Robert Kraemer GmbH & Co. KG. Für Sie produzieren wir Harze und Bindemittel nach bewährten Formeln und entwickeln innovative Lösungen.

Condiciones generales de venta y condiciones de compra y suministro

General Terms and Conditions of Sale

§ 1 General - Scope of application

(1) Our Terms and Conditions of Sale shall apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale. We also object to any subsequent provisions of the buyer that amend the contract; they shall only become effective vis-à-vis us if we agree to these amendments in writing.

(2) All agreements made between us and the customer are set out in writing in our order confirmation and these Terms and Conditions of Sale.

(3) Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB. If the customer is a consumer within the meaning of § 13 BGB, he must notify us immediately in writing

(4) Subsequent amendments or additions to these General Terms and Conditions shall become part of the contract if the customer does not object within six weeks of becoming aware of the amended terms and conditions.

§ 2 Offer - Subject matter of the contract

(1) If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this within 2 weeks of receipt.

(2) Our products may only be used for the purposes stated in our product specifications, certificates of analysis and safety data sheets. The product specifications, certificates of analysis and safety data sheets shall be sent to the customer either upon delivery of the product or at regular intervals or at the customer's special request. Deviations require our express confirmation.

(3) We make statements on the application technology of the products to the best of our knowledge based on our research work and experience. However, all statements and information on the suitability and application of the products are non-binding, unless otherwise expressly agreed between the parties in writing. They do not exempt the customer from carrying out his own tests and trials. The customer shall be responsible for compliance with statutory and official regulations when using the products.

(4) All information and statements in connection with our products or offers serve only to describe the goods and do not constitute quality specifications or warranty declarations.

§ 3 Prices - Terms of payment

(1) Unless otherwise stated in the order confirmation, our prices are “ex works” (incoterms 2010), excluding packaging; this will be invoiced separately.

(2) The statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.

(3) The deduction of a discount requires a special written agreement. The value date on our bank account shall be decisive for timely payment by the customer.

(4) Payments must be made by bank transfer; we do not recognize payments by bill of exchange or check as fulfillment.

(5) If the customer fails to meet his payment obligations in accordance with the contract, we shall be entitled to suspend any further deliveries, including those from other orders. This shall not affect our statutory rights due to default.

(6) If the customer is in default of payment with a claim, all other claims against the customer can be made due.

(7) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, the customer is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. In the event of notices of defects, the customer may only withhold payments to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defects is asserted, the justification of which is objectively beyond doubt. If the notice of defects is unjustified, we shall be entitled to demand compensation from the customer for the expenses incurred by us as a result.

(8) We have the right to assign claims against the customer to a third party.

§ 4 Delivery time

(1) The commencement of delivery periods specified by us and compliance with our delivery obligation shall be subject to the timely and proper fulfillment of the customer's obligations to cooperate, otherwise the periods shall be extended accordingly. The defense of non-performance of the contract remains reserved.

(2) We are entitled to make partial deliveries.

(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.

(4) If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which he is in default of acceptance or debtor's delay.

(5) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further performance of the contract has ceased to exist.

(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(7) We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(8) Otherwise, in the event of a delay in delivery, we shall be liable for each full week of delay within the scope of a lump-sum compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value of the delayed partial delivery.

(9) Shortages of raw materials or energy, strikes, lockouts, traffic disruptions and official decrees as well as delivery date overruns by upstream suppliers, operational disruptions, e.g. extraordinary loss of manpower due to accidents and epidemics, unforeseeable machine breakdowns, subsequent material shortages, import or export restrictions, all cases of force majeure such as mobilization, war, riots, import bans due to embargo decisions and other circumstances for which the seller or its subcontracting company is not responsible shall release us for the duration of their existence insofar as they affect our ability to deliver. force majeure such as mobilization, war, riots, import bans due to embargo decisions and other circumstances for which the Seller or its subcontractors are not responsible shall release us from the obligation to deliver for the duration of their existence insofar as they impair our ability to deliver. In the aforementioned cases, delivery periods and dates shall be extended by the duration of the hindrance, but by no more than 4 months. After the expiry of 4 months, the Buyer shall be entitled to withdraw from the contract without prejudice to other statutory rights of withdrawal; payments already made shall be refunded.

(10) Unless otherwise stipulated above, liability is excluded.

§ 5 Delivery of goods - transfer of risk

(1) The goods shall be delivered in such a way that the Buyer accepts the goods at our business premises as soon as we have notified the Buyer that the goods are ready for collection or, if another place of delivery has been agreed with the Seller, by delivery of the goods to this place.

(3) If the customer is in default of acceptance when the delivery is due, he must still pay the purchase price. In such cases, we may store the goods at the customer's risk and expense. At the customer's request, we shall insure the goods at the customer's expense.

(4) The risk of damage to or loss of the goods shall pass to the customer upon handover of the goods at our business premises; transportation of the goods shall be at the customer's risk and expense (“ex works”, Incoterms 2010), or at the time at which the customer is in default of acceptance.

§ 6 Liability for defects

(1) The customer must inspect each delivery immediately upon delivery for defects (including deviations in quantity or incorrect delivery) and must inspect the goods again thoroughly to ensure that they are free of defects before use. Defects must be reported to us in text form no later than on the 3rd working day after receipt of the delivery and after re-examination before use, with a precise description of the defect. If a defect not initially recognizable upon delivery or prior to use becomes apparent at a later date or if the customer is notified of a defect by a third party, the customer must also notify us of the defect in text form no later than on the 3rd working day after the defect is recognized or the third party is notified. If the customer does not or does not sufficiently fulfill his inspection and notification obligations, our liability for defects is excluded according to § 377 para. 2, 3 HGB.

(2) In the event of subsequent performance, we shall bear the transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken by the customer to a place other than the place of performance.

(3) If at least three attempts at subsequent performance fail, if it is objectively or subjectively impossible or unreasonable for us, the customer shall only be entitled to demand withdrawal or a reduction in price at his discretion; no further claims shall exist. Subsequent performance is unreasonable for us due to disproportionality if the cost of subsequent performance including transport, travel and labor costs as well as the cost of removal, conversion or installation exceeds a total of 150% of the net price for the part of the delivery affected by the defect.

(4) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

(5) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(6) Insofar as the customer is entitled to compensation for damages instead of performance, our liability shall also be limited within the scope of paragraph (3) to compensation for foreseeable, typically occurring damages.

(7) Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(8) Unless otherwise stipulated above, liability is excluded.

(9) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

(10) The limitation period in the case of a delivery recourse under §§ 478, 479 BGB remains unaffected; it is a maximum of five years, calculated from the delivery of the defective item to the customer.

§ 7 Overall liability

(1) A further liability for damages than provided for in § 6 is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpability at the conclusion of the contract, due to other breaches of duty or due to tort claims for compensation for material damage in accordance with § 823 BGB.

(2) The limitation according to subsection (1) also applies if the customer demands compensation for useless expenses instead of a claim for compensation for the damage.

(3) Insofar as liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.

§ 8 Retention of title

(1) We reserve ownership of the purchased item until receipt of all payments from the delivery contract. In the event of the customer's behaviour in breach of the contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. The withdrawal of the purchased item by us constitutes a withdrawal from the contract. After taking back the purchased item, we are entitled to use the proceeds of the sale to offset the customer's liabilities - less reasonable processing costs.

(2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it at his own expense sufficiently at new value against fire, water and theft damage. If maintenance and inspection work is required, the customer must carry it out on time at his own expense.

(3) In the event of attachment or other intervention by third parties, the customer must notify us immediately in writing so that we can file a claim in accordance with § 771 ZPO. Insofar as the third party is unable to reimburse us for the judicial and out-of-court costs of a claim according to § 771 ZPO the customer shall be liable for the loss incurred by us.

(4) The customer is entitled to resell the purchased item in the ordinary course of business; however, he assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim arising from the resale against his customers or third parties, regardless of whether the purchased item has been resold without or after processing. The customer remains entitled to collect this claim even after the assignment has been made. Our authority to collect the claim itself remains unaffected by this. However, we undertake not to collect the receivable as long as the customer meets his payment obligations from the proceeds collected, does not fall into default and, in particular, no application has been made for the opening of settlement or insolvency proceedings or suspension of payment. If this is the case, we may require that the customer notify us of the assigned receivables and their debtors, provide all necessary information for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.

(5) The processing or conversion of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. The same applies to the item resulting from processing as for the reserved purchased item.

(6) If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of the mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers pro-rata co-ownership to us. The customer retains the sole ownership or co-ownership thus created for us.

(7) The customer also assigns to us the claims to secure our claims against him, which arise as a result of the connection of the purchased item with a plot of land against a third party.

(8) We undertake to release the securities to which we are entitled at the request of the customer insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is our responsibility.

§ 9 Gerichtsstand – Erfüllungsort

(1) Gerichtsstand ist unser Geschäftssitz; wir sind jedoch berechtigt, den Kunden auch an seinem Wohnsitzgericht zu verklagen.

(2) Es gilt das Recht der Bundesrepublik Deutschland.

(3) Sofern sich aus der Auftragsbestätigung nichts anderes ergibt, ist unser Geschäftssitz Erfüllungsort.

(4) Der Kunde hat alle Gebühren, Kosten und Auslagen zu tragen, die im Zusammenhang mit jeder gegen ihn rechtlich erfolgreichen Rechtsverfolgung außerhalb Deutschlands anfallen.

Rastede, 20.03.2025

Our purchasing and delivery conditions
To view our please click here (German version only).