Terms & Conditions
General Terms and Conditions (2023)
1. Field of application
Chem2Market GmbH (Planckstraße 17, 22765 Hamburg, Germany) - hereinafter: C2M - trades in raw materials for use in foodstuffs, food supplements, cosmetics and animal feed. The following Terms and Conditions of Sale apply to business transactions with entrepreneurs within the meaning of the German Civil Code (hereinafter: "Purchaser"). As a matter of principle, C2M does not recognise any terms and conditions of the Purchaser that conflict with or deviate from these Terms and Conditions of Sale, unless C2M expressly agrees to their validity in writing. These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser in the version valid at the time of the order.
2. Conclusion of the contractual relationship
An order is deemed to be a binding offer by the client to conclude a contractual agreement. C2M may expressly or impliedly accept this offer within two weeks of receipt. Offers made by C2M before this time shall be deemed non-binding.
3. Bidding documents
C2M reserves all rights - in particular property rights and copyrights - to all documents provided to the client in connection with the placing of the order. These documents may not be made accessible to third parties without the consent of C2M.
4. Prices and payment
All prices are net prices plus the statutory value added tax. No additional packaging costs will be charged.
The use of a discount is only permissible if expressly agreed. Unless otherwise agreed, the purchase price shall be due immediately and shall be payable without any deduction upon invoicing. In the event of default in payment, interest on arrears shall be charged at a rate of 9% above the respective base rate per annum. We reserve the right to claim higher damages for default.
5. Set-off and rights of retention
The Purchaser is only entitled to offset counterclaims if a counterclaim has been legally established, is undisputed or has been recognised by C2M. The client is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
6. Delivery time and partial delivery
Slight overruns of a delivery date (less than one week) are permissible unless an unconditional fixed transaction has been agreed. Force majeure, official measures, strikes, lockouts and other events which lead to an obstruction, hindrance or aggravation of the delivery entitle C2M to a corresponding extension of the delivery period including a necessary start-up time or to withdraw from the contract. The same applies to corresponding events at sub-suppliers. In such a case (including force majeure), the customer may demand a declaration as to whether C2M will withdraw or deliver within a reasonable period; if C2M does not declare itself, the customer may withdraw itself.
Partial deliveries are permissible to an extent that is reasonable for the Purchaser if the partial delivery can be used by the Purchaser for the contractually intended purpose, the delivery of the remaining ordered goods is ensured and the Purchaser does not incur any significant additional expenditure or additional costs as a result.
7. Delay in acceptance of delivery or delayed delivery
If the customer is in default of acceptance or culpably violates other duties to cooperate, C2M is entitled to demand compensation for the resulting damage - including compensation for any additional expenses. The right to assert further claims remains reserved. If the aforementioned conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time at which the customer is in default of acceptance or debtor's delay.
8. Transfer of risk in case of shipment
If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch of the goods to the customer, but no later than upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
9. Retention of title
The delivered goods remain the property of C2M until the customer has settled all its payment obligations from the business relationship in full. The customer is obliged to notify C2M immediately and comprehensively in text form of seizures or other interventions by third parties so that C2M can assert rights arising from the retention of title.
In the event of breach of contract by the Purchaser, C2M shall be entitled to withdraw from the contract and to take back the goods. No right of retention may be asserted against this demand for return on the basis of claims other than those arising from the concluded contract.
The purchaser is entitled to resell the goods in the ordinary course of business. The retention of title also extends to the products resulting from processing, mixing or combining with our goods. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain, C2M shall acquire co-ownership of these in proportion to the invoice amounts of the processed goods.
10. Quality characteristics of the goods
As a matter of principle, only the product specifications (data sheets) of C2M apply as agreed quality features of the goods. In all other respects, the quality of the goods is based on customary commercial practice, unless otherwise agreed in individual cases and confirmed in writing by C2M. As a matter of principle, the customer does not receive any guarantees in the legal sense regarding the quality of the goods. C2M reserves the right to make changes to the goods that are customary in the industry, insofar as they do not unreasonably restrict the purchaser and insofar as they do not impair the usability of the goods.
11. Notice of defects
The orderer is obliged to inspect the goods immediately after receipt at his own expense - in particular with regard to weight - and to note any complaints in this respect on the delivery note or consignment note and/or the delivery note and to carry out at least a quality check by sampling. A notice of defects must be submitted at the latest by the end of the working day following the delivery date of the goods. In the event that a concealed defect is notified which initially remained undetected despite proper initial inspection, the following shall apply by way of derogation: The notice of defect must be given by the completion of the work.
The purchaser's warranty rights are subject to the condition that the purchaser has duly complied with his obligations to inspect the goods and give notice of defects in accordance with clause 11. Only the Purchaser shall be entitled to claims for defects and such claims shall not be assignable.
Claims for defects shall not exist in particular: in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear and in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials or due to particular external influences which are not assumed under the contract. If the purchaser or third parties carry out improper modifications or repair work, there shall also be no claims for defects for these and the resulting consequences.
If, despite all due care, the delivered goods have a defect which was already present at the time of the transfer of risk, C2M shall rectify the goods or deliver replacement goods, subject to timely notification of defects. C2M must always be given the opportunity to rectify the defect within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction. If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the purchase price.
Claims by the customer for expenses incurred for the purpose of subsequent performance - in particular transport, travel, labour and material costs - are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the contractually agreed place of delivery, unless the transfer is in accordance with their contractual use.
Claims for defects shall become time-barred at the latest 12 months after delivery of the goods by C2M to the customer. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected. This does not apply insofar as claims for damages due to defects are concerned. The following clause 13 applies to these claims.
Otherwise, liability for breach of contract is limited to intent and gross negligence. This limitation shall not apply in the event of injury to the life, body and health of the customer or claims for breach of cardinal obligations. Insofar as damage is concerned which is not based on injury to the life, body or health of the customer, C2M shall only be liable for the typically occurring damage. The above liability provision also applies to employees and legal representatives or representatives authorised to conduct legal transactions as well as to C2M's vicarious agents.
Legally relevant declarations and notifications to be made by the Purchaser to C2M or a third party must be made in writing, unless the above Terms and Conditions of Sale stipulate otherwise.
15 Applicable law / place of performance / place of jurisdiction / contractual language / partial invalidity
This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
The place of performance and payment is the registered office of C2M, unless otherwise stated in the order confirmation. The exclusive place of jurisdiction is the court responsible for the registered office of C2M.
The authoritative contractual language is German. If, in addition to a German-language version of these Terms and Conditions of Sale or of documents material to the contract, versions in other languages are also available, only the text of the German-language documents shall be binding. In the event of any discrepancies between the German language version and the version in another language, only the German version shall apply.
Should individual provisions of these Terms and Conditions of Sale prove to be invalid, this shall not affect the validity of the provisions as a whole.
Chem2Market GmbH is a pure B2B trader. The purchaser of the goods is solely responsible for assessing the marketability with regard to the specific intended use. The ordering party is therefore also considered to be the responsible distributor (e.g. in the case of use in a foodstuff, the responsible food business operator within the meaning of Article 3 No. 3 of Regulation (EC) No. 178/2002) and must not only initially check the marketability of the goods, but also continuously monitor it. The recipient is solely responsible for ensuring that all laws and regulations applicable due to the intended use are properly complied with.