GTC
General Terms and Conditions of Sale and Delivery for Business Customers only RHEIN-CHEMOTECHNIK GMBH
1. Scope
1.1 These General Terms and Conditions of Sale and Delivery (as of 01 July 2026) (“T&C”) govern the legal relationship between Rhein-Chemotechnik GmbH (“us”, “we”) and our customers (“Customer”) with respect to our deliveries and services.
1.2 Any deviating or supplementary terms and conditions of the Customer are invalid, even if we do not expressly object to them.
1.3 Our offers are not binding unless expressly agreed otherwise. Verbal assurances made by our auxiliaries that deviate from these T&C or from written statements are only binding if we have confirmed them in writing.
1.4 Our T&C apply to all of our current and future deliveries and services, provided that the contracting party is an entrepreneur , a legal entity under public law, or a special fund un-der public law.
1.5 The version of the T&C in effect at the time the order is placed shall apply.
2. Pre-contractual services, offer and acceptance
2.1 To the extent that we have provided the Customer with samples, catalogs, or other prod-uct descriptions or documentation – including in electronic form – such provision shall not be deemed part of the binding offer. Verbal statements or recommendations are likewise non-binding. Information regarding the quality and object of delivery or service is binding only to the extent that it is expressly included in the binding offer. Unless expressly agreed otherwise, the Customer bears the risk of the delivery or service not being suitable for its purposes. Statutory information obligations, in particular under the REACH Regulation (EC) No. 1907/2006 and the CLP Regulation (EC) No. 1272/2008, remain unaffected by these rules.
2.2 Deviations that are customary in trade and deviations resulting from legal requirements or technical improvements, as well as the replacement of parts with equivalent parts are permitted, provided they do not conflict with the agreed specifications.
2.3 The information we provide regarding our products and processes is based on extensive developmental work and practical experience. We provide this information to the best of our knowledge. Information, advice, and tests, even if conducted in the presence of one of our technicians, are non-binding and made to the best of our knowledge; they do not re-lieve the Customer of the obligation to conduct its own tests and trials to determine the suitability of the delivered goods and services for the intended processes and purposes.
2.4 We do not provide any guarantee regarding the quality, durability, or any other aspect of our goods, unless we have expressly provided a guarantee designated as such in an in-dividual case.
2.5 The foregoing provisions also apply to information and consulting services provided fol-lowing and in connection with the conclusion of the contract.
2.6 A contract is concluded when we confirm an order placed by the Customer or have begun fulfilling the order. By placing the order, the Customer accepts these T&C.
3. Prices and terms of payment
3.1 Our prices do not include VAT, which will be invoiced separately at the rate determined by law. All prices are also “ex works” (EXW, Incoterms 2020), i.e., excluding transportation, insurance, and packaging, unless expressly agreed otherwise. Any additional services requested by the Customer will be billed separately by us according to our current price list. If the Customer requests overtime, night work or work on Sundays or public holidays, we will charge the applicable collective tariff or statutory surcharges in addition.
3.2 Unless expressly agreed otherwise, payment is due within fourteen (14) days of receipt of the invoice without deduction. The Customer must raise any objections to our invoices in writing within fourteen (14) days. The Customer’s rights regarding defects of the goods pursuant to Section 6 remain unaffected by this provision. Payment by the Customer must be made by bank transfer to an account specified by us in the invoice. We are not obligat-ed to accept bills of exchange or checks; any such acceptance is made solely on account of performance. Discount and exchange charges shall be borne by the Customer. We ex-pressly reserve the right to claim further damages. Furthermore, we reserve the right to demand advance payment or security if circumstances arise or become known that ap-pear to jeopardize our claims.
3.3 The Customer is only entitled to rights of retention based on counterclaims arising from the same legal transaction. The Customer may only set off undisputed or legally estab-lished claims. This does not apply to claims of the Customer that are in a close relation-ship of interdependence (synallagmatic relationship) with our claims.
3.4 We are entitled to assess the risk of payment defaults by the Customer for the purpose of deciding on the conclusion, conduct and termination of the contract. For this assessment, we may utilize the services of credit reporting agencies, such as SCHUFA Holding AG or other third parties and for this purpose may transmit the Customer’s data to them or re-quest such data from them.
4. Delivery, place of performance, and transfer of risk
4.1 The place of performance for our delivery is Gewerbepark Siebenmorgen 8, 53547 Breitscheid (Germany).
4.2 Delivery is made ex works. Fixed delivery dates must be expressly agreed upon when the order is placed or confirmed.
4.3 Where required under the CLP Regulation (EC) No. 1272/2008, we shall be responsible for the proper labeling and packaging of the delivery, unless the parties agree otherwise.
4.4 If the Customer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons for which the Customer is responsible, we are entitled to demand com-pensation for the resulting damage, including additional expenses (e.g., storage costs).
4.5 We are entitled to make partial deliveries, particularly for the purpose of efficient order processing, if
• the partial delivery is usable by the Customer within the scope of the contractual purpose and
• this does not result in any significant additional effort or costs for the Customer.
5. Default/Delay
5.1 Any timeframes and dates for deliveries and services indicated by us are always approx-imate, unless a fixed (binding) timeframe or a fixed (binding) date has been expressly con-firmed or agreed upon. Unless otherwise expressly stated by us, delivery periods and de-livery dates, insofar as dispatch has been agreed upon, refer to the time of handover to the forwarding agent, carrier, or other third party commissioned with transport.
5.2 If the delivery period is culpably exceeded, the Customer may, after the expiration of a reasonable additional period of time to be set in writing, assert the rights to which they are entitled by law (provided the respective conditions are met).
5.3 If we are unable to meet binding delivery deadlines for unforeseen reasons beyond our control, we will inform the Customer of this immediately.
5.4 Agreed delivery deadlines shall be extended appropriately in the event of unforeseeable obstacles beyond our control, such as labor disputes at supplier facilities, unavoidable operational disruptions, unforeseeable shortages of energy or raw materials, official measures based on environmental or chemical regulations (e.g., the REACH Regulation, the CLP Regulation, the German Chemicals Act (ChemG), or the German Hazardous Substances Ordinance (GefStoffV)), non-delivery by suppliers, or other force majeure events. In such cases, we will notify the Customer of the expected new delivery date. We will make every reasonable effort to procure the delivery and performance. If delivery be-comes impossible for us as a result of these circumstances, both contracting parties are entitled to terminate the contract for good cause or to declare withdrawal.
6. Warranty for defects
6.1 The statutory provisions apply to the Customer’s rights in the event of material defects and defects of title (including incorrect or short deliveries), unless otherwise specified be-low. The special statutory provisions regarding supplier regress in the case of final deliv-ery to a consumer are excluded if the goods have been further processed by the Custom-er or another business entity.
6.2 The assertion of warranty rights requires that the Customer has fulfilled its statutory obli-gations to inspect the goods and give notice of defects. The Customer must report appar-ent defects in writing no later than 5 business days after delivery. Hidden defects must be reported in writing immediately upon discovery, at the latest 5 business days after their discovery. The decisive factor is the time at which the Customer could have detected the defect upon proper inspection.
6.3 The Customer must use the products in accordance with the safety-related information provided (in particular the safety data sheets pursuant to Art. 31 of the REACH Regulation as well as labels and operating instructions) and must document this.
6.4 Selling the unprocessed product to a consumer is not permitted. The right to sell items produced through further processing to a consumer remains unaffected.
6.5 We are entitled, at our discretion, to remedy a defect that has been properly reported or to replace the defective item with a non-defective item. Our right to refuse subsequent per-formance under the statutory conditions remains unaffected. We are entitled to make the owed subsequent performance contingent upon the Customer paying the due purchasing price. However, the Customer is entitled to withhold a portion of the purchasing price commensurate with the defect.
6.6 The Customer must provide us with the time and opportunity necessary for the required subsequent performance, by handing over the goods subject to complaint for inspection purposes. In the event of a replacement delivery, the Customer must return the defective item to us in accordance with statutory provisions.
6.7 If the Customer claims that the product is defective, they are obligated, within reasonable limits, to provide us with information regarding the nature and occurrence of these defects and to cooperate appropriately in identifying the cause of these defects.
6.8 We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour, and material costs, in ac-cordance with statutory provisions if a defect exists. Otherwise, we may demand reim-bursement from the Customer for the costs incurred because of the unjustified request for defect rectification (in particular inspection and transportation costs), unless the absence of a defect was not apparent to the Customer. If, contrary to expectations, the subsequent performance takes place outside the European Economic Area (EEA), the transportation and travel costs shall be limited to what would be reasonable within the EEA.
6.9 If subsequent performance has failed after at least two attempts, the Customer may re-duce the purchasing price appropriately. However, a right of withdrawal exists only in the case of a material defect.
6.10 Claims by the Customer for damages or reimbursement of futile expenses exist only in accordance with Section 7 and are otherwise excluded, even in the case of defects.
7. Limitation of liability
7.1 Regardless of the legal basis, we shall be liable without limitation for intentional and gross-ly negligent conduct, for culpable injury to life, body or health, or for a breach of the Ger-man Product Liability Act.
7.2 In the event of a slightly negligent breach of major contractual obligations, our liability is limited to compensation for the typical damage foreseeable at the time of conclusion of the contract. Major contractual obligations are those obligations that protect the Customer’s legally significant contractual rights, as well as those whose fulfilment is essential for the proper performance of the contract and whose compliance the Customer regularly relies on and is entitled to rely on.
7.3 Otherwise, our liability is excluded. The Customer is obligated to take reasonable measures to prevent or mitigate losses.
7.4 To the extent that our liability is excluded, the limitations or exclusions also apply to the personal liability of our employees, our legal representatives, and vicarious agents.
7.5 If the Customer resells the goods, they shall indemnify us against third-party product liabil-ity claims to the extent that the Customer is responsible for the defect that caused the lia-bility. The Customesafetyss on the safety-related information provided by us to its cus-tomers (in particular safety data sheets pursuant to Art. 31 of the REACH Regulation as well as labels and operating instructions) and to ensure that the products delivered by us are used only in accordance with these specifications and that this is documented accord-ingly.
7.6 The limitations and exclusions of liability set forth in this section do not affect our liability arising from the fraudulent concealment of a defect or the assumption of a warranty re-garding the quality of an item.
8. Reservation of title
8.1 Until full payment of all current and future claims by the Customer, we reserve title to the delivered goods to secure all claims to which we are entitled arising from the current and future business relationship.
8.2 If the goods are processed or treated by the Customer, such processing or treatment is always carried out on our behalf. In the event of processing, combination, or mixing with third-party items, we acquire co-ownership of the newly produced item, in proportion to the ratio of the value of our goods to that of the other items used at the time of processing, combination, or mixing.
8.3 The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, the Customer hereby assigns to us its claim arising from the resale, together with all ancillary rights, up to the amount of our claim, including our ancillary claims. In the case of current account agreements between the Customer and its own customer, the same applies to the balance claim arising from the current account.
8.4 The Customer remains entitled to collect the assigned claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we commit our-selves to not collect the claim as long as the Customer is not in default of payment and, in particular, has not filed for insolvency proceedings. If this is the case, however, the Cus-tomer commits themself to notify us immediately of the assigned claims and their debtors, to provide all information necessary for collection, to hand over the relevant documents, and to notify the debtors of the assignment.
8.5 If the Customer is in default, no declaration of withdrawal is required to exercise the reten-tion of title.
8.6 In the event of conduct by the buyer in breach of contract, in particular in the event of de-fault in payment, we are entitled to withdraw from the contract and demand the return of the delivered goods to us.
8.7 The Customer is not permitted to pledge or transfer ownership of the goods subject to retention of title to third parties as security. The Customer must notify us immediately of any seizures carried out at the instigation of third parties.
8.8 We are entitled to make outstanding deliveries or provide outstanding services only against advance payment or the provision of security if, after the conclusion of the con-tract, we become aware of circumstances that are likely to significantly reduce the Cus-tomer’s solvency and that jeopardize the payment of our outstanding claims by the Cus-tomer arising from the respective contractual relationship. If, after the conclusion of the contract, it becomes apparent that our claim to the purchasing price is jeopardized by the Customer’s inability to pay, we are entitled, in accordance with statutory provisions, to re-fuse performance and, if necessary, to withdraw from the contract.
8.9 We commit ourselves to release any collateral to which we are entitled at the Customer’s request, provided that the realizable value of the collateral exceeds the claims to be se-cured by more than 10%. The selection of the collateral to be released is at our discretion.
9. Intellectual property rights, ownership of materials, and advertising restrictions
9.1 We reserve the ownership rights and copyrights to illustrations, calculations, design specifications, product descriptions, and other documents. Such documents are to be used exclusively for the purposes of the contract and, if applicable, must be returned to us immediately and without request once the purpose has been fulfilled, unless we have granted permanent rights to the documents for the purpose of contract performance. The documents must be kept confidential from third parties. Special confidentiality agreements and statutory provisions regarding the protection of trade secrets remain unaffected.
9.2 The foregoing provision applies accordingly to substances and materials as well as to tools, templates, samples, and other items that we provide to the Customer. Such items must, as long as they are not processed, be stored separately at the Customer’s expense and insured to an appropriate extent against destruction and loss.
9.3 The Customer may not advertise its collaboration with us without our prior written consent.
10. Limitation period
10.1 The limitation period for the Customer’s rights arising from defects in performance is twelve (12) months from the date of delivery of the goods to the Customer. The foregoing limitation periods also apply to contractual and non-contractual claims for damages based on a defect in the goods.
10.2 This does not apply to the extent that we are liable without limitation pursuant to Section 7.1.
11. Applicable law and place of jurisdiction
11.1 All offers and contracts are governed by German law, excluding the United Nations Con-vention on Contracts for the International Sale of Goods (CISG).
11.2 The exclusive place of jurisdiction is Neuwied/Rhein or, at our discretion, the general ordi-nary place of jurisdiction of the Customer.
12. Final provisions
12.1 Legally relevant declarations and notices by the Customer regarding the contract (e.g., setting of deadlines, notice of defects, withdrawal, or reduction) must be submitted in text form (Textform), e.g., letter, email, fax. Statutory formal requirements remain unaffected.
12.2 Should individually provisions of these T&C be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The contracting parties shall re-place the invalid provision so that the economic and legal purposes originally intended by it are achieved – to the extent legally possible.
12.3 These T&C, drafted in the German language, shall also apply to business relationships with foreign Customers. The translations made available to foreign Customers are solely a special, non-binding service and are intended to facilitate better understanding. In the event of a dispute regarding interpretation, the German language version shall prevail.