Terms of Sale

1. Offers, Orders

1. The Seller’s offers shall not be binding with respect to price, quantity, delivery time and availability.
2. The Buyer’s orders shall become binding on the Seller upon receipt by the Buyer of the Seller’s written order acknowledgment (or invoice or delivery note).
3. Where payment has been agreed in a currency other than euros (EUR), the Seller reserves the right to adjust the amount so that the sum invoiced is equivalent to the euro value at the time the contract was concluded.
4. The weight of the goods on which the invoiced amount is to be calculated shall be ascertained in the dispatch department of the Seller’s branch from which the goods are supplied. Deviation in quantity of delivered products ± 10% is considered in accordance with the contract.

2. Prices and Payment

1. Prices are always indicated excluding VAT.
2. For initial orders, the Seller requests advance cash payment.
3. Where the Seller has reason to doubt the Buyer’s solvency or creditworthiness, and the Buyer is not prepared to provide advance cash payment or security, the Seller may cancel the unperformed portion of the contract.
4. Payment is deemed completed only when the amount has been cleared into the Seller’s account.
5. The Seller reserves the right to apply payments to the invoices outstanding longest, plus interest and costs, in the following order: costs, interest, principal claim.
6. The Buyer may not withhold payments. Counterclaims may only be offset if uncontested or legally established.

3. Delivery

1. The Seller shall make every effort to effect delivery as early as possible. There are no fixed periods for delivery.
2. If a fixed period for delivery is agreed, and the Seller defaults, the Buyer shall grant a reasonable respite, normally four weeks.
3. Delivery is subject to punctual delivery by the Seller’s suppliers.
4. The day of delivery is the day goods leave the Seller’s warehouse or are placed at the Buyer’s disposal.

4. Force Majeure, Impediments to Performance

Force Majeure of any kind, including unforeseeable production, traffic or shipping disturbances, fire, floods, shortages of labour, utilities or raw materials, strikes, lockouts, acts of government, or other hindrances beyond the control of the obligated party, shall relieve the party from obligation as long as the hindrance prevails. If supply or acceptance is delayed by more than eight weeks, either party may cancel the contract. If suppliers fail to supply, the Seller may distribute available quantities among customers while considering its own requirements.

5. Shipment

1. The Seller reserves the right to choose the route and mode of transport. Additional costs from Buyer requests are borne by the Buyer. Prepaid freight or freight increases after contract conclusion are borne by the Buyer.
2. Risk of destruction, loss, or damage passes to the Buyer upon dispatch or when the goods are placed at the Buyer’s disposal.
3. Products are packed according to transport requirements and regulations.

6. Retention of Title

1. Title to the goods remains with the Seller until all liabilities are fulfilled, including accessory claims and honoring checks and bills.
2. If the Buyer defaults, the Seller may demand the return of goods without cancellation of the contract.
3. Acceptance of returned goods does not constitute contract cancellation unless expressly declared in writing.
4. If goods are processed, the Buyer acts on behalf of the Seller, and co-ownership applies proportionally to invoice value.
5. As long as Buyer meets liabilities, they may freely use the goods. Restrictions apply if claims are assigned to third parties.
6. Buyer assigns in advance any claims from resale or processing as security for Seller claims.
7. If Seller believes claims are at risk, the Buyer must inform customers of the assignment and provide necessary documents.
8. If security value exceeds claims by 10%, Seller may release security at Buyer’s request.

7. Damages, Defects

1. Seller is liable only for indirect or unforeseeable damages due to gross fault of Seller or management.
2. Obvious shipment damage must be claimed immediately to the forwarder.
3. Notification of defects must be in writing within three days with evidence.
4. Hidden defects must be notified immediately, no later than two months after receipt.
5. Returned goods require Seller consent.
6. Approved claims entitle replacement; Buyer may reduce price or cancel contract for defective replacement.
7. Properties of goods include only the descriptions, specifications, and labeling provided by the Seller.
8. Technical advice is given in good faith but does not release Buyer from testing or suitability obligations.

8. Data Privacy

The Seller does not disclose any information to third parties.

9. Applicable Law, Interpretation of Trade Terms

1. German law applies. The Uniform Law on International Sale of Goods (1973) and UN Convention on Sale of Goods (1980) are excluded.
2. Customary trade terms are interpreted according to Incoterms at the time.
3. For sales/delivery outside Celera Chemie offices, customs, import duties, taxes, and costs are borne by the Buyer.

10. Place of Performance and Jurisdiction, Invalidity of Individual Clauses

1. Place of delivery performance is the Seller’s dispatch department. Place of payment performance is the office of Celera Chemie concerned.
2. Place of jurisdiction for both parties is Bucharest, Romania. Seller may sue Buyer at Buyer’s general place of jurisdiction.
3. If any clause is invalid, the remaining clauses remain valid. Parties shall replace invalid arrangements with effective ones conforming to economic purpose.