach
of purchaser’s obligations we are, subject to Art. 71, 72 CISG, entitled to declare
the contract avoided and demand the immediate return of the goods. The
purchaser consents that our respective employees and agents may enter onto
the purchaser’s premises to recover the goods. The purchaser shall at all times
give all information and documentation necessary to assert claims from the
§ 6 Notice of Defects, Claims, Damages
1. Only the purchaser is entitled to make claims under the warranties and
representations. Complaints on the number, identity and condition of
boxes/packaging units supplied shall be made to the carrier immediately upon
delivery and shall be recorded in the delivery note and the bill of lading. Any
subsequent notice of such kind shall be barred. Notice of any lack of conformity
of the goods with regard to quality, number and identity shall be made in writing
with specifying the lack of conformity and the reference number of the delivery
immediately, at least within three business days and, in case of hidden defects,
immediately upon discovery; otherwise the goods are deemed to be accepted.
Our certificate of analysis shall not release the purchaser from the obligation to
examine the goods. Purchaser shall give seller the opportunity to examine the
lack of conformity, otherwise all claims are barred. Goods may only be returned
with seller’s prior consent. A notice of lack of conformity shall not discharge
purchaser from the liability to pay the purchase price.
2. If a notice of lack of conformity is justified and timely made, we will substitute
conforming goods, unless entitled to refuse pursuant to the applicable law. In the
event of a refusal, failure of curing or hardship of cure, we may either elect to
declare the agreement avoided or a reduction of purchase price.
In event we are liable for damages under the applicable law or these conditions,
other than as a result of intention or gross negligence, our liability is limited:
Liability shall only exist in case of a fundamental breach of agreement and
always limited to the typical loss foreseeable at the time of the conclusion of the
agreement. Such limitation shall not apply in the event of an injury to human life,
body or health. In the event that a loss is covered by an insurance of the
purchaser (other than an insurance of fixed sums) and recoverable under such
insurance, we shall only be liable for any costs resulting therefrom, in particular
increased insurance premiums, or interest until compensation is received from
insurance. In the event that damages (other than injuries to human health, body
or life) are caused by a slight degree of negligence, any liability is excluded. Our
liability pursuant to the product liability law, fraud, risk of procurement or an
explicit guarantee shall not be affected. In case of an explicit guaranty we shall
only be liable to the extent that such guaranty explicitly intended to indemnify the
purchaser against such damage. In the event of the application of the CISG, we
shall not be liable for damages, if we are exempt from liability under Art. 79 CISG
or if we can proof that an impediment in our sphere has neither been caused nor
failed to overcome by us or an employee of us by intent or negligence.
All claims shall become statute-barred after 12 months, unless in cases of a
liability for damages resulting from injury to human life, body or health, intent,
gross negligence or fraud.
§7 Patents and other Intellectual Property Rights
The purchaser of the goods shall examine whether the use of the goods
infringes any intellectual property rights of third parties. We give no guarantee
that any use of our products will not infringe any patent rights. In the case of any
export of the goods by the purchaser or its customers to territories other than
those agreed to in writing, we accept no liability if our goods infringe third party’s
intellectual property rights. The purchaser shall indemnify us for all damages
caused to us by exporting goods to countries or territories not explicitly
designated in the agreement.
1. Place of performance of all deliveries and services is Hamburg and for
payments Hamburg. Venue is Hamburg. These Conditions and all the legal
relationships shall be governed by the laws of the Federal Republic of Germany
including the CISG. Haager Terms are excluded.
2. If one or more provisions of these Conditions or any provision in the context of
other agreements shall be determined to be invalid, such invalidity shall not
affect the validity of all other provisions or agreements.