General Terms and Conditions (GTC) of Buddeberg GmbH

Buddeberg GmbH, Mannheim
Commercial Register: HRB 3230 | Local Court of Mannheim

General Provisions / Scope of Application

1. These General Terms and Conditions (GTC) apply to all contracts for the delivery of goods and the provision of services by Buddeberg GmbH, Mannheim, to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, special funds under public law, authorities, schools and other educational and research institutions, insofar as they are not acting as consumers.
2. These GTC shall also apply to all future business relationships with the buyer, even if they are not expressly agreed again.
3. Any deviating, conflicting or supplementary terms and conditions of the buyer shall only become part of the contract if we have expressly agreed to their application in text form. This shall also apply if we carry out deliveries or services without reservation while being aware of such terms and conditions.
4. Our offer is directed exclusively at the customers named in paragraph 1. We do not supply consumers.



Offers and Conclusion of Contract

1. Our offers are subject to change and non-binding, unless expressly designated as binding.
2. The buyer’s order shall be deemed a binding offer to conclude a contract. The contract shall only be concluded upon our order confirmation in text form or by delivery of the goods or provision of the service.
3. We supply chemicals exclusively within Germany, unless expressly agreed otherwise in an individual case and legally permissible.
4. Special requests or deviating requirements, in particular with regard to product properties, configuration, shipping, packaging, labelling, documentation or specifications, must be stated separately with each order and confirmed by us.
5. We reserve all ownership rights, copyrights and other intellectual property rights in illustrations, drawings, calculations, technical documents, data sheets, offers and other documents. Disclosure to third parties requires our prior consent in text form.



Prices / Shipping Costs / Terms of Payment

1. The prices stated in our order confirmation shall apply. Our prices are ex works or ex warehouse, plus statutory VAT applicable at the time, as well as packaging, shipping, freight, insurance and other ancillary costs, unless expressly agreed otherwise.
2. The invoice amount shall be due for payment without deduction within 14 days of receipt of the invoice, unless a different payment term has been agreed. Payments shall only be deemed made once they have been credited to our account without reservation.
3. We are entitled to send invoices in paper form or, where legally permissible, in electronic form, in particular as an electronic invoice.
4. In the event of default in payment, the statutory provisions shall apply. In business transactions with entrepreneurs, we charge default interest at a rate of 9 percentage points above the applicable base interest rate. We reserve the right to claim further damages caused by default.
5. In the case of first orders and in cases where there are justified doubts regarding the buyer’s creditworthiness, we are entitled to obtain credit information from recognised credit agencies and to request advance payment, security or other suitable payment safeguards.
6. If, after conclusion of the contract, circumstances become known to us that are likely to significantly reduce the buyer’s creditworthiness, or if the buyer defaults on due claims, we are entitled to perform outstanding deliveries or services only against advance payment or provision of security.
7. Set-off is only permitted against counterclaims that are undisputed, legally established or acknowledged by us. The buyer may only exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
8. Details regarding small-order surcharges, standard shipping costs and other ancillary costs are governed by Section 4.



Small-Order Surcharge / Shipping and Ancillary Costs

1. For a net goods value of less than EUR 150.00, we charge a small-order surcharge of EUR 29.95 as well as standard shipping costs of EUR 6.95.
2. From a net goods value of EUR 150.00, the small-order surcharge and standard shipping costs shall no longer apply.
3. Separately charged shipping, freight, packaging and ancillary costs for individual items or shipping methods shall remain unaffected. This applies in particular to dangerous goods, refrigerated goods, bulky, particularly heavy or sensitive goods, as well as pallet, express, freight forwarding and special deliveries.
4. The net goods value of the respective order before deduction of discounts, bonuses, credit notes or other reductions shall be decisive, unless otherwise agreed.



Export Control / Sanctions / End Use / No-Russia and No-Belarus Clause

1. The fulfilment of our delivery and service obligations is subject to the condition that no national or international provisions of foreign trade law, embargoes, sanctions or other export control restrictions prevent such fulfilment.
2. Deliveries to persons, organisations, institutions, countries or territories subject to restrictions under applicable sanctions, embargo or export control law shall not be made insofar as this is legally prohibited or the required authorisations are not available.
3. The buyer undertakes to effectively impose these obligations on its customers, insofar as legally required or necessary to prevent the circumvention of sanctions, and to take appropriate measures to prevent prohibited direct or indirect resale, export or re-export.
4. Insofar as the delivered goods fall within the scope of Article 12g of Regulation (EU) No. 833/2014 or Article 8g of Regulation (EC) No. 765/2006 upon sale, delivery, transfer or export to third countries, the buyer is prohibited from directly or indirectly selling, exporting, re-exporting or otherwise making them available to Russia or Belarus or for use in Russia or Belarus.
5. The buyer shall not use or make available the delivered goods for prohibited or authorisation-requiring military, armaments-related, nuclear or other critical end uses unless the required authorisations are available.
6. Upon request, the buyer shall immediately provide us with all information and documents required for export control and sanctions law checks, in particular regarding the end recipient, final destination, end use, transport route and destination country, and shall immediately notify us of any changes.
7. If the buyer becomes aware of an actual or threatened breach of the above obligations, it shall immediately inform us thereof in text form.
8. If there are indications of a breach of the above obligations, or if required information or required evidence is not provided within a reasonable period, we are entitled to suspend or refuse the processing of orders, deliveries and other services, and to withdraw from affected contracts in whole or in part or terminate them for good cause. Further statutory rights shall remain unaffected.



Cancellation / Returns / Returned Goods

1. Cancellation before dispatch entitles us to invoice the costs incurred and demonstrable up to that point.
2. In the case of goods procured specifically for the customer, custom-made goods, imported goods, calibrated goods, validated goods, sterile goods, sealed goods, refrigerated goods, temperature-sensitive goods or goods classified as dangerous goods, as well as chemicals, cancellation or return of defect-free goods is generally excluded unless expressly agreed otherwise in an individual case.
3. Returns of defect-free goods require our prior consent in text form and must be sent freight prepaid to the receiving address specified by us.
4. Dangerous goods may only be returned after prior coordination with us and in compliance with all relevant transport and dangerous goods regulations.
5. For returns of properly delivered, defect-free goods, we charge a flat fee of 20% of the goods value, but at least EUR 15.00, in each case plus any ancillary costs and statutory VAT. The buyer reserves the right to prove that no damage or lower damage has occurred.



Delivery / Services / Transfer of Risk / Default of Acceptance / Force Majeure / Packaging

1. Delivery dates and delivery periods are only binding if they have been expressly confirmed by us as binding in text form.
2. In the case of drop shipments or direct dispatch by upstream suppliers, a delivery date or delivery period shall be deemed met if the goods leave the delivery plant or shipping location in such good time that they can arrive at the buyer’s premises on schedule under normal transport conditions.
3. Correct and timely self-supply remains reserved, provided that we have concluded a congruent covering transaction, we are not responsible for the failure of delivery, and we inform the buyer immediately of the unavailability. In this case, we are entitled to withdraw from the contract in whole or in part.
4. Cases of force majeure and other events that were not foreseeable at the time of conclusion of the contract and for which we are not responsible, in particular operational disruptions, strikes, lockouts, shortages of raw materials or energy, transport delays, official measures, embargoes or other disruptions in the supply chain, shall extend delivery periods and postpone delivery dates by the duration of the disruption plus a reasonable start-up period. If the disruption lasts longer than is reasonable, we are entitled to withdraw from the contract in whole or in part.
5. Partial deliveries and partial services are permitted insofar as they are reasonable for the buyer.
6. The risk shall pass to the buyer upon handover of the goods to the transport service provider, forwarding agent, carrier or other third party designated to carry out the shipment, unless otherwise agreed.
7. If dispatch or provision of the service is delayed at the buyer’s request or for reasons for which the buyer is responsible, the risk shall pass to the buyer upon notification that the goods are ready for dispatch or the service is ready to be performed. We are entitled to charge the resulting storage, demurrage, processing and other additional costs.
8. If the buyer is in default of acceptance or culpably breaches duties to cooperate, we are entitled to demand compensation for the resulting damage, including any additional expenses. Further statutory rights shall remain unaffected.
9. Insofar as we provide assembly, service, instruction, installation, calibration or other services, the buyer shall perform the necessary acts of cooperation in good time and at its own expense. Delays due to lack of cooperation shall reasonably extend agreed service periods; any additional expenses incurred as a result shall be reimbursed to us.
10. Unloading, storage and proper storage of the goods are the responsibility of the buyer. Insofar as the goods are dangerous goods, refrigerated goods, temperature-sensitive, reactive or otherwise require special handling, the buyer must comply with all relevant statutory, technical and safety-related requirements.
11. If the goods are collected by the buyer or its representatives, they shall be responsible for proper loading, load securing and compliance with all transport and dangerous goods regulations. Insofar as we or third parties engaged by us provide support in this respect, this shall only be subject to statutory liability.
12. Delivery shall generally be made in manufacturer packaging or in packaging selected by us at our reasonable discretion. Special packaging requests shall be charged separately.
13. Insofar as deliveries are made in returnable containers, these must be returned to us immediately after the end of use, emptied, cleaned and in proper condition, following prior coordination. The buyer shall be liable for loss, damage, mix-ups or improper use of returnable containers; further contractual agreements regarding returnable containers shall remain unaffected.
14. Packaging shall only be taken back after prior coordination and within the framework of the statutory provisions.



Warranty / Notice of Defects / Liability

1. For merchants, the obligation to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) shall apply.
2. Insofar as Section 377 HGB is not applicable, the buyer shall notify us in text form immediately after receipt of the goods of any obvious transport damage, quantity discrepancies, incorrect deliveries or other recognisable defects, and immediately after discovery of any hidden defects, in order to enable proper inspection and mitigation of damage.
3. In the case of justified defects, we shall provide subsequent performance at our discretion by rectification or replacement delivery. Justified complaints shall be coordinated with the buyer; we shall endeavour to find a prompt and appropriate solution. If subsequent performance fails or is unreasonable for the buyer, the buyer may reduce the purchase price or withdraw from the contract in accordance with the statutory provisions.
4. Warranty claims shall become time-barred 12 months after the transfer of risk, unless longer periods are mandatorily prescribed by law, in particular in cases of intent, fraudulent concealment, assumption of a guarantee, claims under the Product Liability Act or damages arising from injury to life, limb or health.
5. Our liability for damages, irrespective of the legal basis, is excluded unless otherwise provided below.
6. We shall be liable without limitation in cases of intent and gross negligence, for damages arising from injury to life, limb or health, under the Product Liability Act, in the event of fraudulent concealment of a defect and within the scope of any guarantee assumed by us.
7. In the event of simple negligence, we shall only be liable for breach of material contractual obligations. In this case, our liability shall be limited to the foreseeable damage typical for the contract.
8. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our legal representatives, staff, employees, vicarious agents and other authorised persons.
9. Manufacturer information, product descriptions, data sheets or application notes do not release the buyer from the obligation to independently check the suitability of the goods for the intended purpose.
10. We do not warrant that the use, resale or further processing of the delivered goods within the buyer’s area of responsibility does not infringe third-party intellectual property rights in Germany or abroad, unless the infringement is based on a quality of the goods expressly owed by us or was caused by us intentionally or through gross negligence. This applies in particular to the use of the goods in combination with other products or in specific processes of the buyer.



Retention of Title

1. The delivered goods shall remain our property until full payment of all present and future claims arising from the ongoing business relationship.
2. The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us, by way of security, the claims arising from resale in the amount of the invoice value of the goods subject to retention of title. We accept this assignment.
3. The buyer remains entitled, until revoked, to collect the claims assigned to us in its own name. Our right to collect the claims ourselves remains unaffected. However, we shall not exercise this right as long as the buyer duly meets its payment obligations, is not in default of payment and no application for the opening of insolvency proceedings has been filed.
4. The buyer may neither pledge the goods subject to retention of title nor transfer them as security. Any access by third parties to the goods subject to retention of title or to the assigned claims must be reported to us immediately.
5. In the event of processing, combining, mixing or transformation of the goods subject to retention of title with other items, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the other processed items at the time of processing.
6. In the event of conduct by the buyer in breach of contract, in particular default in payment, we are entitled to withdraw from the contract in accordance with the statutory provisions and demand surrender of the goods subject to retention of title.
7. If the value of the securities to which we are entitled exceeds the secured claims by more than 10%, we shall release securities of our choice at the buyer’s request.



Place of Performance / Place of Jurisdiction / Choice of Law

1. The place of performance for all deliveries, services and payments shall be Mannheim, insofar as legally permissible.
2. If the buyer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Mannheim. However, we are also entitled to sue the buyer at its general place of jurisdiction.
3. The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).



Product-Specific Statutory Obligations

1. Insofar as the delivered goods comprise or contain electrical or electronic equipment within the meaning of the German Electrical and Electronic Equipment Act (ElektroG), or batteries or accumulators within the meaning of the respectively applicable battery-law provisions, the applicable statutory labelling, take-back, disposal and other obligations must be observed.
2. In the case of commercially used electrical or electronic equipment, the buyer shall, after the end of use, assume responsibility for proper treatment, return and disposal in accordance with the statutory provisions, insofar as we are not subject to mandatory statutory obligations in this respect or unless otherwise agreed in an individual case.
3. The buyer shall, insofar as legally required, impose corresponding obligations on commercial third parties to whom it passes on such goods and inform them of existing statutory obligations.
4. Product-specific statutory notices, take-back conditions, disposal information or separate manufacturer or supplier information shall remain unaffected.



Data Protection

1. Personal data shall be processed exclusively within the framework of the applicable statutory provisions, in particular the General Data Protection Regulation and the German Federal Data Protection Act.
2. Insofar as this is necessary and legally permissible for the performance of the contract, delivery, payment processing, credit checks or the fulfilment of statutory obligations, the data required for this purpose may be passed on to involved service providers, logistics companies, payment service providers, insurers, credit agencies, partner companies and other vicarious agents.
3. Further information can be found in our Privacy Policy.



Final Provisions

1. Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected.
2. Amendments and additions to these GTC as well as other legally relevant declarations and notices by the buyer must be made in text form in order to be effective, unless a stricter form is prescribed by law.

May 2026