Terms and Conditions of Delivery and Payment

These terms of delivery apply in addition to the General Terms of Delivery and Payment of the paint industry.

I. Terms of Delivery

The graduated prices in the price list apply to combined purchases of products ex works, plus statutory VAT.

For orders of 500 kg or €500.00 and above, we deliver free kerbside.

Sales are made exclusively in complete shipping units (SU).

Any visible damage must be confirmed by the carrier’s driver on the consignment note.

II. Terms of Payment

Our invoices are payable within 14 days of the invoice date with a 2 per cent discount, or within 30 days without deduction.

III. Dealer’s Obligations

With the decotric brand, we offer high-quality products. This should be reflected in the infrastructure and advice provided by the retailer. As a partner retailer, you therefore undertake to fulfil the following criteria for quality assurance:

You must have a permanent retail outlet with a minimum floor area of 20 m², in which you permanently display our decotric products and offer them for sale.

Customer service at the point of sale must be provided by qualified specialist staff.

We reserve the right to adapt the requirements set out in Section III to market needs and to further develop them in order to strengthen the decotric brand.

We are entitled to verify the above criteria through visits to our partner retailers and customer surveys.

General Terms and Conditions of Delivery and Payment for the Paint Industry

in accordance with the recommendation approved by the Federal Cartel Office on 11 July 2003

I. Scope

1. Our terms and conditions of delivery and payment set out below apply exclusively to businesses. They do not apply to consumers.

2. Our terms and conditions of delivery and payment apply exclusively. We do not recognise any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of delivery and payment, unless we have expressly agreed to their validity in writing. Our quotations are subject to change without notice, unless expressly agreed otherwise.

3. Any collateral agreements, amendments or deviations from these terms and conditions must be agreed in writing.

II. Prices

1. The agreed prices are ex works and are subject to the statutory value-added tax applicable on the date of delivery.

2. The weights, quantities and volumes determined by us shall be decisive for invoicing, unless the buyer lodges an objection immediately, or at the latest within 14 days of receipt.

3. Should we generally reduce or increase our prices during the term of the contract, the amended prices shall apply to the quantities still to be taken delivery of. In the event of a price increase, the buyer is entitled to withdraw from the contract immediately, but no later than within four weeks of receiving notification of the price increase, by means of a written declaration. Such withdrawal shall have no effect on deliveries made prior to the price increase.

III. Technical Advice on Application

1. Where we provide advisory services, we do so to the best of our knowledge. Any information or advice regarding the suitability and application of the goods supplied does not relieve the buyer of the obligation to carry out their own tests and trials. This applies in particular where thinners, hardeners, topcoats or other components are added which were not supplied by us.

IV. Delivery

1. The buyer must collect the goods on the agreed delivery date or, if no delivery date has been specifically agreed, immediately upon notification that the goods are ready for collection at the place of performance in accordance with paragraph IX.1. If the buyer defaults on taking delivery of the goods, we shall be entitled, at our discretion, either to dispatch them at the buyer’s expense or – unless otherwise possible, and if necessary outdoors – to store them. In this case, we shall not be liable for the accidental destruction, loss or damage to the goods. In the event that the goods are stored, we are entitled to invoice the buyer for the goods after one week has elapsed.

2. Unless otherwise agreed in deviation from paragraph 1, such that we are obliged to dispatch the goods, transport shall be at the buyer’s expense and, in the absence of specific instructions, the choice of means of transport and route shall be at our discretion. Risk shall pass at the time the goods are handed over by us to the carrier.

3. Partial deliveries that are reasonable for the buyer are permitted.

4. Significant, unforeseeable operational disruptions for which we are not responsible, delays in delivery times or failed deliveries by our suppliers, as well as operational interruptions due to shortages of raw materials, energy or labour, strikes, lockouts, difficulties in procuring means of transport, traffic disruptions, official orders and events of force majeure affecting us or our subcontractors shall extend the delivery period by the duration of the impediment to performance, insofar as they are relevant to our ability to deliver the goods. We shall notify the buyer immediately of the start and end of such impediments. If delivery is thereby delayed by more than one month, both the buyer and we shall be entitled, to the exclusion of any claims for damages, to withdraw from the contract in respect of the quantity affected by the delivery disruption. The buyer’s statutory right to withdraw from the contract in the event of a delivery disruption due to circumstances for which we are responsible remains unaffected.

5. If the delivery is made in returnable containers, these must be completely emptied and returned carriage paid within 90 days of receipt of the delivery. The loss of or damage to returnable packaging shall be borne by the buyer, provided that the buyer is responsible therefor. Reusable packaging must not be used for other purposes or to contain other products. It is intended exclusively for the transport of the goods supplied. Labels must not be removed.

6. We do not take back single-use packaging; instead, we will provide the purchaser with the details of a third party who will recycle the packaging in accordance with the Packaging Ordinance.

V. Payment

1. The invoice amount is payable without deduction within 30 days of the invoice date. Payment shall only be deemed to have been made on time if, on the due date, we have access to the amount, with value date, in the account specified by us.

2. In the event of late payment, interest at a rate of 8 per cent above the relevant base rate shall be payable. Both we and the buyer reserve the right to prove that the loss resulting from the delay is higher or lower.

3. The handover of bills of exchange shall not be deemed to constitute cash payment and shall only be permitted with our prior consent to settle the claim. Discount and bill of exchange charges shall be borne by the buyer.

4. A right of retention and set-off based on claims by the buyer which we dispute are excluded.

5. Non-payment of due invoices or other circumstances suggesting a material deterioration in the buyer’s financial circumstances following the conclusion of the contract shall entitle us to declare all our claims arising from the same legal relationship immediately due and payable.

VI. Retention of Title

1. We retain title to the goods delivered until the purchase price has been paid in full. The goods delivered shall remain our property until all claims arising from the ongoing business relationship with the buyer have been settled. The retention of title shall remain in force even if individual claims on our part have been included in a running account and the balance has been struck and acknowledged. Claims for the purchase price shall not be deemed to have lapsed, notwithstanding payment, for as long as any liability under a bill of exchange assumed by us in this connection – such as in the context of a cheque-and-bill of exchange procedure – continues to exist.

2. The buyer shall carry out any processing or mixing on our behalf without this giving rise to any liability on our part. In the event of processing or mixing with other goods not belonging to us, the buyer hereby transfers to us, by way of security for our claims, co-ownership of the new item in the proportion of the value of the goods subject to retention of title to the other processed goods, on the condition that the buyer holds the new item in safekeeping on our behalf.

3. The buyer is entitled to dispose of the goods in the ordinary course of business, provided that he fulfils his obligations arising from the business relationship with us in a timely manner.

4. The buyer hereby assigns to us, by way of security, claims arising from the sale of goods to which we hold title, to the extent of our share of ownership in the goods sold.

If the buyer combines or mixes the delivered goods, for consideration, with a principal item belonging to a third party, they hereby assign to us, by way of security, their claims for remuneration against the third party up to the amount of the invoice value of the delivered goods.

We accept these assignments.

5. At our request, the buyer shall provide us with all necessary information regarding the stock of goods owned by us and the claims assigned to us, and shall notify its customers of the assignment.

6. The buyer is obliged to store the goods subject to retention of title with due care and to insure them against loss and damage at their own expense. They hereby assign to us in advance their claims arising from the insurance contracts. We accept this assignment.

7. If the value of the security exceeds our claims by more than 20 per cent, we shall, at the purchaser’s request, release security to that extent at our discretion.

8. The buyer’s right to dispose of the goods subject to our retention of title and to collect the claims assigned to us shall lapse as soon as the buyer suspends payments and/or becomes insolvent. Should these circumstances arise, we shall be entitled, to the exclusion of any right of retention and without setting a grace period or exercising the right of withdrawal, to demand the immediate provisional surrender of all goods subject to our retention of title.

9. Insofar as the retention of title is not valid under the law of the country in which the delivered goods are located, the buyer shall, at our request, provide equivalent security. If the buyer fails to comply with this request, we may demand immediate settlement of all outstanding invoices, regardless of any agreed payment terms.

VII. Claims for defects

1. The buyer must inspect the goods for defects immediately upon receipt.

2. Obvious defects must be reported in writing immediately, but no later than 14 days after receipt. Hidden defects must be reported no later than 14 days after their discovery. The notification must be made in writing and must specify the nature and extent of the defect in detail.

3. In the event of properly raised and substantiated complaints regarding defects, we shall be entitled, at our discretion, to either remedy the defect or provide a replacement delivery. In the event of rectification of the defect, we shall bear all necessary costs, provided that these are not increased by the fact that the goods have been moved to a location other than the place of performance. If we are unwilling or unable to remedy the defect or provide a replacement, or if this is delayed beyond a reasonable period for reasons for which we are responsible, or if the remedy of the defect or replacement delivery fails, the buyer is entitled, at their discretion, to demand the rescission of the contract or a corresponding reduction in the purchase price.

4. All claims for defects shall become time-barred 12 months after the buyer has taken delivery of the goods, provided that the goods supplied have not been used in accordance with their normal intended use in a building and have not thereby caused its defectiveness.

5. In the event of a contractor’s right of recourse (Section 478 of the German Civil Code (BGB)), we are entitled to reject the buyer’s rights of recourse, with the exception of claims for re-delivery of the goods and reimbursement of expenses, provided that we grant the buyer equivalent compensation for the exclusion of their rights. Claims by the buyer for damages are excluded, without any compensation being payable.

VIII. Liability

1. Unless otherwise agreed, all further claims for damages by the buyer against us and our employees, staff, agents and vicarious agents are excluded, in particular any claim for compensation for damage not sustained to the goods delivered themselves.

2. The limitations and exclusions of liability contained in these Terms and Conditions of Delivery and Payment shall not apply where liability on our part is mandatory in cases of wilful misconduct, gross negligence, injury to life, bodily injury or damage to health, or as a result of a guarantee of quality or durability that we have assumed, or where liability on our part is mandatory under the provisions of the Product Liability Act. The same applies in the event of a breach of duty on our part which jeopardises the achievement of the purpose of the contract; however, liability is limited to compensation for typical, foreseeable damage.

IX. Place of Performance, Jurisdiction and Miscellaneous

1. The place of performance for all obligations arising from the business relationship or from the individual contract is our respective dispatch centre; for payment, it is our registered office.

2. The place of jurisdiction shall, at our discretion, be our registered office or the buyer’s general place of jurisdiction. This also applies to disputes arising in proceedings concerning documents, bills of exchange or cheques.

3. The contractual relationships with our customers shall be governed exclusively by the law of the Federal Republic of Germany. The applicability of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG – the ‘Vienna Sales Convention’) is excluded.

4. We shall store and process the buyer’s data to the extent necessary for the proper fulfilment of the contractual relationship.