§ 1 Offer and conclusion of contract

1. Our offers contained in brochures, advertisements, price lists, etc. are – insofar as not explicitly stated otherwise – without obligation and non-binding.
2. When the order is placed our General Business Terms shall be deemed as accepted by the buyer in addition to the special conditions of the business, even if these are deviated from with the processing of the business or if deviating provisions of the buyer were not explicitly objected to by us. Oral agreements require our written confirmation in order to be valid.
3. Our employees in the field sales force are only entitled to collect payments with a written power of attorney.
4. Amendments to our General Business Terms shall apply to each contract from the introduction of the amendments.

§ 2 Analysis data and samples

1. Samples, diagrams, drawings as well as details about measurements, weights, analysis data or other performance data are only binding if this is explicitly agreed in writing. All samples are non-binding type samples.

§ 3 Prices

1. Insofar as no price has been agreed for the goods the charges shall be made according to our prices which are generally valid for the delivered or purchased quantities on the day of shipment.
2. The prices are, in case not otherwise agreed, ex our shipment warehouse including normal packaging.
3. If the goods are to be delivered subject to customs duties and/or tax privileges the permit which corresponds with the intended use is to be submitted to us in time. If the permit is not granted or revoked again we shall charge the goods by taking into account the customs duties or tax rates which are applicable on the day of the delivery.

§ 4 Time of delivery and service

1. The dates and deadlines stated by us are non-binding insofar as not explicitly otherwise agreed in writing; however we shall make an effort to observe the stated dates.
2. a) The cancellation of the contract owing to delayed delivery is excluded if the seller is not responsible for the reason.
   
   b) The seller is not responsible for example for delays in delivery and service owing to force majeure as well as owing to events, which render the delivery substantially more difficult and impossible for us – these in particular include subsequently occurred difficulties in procuring materials, omitted self-delivery, interferences to operation, strike, lock-out, insufficient personnel, defects or failure of transport means, official orders, etc., also if they occur at our suppliers or their sub-suppliers.
   
   c) Such delays entitle us to postpone the deliveries or services by up to three weeks or to cancel the contract in full or in part owing to the not yet satisfied part.
   
   d) If such an impediment occurs the customer is nevertheless entitled after setting a final deadline of three weeks to cancel the contract with regard to the not yet satisfied part; the declaration must be submitted in a text form.
3. Insofar as we are responsible for the non-observance of binding promised deadlines and dates or we are in default the customer shall be entitled to a default compensation in the amount of 1 % for each complete week of the default, altogether however a maximum up to 15 % of the invoice value of the deliveries which are affected by the default. Claims in addition to this are excluded unless the default is due to at least gross negligence which can be attributed to us.
4. We are entitled to make partial deliveries and partial services at all times insofar as this is agreed or is deemed reasonable for the customer.
5. We shall only owe deliveries from the production of our sub-suppliers; at our choice we can however also deliver goods which we have purchased from another party.
6. If the production of our sub-suppliers is not sufficient to supply our customers we are entitled, by taking into account the respective conditions, to allocate and notwithstanding this to restrict or suspend the deliveries proportionately.
7. The determination of the quantities which are decisive for the calculation of charges shall be carried out for all goods in the dispatching warehouse, with delivery in the road tank lorry with measurement equipment using this equipment. It is binding for the customer and shall be used as a basis for the calculation.
8. A settlement temperature of 15 °C shall always be used as a basis with the sale of agent distillates – with the exception of the sale of agent distillates to petrol stations and other filling locations in order to dispense small quantities to end consumers. Temperature-compensation measurement equipment will be used for this purpose.

§ 5 Passing of risk

1. The risk shall pass to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left our dispatching warehouse for the purpose of shipment. In case the shipment becomes impossible without this being our fault the risk shall pass to the customer with the notification that the goods are ready for shipment.

§ 6 Warranty

1. We guarantee that our products are free of defects when they are delivered. Claims owing to defects shall become statute-barred one year after delivery of the goods; claims owing to the breach of other legally protected interests remain unaffected thereby.
2. If operating or other instructions are not followed by the buyer, changes made to the products or these otherwise improperly treated, then warranty claims shall cease to apply.
3. The customer must report defects to us in writing or by telex immediately, by no later however than within one week after receipt of the object of delivery, with heating oil within 24 hours. If it concerns defects which cannot be discovered within these deadlines even with a careful inspection these are to be reported to us in writing immediately after they are discovered. The faulty goods are to be made available for our inspection in the condition, in which they were at the time when the defect was discovered. The customer also undertakes to make samples of the goods, for which a complaint was made, available to us immediately upon request. These shall only be deemed as proof of the actual properties of the goods, for which a complaint was made, if we were given the opportunity to convince ourselves of an impeccable withdrawal of a sample. The sample must be at last 1 kg. The costs for the subsequent examination owing to an unjustified complaint shall be borne by the customer.
4. In the event that the products are faulty the customer’s rights are limited to subsequent performance, which shall be carried out by replacement delivery or free remedy of defects at the choice of the seller. In the event that the subsequent performance fails the customer can reduce the purchase price or cancel the contract.
   Damages instead of the performance are excluded, the liability for damages incidentally remains unaffected thereby.
5. Only the direct customer shall be entitled to warranty claims against us and these are not transferable.
6. Generally used descriptions of our goods are no promises of condition or guarantee.

§ 7 Reservation of title

1. The goods shall remain the property of the seller until the full payment of all claims, including secondary claims, claims for damages and encashments of cheques and bills of exchange.
2. The reservation of title shall also continue to exist if individual claims of the seller are included in a current account and the balance is drawn and recognised.
3. In case of processing, mixing or combination of the goods with goods which do not belong to the seller the seller shall acquire co-ownership to the new object in the ratio of the value of its reserved goods to the total value.
4. The buyer is only entitled to resale, to further processing or to install the reserved goods by taking into account the following provisions and only under the condition that the claims according to Subclause 6. also actually pass to the seller.
5. The authorizations of the buyer to sell, process or install reserved goods in proper business transactions shall end with the revocation by the seller as a result of a sustainable deterioration in the asset position of the buyer, by no later however than with the suspension of its payments or if bankruptcy or composition proceedings are applied for or opened over its assets.
6. a) The buyer hereby assigns the claim with all secondary rights from the resale of the reserved goods to the seller.
   
   b) If the goods were processed, mixed or combined and if the seller has obtained co- ownership thereto in the amount of its invoice value it shall be entitled to the purchase price claim pro rata to the value of its rights to the goods.
7. If the value of the collateral existing for the seller exceeds its claims in total by more than 20 % then the seller is obliged, at the request of the buyer or a third party which is impaired through the over-security of the seller, to insofar release collateral items at the choice of the seller.
8. The pledging or assignment as collateral of the reserved goods or the assigned claims is not permitted. The seller is to be informed of attachments immediately by stating the lien holder.
9. If the seller takes the object of delivery back owing to the reservation of title then it shall only be deemed a cancellation of the contract if the seller explicitly declares this. The seller can satisfy its claims from the reserved goods which were taken back by a sale on the free market.
10. The buyer shall keep the reserved goods in safekeeping for the seller free of charge. It must insure them to the customary extent against the customary risks such as e.g. fire, theft and water. The buyer hereby assigns its claims for compensation, to which it is entitled against insurance companies or other parties obliged to pay compensation from damages of the afore-mentioned kind, to the seller in the amount of the invoice value of the goods. The seller accepts the assignment.
11. All claims as well as the rights from the reservation of title to all special forms stipulated in these terms and conditions shall continue to exist until the full indemnification from contingency liabilities, which the seller has entered into in the interest of the buyer.

§ 8 Payment

1. Insofar as not otherwise agreed our invoices are due and payable net cash with the receipt of the invoice. We are entitled, despite contrary provisions of the customer to initially offset payments against its older debts. If costs and interest have already been incurred then we are entitled to initially offset the payment against the costs, then against the interest and finally against the main payment.
2. A payment shall only be deemed as made when we can dispose over the amount. In the event of cheques the payment shall only be deemed as made when the cheque has been encashed.
3. We explicitly reserve the right to reject cheques or bills of exchange. These shall always only be accepted in payment. The discount and bill of exchange charges, which are for the account of the customer, are due and payable immediately.
4. If the customer is in default then we are entitled to charge interest in the amount of the interest rate charged by the commercial banks for outstanding overdrafts – at least however in the amount of 8 percentage points above the base lending rate of the ECB – plus value added tax. The interest is due and payable immediately.
5. If the customer does not satisfy its payment obligations, in particular does not cash a cheque or suspends its payments, or if we become aware of other circumstances which raise questions about the creditworthiness of the customer then we are entitled to deem the total residual debt due and payable, even if we have accepted cheques or bills of exchange. In this case we are also entitled to request advance payments of the provision of collateral.
6. The customer is only entitled to offset if the counter-claims have been determined final and binding or are undisputed.

§ 9 Bundle on loan

1. The bundles handed over to the customer by us over the course of the business relationship shall remain our property. We are entitled to take these back again three weeks after a written announcement. The filling of these bundles with goods of other suppliers is not permitted.
2. We do not assume any liability for our bundles on loan. We are in particular not obliged to have these repaired in case of damages or to check these for their safety.

§ 10 Claims for damages

1. Claims for damages owing to damages of the seller, its representatives, vicarious agents or other employees caused by slight negligence are excluded. Incidentally, claims for damages shall become statute-barred by no later than two years after the claim is established.
   
   These restrictions shall not apply to the injury to life, the body or the health, of essential contractual duties as well as to claims from the Product Liability Act.

§ 11 Applicable law, place of performance, place of jurisdiction, partial nullity

1. The law of the Federal Republic of Germany shall apply to these business and delivery terms and to the whole legal relations between us and the customer.
2. The place of performance is Vilshofen.
3. Insofar as the customer is a full business merchant, legal entity under public law or special assets under public law Vilshofen is agreed as the exclusive place of jurisdiction for all disputes directly or indirectly ensuing from the contractual relationship.
4. Should one provision in these business and delivery terms or a provision within the framework of other agreements be or become invalid then the validity of all other provisions or agreements shall not be affected hereby.