General Terms and Conditions of Purchase of LuxCarbon GmbH (AEB)

Status: January 2019
  1. The customer's terms and conditions of purchase shall apply exclusively. Deviating conditions of the contractor shall not be recognized by the client unless the client expressly agrees to their validity in writing.
  2. The Terms and Conditions of Purchase shall also apply exclusively if the Customer accepts or pays for the deliveries/services in the knowledge that the Contractor's terms and conditions conflict with or deviate from them.

I. Orders

  1. Orders shall only be binding if they are placed by the Customer in writing. Verbal agreements - including subsequent amendments and supplements to these Terms and Conditions of Purchase - must be confirmed in writing by the Customer in order to be effective.
  2. Cost estimates shall be a binding basis for orders arising therefrom for the period of their validity. They are not to be remunerated unless expressly agreed otherwise.
  3. Documents used by the contractor in business dealings with the customer must at least show: Complete article text/object description, quantities and quantity units as well as VAT ID No. (in case of import from the EU).

II. Prices

The prices are fixed prices. They include everything that the contractor has to effect in order to fulfill his delivery/service obligation.

III. Scope of Delivery/Service; Ownership; Rights of Use

  1. The scope of delivery/service includes, among other things, that - the Contractor transfers to the Customer the ownership of the documents for the chemical analysis (if possible, otherwise a copy thereof). These technical documents must - if possible - be written in German and according to the International System of Units SI.
  2. The quantities ordered are binding. In the event of over-deliveries/services, the Customer shall be entitled to reject these at the expense and cost of the Contractor.

IV. Quality

The Contractor shall set up and maintain a documented quality assurance system which is suitable in terms of type and scope and which corresponds to the state of the art. He shall keep records, in particular of his quality inspections, and make them available to the Customer upon request.

The Contractor hereby consents to quality audits for the purpose of assessing the effectiveness of its quality assurance system by the Client or by a person appointed by the Client.

V. Delivery and Service Deadlines/Delivery and Service Dates

  1. Agreed deadlines are binding. If agreed deadlines are not met, the statutory provisions shall apply. Any delivery/service provided before the agreed dates shall entitle the Customer to reject the delivery/service until it is due.
  2. If the Contractor realizes that an agreed date cannot be met, it shall immediately notify the Customer thereof in writing, stating the reasons and the expected duration of the delay.

The unconditional acceptance of the delayed delivery/service shall not constitute a waiver of the claims for damages to which the Customer is entitled; this shall apply until full payment of the remuneration owed by the Customer for the delivery/service concerned.

VI Delivery/Service and Storage

  1. If the Contractor and the Purchaser agree that the contract shall be governed by one of the international trade terms "Incoterms" drawn up by the International Chamber of Commerce (ICC), the current version shall apply. They shall apply only to the extent that they do not conflict with provisions of these GPC and the agreements otherwise made. Unless otherwise agreed in writing, the delivery/service shall be delivered/delivered and duty paid (DDP "delivered duty paid", according to Incoterms) to the place of delivery/service or use specified in the order. 2.
  2. The deliveries/services shall be effected to the shipping addresses indicated. The delivery/service at a place of receipt other than the place of receipt designated by the Customer shall not cause the risk to pass to the Customer even if this place accepts the delivery/service. The Contractor shall bear any additional costs incurred by the Customer as a result of delivery/service at a place of receipt other than the agreed place of receipt.
  3. Partial deliveries/services shall be inadmissible unless the Customer has expressly consented thereto. Partial deliveries/services are to be marked as such, delivery/service bills are to be submitted in triplicate.
  4. If weighing is required, the weight determined on the Customer's calibrated scales shall be decisive.
  5. If the contractor is entitled to return the packaging necessary for the delivery/service, the delivery/service documents shall be clearly marked. In the absence of such marking, the Customer shall dispose of the packaging at the Contractor's expense; in this case, the Contractor's claim to the return of the packaging shall lapse.
  6. The storage of items required for the performance of the delivery/service on the premises of the Customer may only take place in assigned storage areas. The Contractor shall bear full responsibility and risk for these items until the transfer of risk for the entire order.
  7. The legal regulations, in particular the provisions of the law on the transport of dangerous goods and the applicable dangerous goods regulations including the respective appendices and annexes, shall be complied with during transport.
  8. The declaration of the goods in the consignment notes has to be made according to the currently valid regulations of the railroads in case of shipment by rail. Costs and damages resulting from incorrect or omitted declarations shall be borne by the Contractor.
  9. The Contractor shall obtain written confirmation of receipt of shipments from the specified place of receipt.

VII. Execution, Subcontractors, Assignment

Insofar as deliveries/services under a contract for work and services are concerned, the following shall apply:

  1. The Contractor shall not be entitled to assign the execution of the respective contract in whole or in part to third parties.
  2. The Contractor shall be obliged to name its subcontractors to the Customer at the latter's request.

The Contractor may not assign its contractual claims against the Customer to third parties or have them collected by third parties. This does not apply to legally established or undisputed claims.

VIII. Termination

The Principal shall have the right to terminate the contract without notice for good cause, in particular if a significant deterioration in the financial situation of the Contractor occurs or threatens to occur and the fulfillment of obligations to the Principal is thereby jeopardized. In this case, the Customer shall have the right to take over materials and/or semi-finished products, including any special operating resources, on reasonable terms.

IX. Invoicing, payment, set-off

  1. Necessary condition for payment is an invoice according to § 14 UStG. The invoice shall be paid 60 (sixty) days after delivery/service and receipt of invoice. A delivery/performance made before the agreed date shall not affect the payment period bound to this date.
  2. The contractor can only offset against undisputed or legally established claims.

X. Claims arising from liability for defects

  1. The Contractor shall be liable, depending on fault, for ensuring that its delivery/service has the agreed quality and fulfills the intended purpose. If the Customer incurs costs as a result of defective delivery/service, e.g. transport, travel, labor, material costs, contractual penalties, the Contractor shall bear these costs.
  2. The limitation period for claims for liability for defects shall commence with the complete delivery/service of the scope of delivery/service or, if acceptance has been agreed, with the acceptance.
  3. Claims for defects shall become statute-barred after 36 (thirty-six) months; longer statutory limitation periods shall remain unaffected. For newly delivered/performed parts the limitation period shall start anew, for repaired parts only insofar as it concerns the same defect or the consequences of a defective repair, the subsequent performance is characterized by a larger scope, special duration or higher costs and the Contractor does not remedy the defect expressly only as a gesture of goodwill, to avoid disputes or in the interest of the continuation of the supply relationship. Defects shall be notified by the Customer without delay. The notice of defect shall in any case be timely if it is received by the Contractor within a period of three (3) working days, unless a longer period is reasonable in individual cases, calculated from the date of receipt of the goods or, in the case of hidden defects, from the date of discovery. For defects notified within the limitation period, the period shall end at the earliest six (6) months after the notification of the defect. The Contractor waives the objection of delayed notice of defects (§§ 377, 381 para. 2 HGB) in case of other than obvious defects.
  4. All defects notified within the limitation period shall be remedied by the Contractor without undue delay in such a way that the Customer does not incur any costs. The costs of the rectification of defects or the replacement delivery/service including all ancillary costs (e.g. freight) shall be borne by the Contractor in accordance with the statutory provisions. If the Contractor fails to meet its obligation to remedy the defect within a reasonable period of time set by the Customer, the Customer may remedy the defect itself and demand reimbursement from the Contractor of the expenses required for this purpose or a corresponding advance payment. The statutory rights to rescission, reduction or damages shall remain unaffected.

XI. Assurances/Releases

  1. The Contractor assures the Customer that it will comply with the provisions of the German Minimum Wage Act (MiLoG) and indemnifies the Customer against claims of third parties, in particular those pursuant to § 13MiLoG.
  2. In the event that claims for damages are asserted against the Customer by third parties on the basis of the Contractor's delivery/service, the Contractor shall indemnify the Customer in full against such claims upon first request and undertakes to bear the Customer's reasonable attorney's fees and court costs.
  3. The Contractor further warrants that goods which are produced, stored, transported, delivered to or accepted by the Customer on behalf of the Customer are produced, stored, processed and loaded at secure operating sites and secure handling locations and are protected against unauthorized access during production, storage, processing, loading and transport. The Contractor warrants that the personnel employed for the production, storage, processing, loading, transport and acceptance of such goods are reliable and that it has checked them against the currently valid sanctions lists of the EU. The Contractor further assures that all business partners acting on its behalf are informed that they must also take measures to secure the above-mentioned supply chain. The supplier agrees that his data will be checked against the currently valid sanctions lists of the EU.

XII. Place of performance, place of jurisdiction

  1. The place of performance for all deliveries/services shall be the place of receipt designated by the Customer.
  2. The place of jurisdiction shall be the registered office of the Customer or, at the Customer's option, the general place of jurisdiction of the Contractor.

XIII. Applicable Law

All legal relations between the Customer and the Contractor shall be governed by the substantive law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980, as amended.

XIV. Prohibition of advertising/confidentiality

  1. The use of logos and word marks of the Customer as well as any mention of the name of the Customer or of companies belonging to its group as reference customers of the Contractor shall require the prior written consent of the Customer in each individual case.
  2. The Contractor shall maintain confidentiality vis-à-vis third parties with regard to all operational processes, facilities, equipment, documents, etc. at the Customer and its customers which become known to it in connection with its activities for the Customer, even after submission of the respective offers or completion of the contract. He shall impose corresponding obligations on his vicarious agents.

XV. Partial Invalidity/Text Form

Should individual provisions of these terms and conditions be invalid in whole or in part, these terms and conditions shall otherwise remain in full force and effect. The same shall apply to the respective contract. Insofar as declarations of the contractual partners are required to be in writing in these GPC, text form shall suffice in each case.

XVI. Data Protection

Pursuant to Section 33 of the German Federal Data Protection Act (BDSG), the Customer points out that it will store data of the Contractor on the basis of the German Federal Data Protection Act.


The Contractor shall comply with the requirements and measures resulting from the REACH Regulation in respect of all substances, preparations and products delivered/provided to the Customer.

XVIII. Applicable version

Insofar as these General Terms and Conditions of Purchase are also made available to the Contractor in another language, only the German version shall apply.