1. General Provisions, Scope of Application

1.1 Sales, deliveries, and other services provided by Polystone Chemical GmbH (“Polystone”) to the customers listed in Section 1.2 are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery for Domestic Transactions (“Terms and Conditions”), which the customer accepts by placing an order or accepting the delivery. They also apply to all future transactions with the customer. The validity of any conflicting or supplementary terms and conditions of the customer is excluded. Any deviating, conflicting, or supplementary General Terms and Conditions of the customer shall only become part of the contract to the extent that Polystone has expressly agreed to their validity. This requirement for consent applies in all cases, for example, even if the customer refers to its General Terms and Conditions in the order and Polystone does not expressly object to them.

1.2 These Terms of Delivery apply only to customers based within the Federal Republic of Germany who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), as well as to domestic legal entities under public law or a domestic special fund under public law.

1.3 For customers based outside the Federal Republic of Germany, Polystone’s “General Terms and Conditions of Sale and Delivery for International Transactions” apply.

2. Conclusion of Contract, Contractual Content

2.1 A contract is concluded only upon Polystone’s order confirmation and is governed exclusively by the content of the order confirmation and these Terms of Delivery. Individual agreements (e.g., framework supply contracts, quality assurance agreements) and information in our order confirmation take precedence over the General Terms and Conditions. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of contract conclusion. With regard to the content of such agreements, a written contract or written confirmation from Polystone shall be decisive.

2.2 Legally relevant declarations and notifications by the customer regarding the contract (e.g., setting of deadlines, notice of defects, withdrawal, or reduction) must be made in writing. “In writing” within the meaning of these GTC includes written and text form (e.g., letter, email, fax). Statutory formal requirements and further evidence, particularly in cases of doubt regarding the legitimacy of the party making the declaration, remain unaffected.

2.3 References to the applicability of statutory provisions are for clarification purposes only. The statutory provisions apply even without such a reference, insofar as they are not modified or excluded in these General Terms and Conditions of Sale and Delivery.

3. Quality, Offer Documents, Right to Make Changes

3.1 Information in catalogs, price lists, brochures, and other informational materials provided to the customer by Polystone, as well as product descriptions, shall under no circumstances be construed as a guarantee of a specific quality of the delivery item; such guarantees must be expressly agreed upon.

3.2 Polystone reserves all applicable property rights, copyrights, rights to the name, and industrial property rights in the documents and other items provided to the customer, in particular in cost estimates and samples. The aforementioned documents must be kept confidential from third parties, even after the termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided becomes generally known.

3.3 Polystone reserves the right to make technical improvements and changes to design or color, provided that such changes do not alter the agreed-upon function or appearance and the change is reasonable for the customer to accept. Further changes require the customer’s consent.

4. Delivery and Performance Deadlines and Dates

4.1 The delivery period shall be agreed upon individually or specified by Polystone upon acceptance of the order. If this is not the case, the delivery period shall be approximately 8 (eight) weeks from the conclusion of the contract. The delivery period generally begins only after the customer has provided all necessary information and as soon as any agreed-upon advance payment has been made (see Section 7.1).

4.2 If Polystone is unable to meet binding delivery deadlines for reasons beyond Polystone’s control (unavailability of the service), Polystone shall inform the customer thereof immediately and simultaneously communicate the expected new delivery deadline. If the service remains unavailable even within the new delivery deadline, Polystone is entitled to withdraw from the contract in whole or in part; Polystone shall immediately refund any consideration already paid by the customer. Unavailability of the service occurs, for example, in the event of late delivery by Polystone’s supplier, if Polystone has entered into a corresponding hedging transaction, in the event of other disruptions in the supply chain, such as due to force majeure, or if Polystone is not obligated to procure the service in individual cases.

4.3 The customer’s rights pursuant to Section 9 of these Terms of Delivery and Polystone’s statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

5. Scope of Delivery, Shipping, Transfer of Risk, Acceptance, and Transport Insurance

5.1 Polystone may, for good cause, make partial deliveries and/or provide partial services, provided this is reasonable for the customer.

5.2 Delivery is ex warehouse, which is also the place of performance. At the customer’s request and expense, the goods will be shipped to a different destination. Unless otherwise agreed, the choice of shipping method and route is at Polystone’s sole discretion.

5.3 The risk of accidental loss and accidental deterioration of the goods passes to the customer upon delivery at the latest. In the case of sale by delivery to a place other than the place of performance, the risk passes upon the goods being made available to the person performing the transport. This also applies if partial deliveries are made and/or the costs of transport or shipping are borne by Polystone pursuant to a special agreement. To the extent that acceptance is required, this is decisive for the transfer of risk.

5.4 If shipment of the goods or acceptance is delayed due to circumstances for which Polystone is not responsible, the risk passes to the customer upon notification that the goods are ready for shipment or acceptance. Acceptance must take place immediately on the acceptance date, or alternatively upon notification by Polystone that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a minor defect.

5.5 Transport insurance is taken out only at the customer’s request and expense

6. Prices, Minimum Order Values, and Quantities

6.1 Unless otherwise agreed, prices are quoted ex-warehouse and exclude packaging, shipping, insurance, and any taxes or other charges associated with the delivery.

6.2 Statutory sales tax is not included in Polystone’s prices; it is shown separately on the invoice at the statutory rate.

6.3 The minimum order value is EUR 500.00 (net). If the minimum order value is not met, Polystone will charge a minimum quantity surcharge of EUR 100.00 (net).

6.4 The minimum order quantity for goods packaged in jars is 24 units per variety; for goods packaged in bottles, it is 48 units per variety. Orders that do not meet the minimum order quantity may be rejected by Polystone, unless otherwise agreed in writing.

7. Terms of Payment, Advance Payment, Customer Creditworthiness

7.1 Polystone is entitled at any time, even within the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. Polystone shall declare such a reservation no later than upon order confirmation. In the case of advance payment, production will commence upon receipt of payment. If advance payment is not made within 15 days of the request/order confirmation, the order may no longer be accommodated in production planning and may be canceled by Polystone. Unless otherwise agreed, invoices from Polystone are due for payment by the customer without deduction 14 days after the invoice date and delivery of the goods. Payment is generally considered to have been made only when Polystone can dispose of the amount without recourse (receipt of payment).

7.2 Polystone is entitled to issue partial invoices for partial deliveries and/or services within the meaning of Section 5.1.

7.3 The customer is only entitled to set off claims or assert a right of retention if their counterclaim is undisputed, ready for decision, or has been legally established.

7.4 If the customer is in default of payment, Polystone is entitled, without prejudice to other legal remedies, to charge interest at a rate of 9 percentage points above the respective base rate per annum. Furthermore, in the event of default on a payment claim, Polystone is entitled to a lump-sum payment of 40.00 euros. This also applies if the claim for payment is an advance payment or other installment payment. The assertion of further damages resulting from default remains unaffected. The default fee of 40.00 euros shall be offset against any damages owed, to the extent that the damages are based on legal costs.

7.5 If, after the conclusion of the contract, it becomes apparent that Polystone’s claim for payment is at risk due to the customer’s inability to pay, Polystone is entitled to refuse performance and any preparatory actions. The right to refuse performance lapses if payment is made or security is provided for it. Polystone may set a reasonable deadline for payment or the provision of security. Upon the unsuccessful expiration of this deadline, Polystone is entitled to withdraw from the contract.

7.6 Unless otherwise agreed, payments received by Polystone from the customer shall be applied to the customer’s debts in the order of their due dates in accordance with Section 7.1.

8. Defects, Exclusion of Processing, Notice of Defects, Duty to Inspect, Customer’s Rights in Case of Defects

8.1 The statutory provisions apply to the customer’s rights in the event of material defects and defects of title (including incorrect or short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. In all cases, the statutory provisions governing the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) and the customer’s rights arising from separately issued warranties, in particular those provided by Polystone, remain unaffected.

8.2 The basis for Polystone’s liability for defects is the agreement regarding the quality of the goods (including accessories and instructions) or the order confirmation (chemical specification). To the extent that Polystone has provided the customer with samples or specimens, the contractual quality of the goods is determined by the properties (specification) of the sample or specimen provided. To the extent that the quality has not been agreed upon, the statutory provisions apply.

8.3 Polystone guarantees the agreed quality exclusively at the time of transfer of risk in its original condition. To the extent that the customer or third parties process, mix, blend with other substances, or otherwise alter the goods, the customer bears responsibility and the risk of chemical compatibility. 8.4 The customer’s claims for defects are contingent upon the customer having fulfilled their statutory obligations to inspect and notify (§§ 377, 381 HGB). For goods intended for further processing, an inspection must in any case be conducted prior to processing. If a defect becomes apparent upon delivery, during inspection, or at any later time, Polystone must be notified immediately in writing (specifying the order and item number, the description of the defective goods, and—where possible—photographic documentation of the defect). In any case, obvious defects must be reported in writing within (ten) 10 business days of delivery, and defects not detectable upon inspection must be reported within the same period from the time of discovery. If the customer fails to conduct a proper inspection and/or report defects, Polystone’s liability for defects not reported, or reported late or improperly, is excluded in accordance with statutory provisions. In the case of goods intended for assembly, fitting, or installation, this also applies if the defect became apparent only after the corresponding processing as a result of a breach of one of these obligations; in this case, in particular, the customer has no claim for reimbursement of corresponding costs (“removal and installation costs”).

8.5 If the customer has proven a defect in the goods, Polystone may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). Polystone’s right to refuse subsequent performance under the statutory conditions remains unaffected.

8.6 Polystone is entitled to make the owed subsequent performance contingent upon the customer paying the due purchase price. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.

8.7 The customer must give Polystone the time and opportunity necessary for the required subsequent performance, in particular to hand over the goods subject to complaint for inspection purposes. In the event of a replacement delivery, the customer must return the defective goods at our request in accordance with statutory provisions; however, the customer has no right of return. Subsequent performance does not include the removal, dismantling, or deinstallation of the defective goods, nor the installation, fitting, or assembly of defect-free goods, if Polystone was not originally obligated to provide these services; the customer’s claims for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.

8.8 Polystone shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs, as well as any removal and installation costs, in accordance with statutory provisions and these General Terms and Conditions, provided that a defect actually exists. Otherwise, Polystone may demand reimbursement from the customer for the costs incurred as a result of the unjustified request for defect rectification if the customer knew or should have known that no defect actually existed. Polystone shall not bear the costs for the removal and installation of the goods.

8.9 If a reasonable period to be set by the customer for subsequent performance has expired without result or is dispensable under statutory provisions, the customer may, in accordance with statutory provisions, withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the case of a minor defect.

8.10 Claims by the customer for reimbursement of expenses pursuant to § 445a(1) BGB are excluded, unless the final contract in the supply chain is a sale of consumer goods (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c(2), 327(5), 327u BGB). Claims by the customer for damages or reimbursement of futile expenses (§ 284 BGB) shall exist even in the case of defects in the goods only in accordance with the following Sections 9 and 10.

9. Liability

9.1 Unless otherwise provided in these Terms of Delivery, including the following provisions, Polystone shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.

9.2 Polystone is liable for damages—regardless of the legal basis—under the principle of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, Polystone is liable, subject to statutory limitations of liability (e.g., regarding due care in its own affairs; minor breach of duty) only

1. a) for damages resulting from injury to life, limb, or health,
2. b) for damages resulting from a breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contracting party regularly relies and is entitled to rely); in this case, however, Polystone’s liability is limited to compensation for foreseeable, typically occurring damage.

9.3 The limitations of liability arising from Section 9.2 also apply to breaches of duty by or in favor of persons for whose fault Polystone is responsible under statutory provisions. They do not apply if Polystone has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods, nor do they apply to claims by the customer under the Product Liability Act or in the event of data protection violations (see Section 12.2 regarding the limitation of liability for data protection violations).

9.4 In the event of a breach of duty that does not constitute a defect, the customer may only withdraw from the contract or terminate it if Polystone is responsible for the breach of duty. A free right of termination on the part of the customer (in particular pursuant to Sections 650, 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences apply.

10. Statute of Limitations

10.1 Notwithstanding § 438(1)(3) BGB, the general statute of limitations for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed upon, the statute of limitations begins with acceptance. Special statutory provisions regarding the statute of limitations remain unaffected (in particular § 438 (1) No. 1, (3), §§ 444, 445b BGB).

10.2 If the goods consist of a structure or an item that has been used for a structure in accordance with its customary use and has caused the structure’s defectiveness (building material), the limitation period pursuant to statutory provisions is 5 years from delivery (Section 438(1)(2) of the German Civil Code (BGB)). Further special statutory provisions regarding the statute of limitations remain unaffected (in particular § 438 (1) No. 1, (3), §§ 444, 445b BGB).

10.3 The above-mentioned limitation periods under sales law also apply to the Customer’s contractual and non-contractual claims for damages based on a defect in the goods, unless the application of the standard statutory limitation period (Sections 195, 199 BGB) would result in a shorter limitation period in individual cases. However, the Customer’s claims for damages pursuant to Section 9.2, Sentences 1 and 2(a), as well as under the Product Liability Act and in the event of data protection violations, shall be subject exclusively to the statutory limitation periods.

11. Retention of Title

11.1 Polystone retains title to the delivered goods until all claims arising from the business relationship with the customer have been paid in full. If a current account agreement has been concluded with the customer, the retention of title shall remain in effect until the acknowledged current account balance has been settled in full.

11.2 The customer is obligated to treat the delivered goods subject to retention of title (hereinafter “goods subject to retention of title”) with due care for the duration of the retention of title and to notify Polystone immediately in the event of attachment, seizure, damage, or loss.

11.3 The Customer may process and sell the goods subject to retention of title in the ordinary course of business. However, the Customer is not authorized to pledge the goods subject to retention of title, assign them as security, or take any other actions that jeopardize Polystone’s ownership. The Customer hereby assigns to Polystone the claim arising from the resale; Polystone hereby accepts this assignment. If the Customer sells the goods subject to retention of title after processing or transformation, or after combining them with other goods or together with other goods, the assignment of claims shall be deemed agreed only to the extent of the portion corresponding to the price agreed between Polystone and the Customer plus a safety margin of 10% of that price. The customer is revocably authorized to collect the claims assigned to Polystone on a fiduciary basis for Polystone in its own name. Polystone may revoke this authorization as well as the right to resell if the customer is in default of material obligations, such as payment to Polystone; in the event of revocation, Polystone is entitled to collect the claim itself.

11.4 If the customer is in default of payment for a significant portion of its obligations, Polystone is entitled to provisionally repossess the goods subject to retention of title. The right of repossession does not extend to goods already paid for. The exercise of the right of repossession does not constitute a withdrawal from the contract, unless Polystone has expressly declared such withdrawal. The costs arising from the exercise of the right of repossession (in particular for transport and storage) shall be borne by the customer if Polystone had given reasonable notice of the repossession. Polystone is entitled to dispose of the reclaimed goods subject to retention of title and to satisfy its claims from the proceeds thereof, provided that Polystone has previously given notice of such disposal. In the notice, Polystone must set the customer a reasonable period of time to fulfill its obligations.

11.5 Any processing or transformation of the goods subject to retention of title by the customer shall always be carried out on behalf of Polystone. If the goods subject to retention of title are processed with other items, Polystone shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the delivery items supplied under retention of title.

If the goods subject to retention of title are combined with other items, Polystone shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the other items at the time of combination. If the combination is carried out in such a way that the other item is to be regarded as the principal item, it is hereby agreed that the customer shall transfer to Polystone a proportionate share of co-ownership of the new item. The same applies if the goods subject to retention of title are combined with a parcel of land or a building in such a way that they become an integral part of the parcel of land or the building. The customer shall hold Polystone’s co-ownership in safekeeping free of charge. In all other respects, the same provisions shall apply to the new item created by the combination as to the goods delivered under retention of title.

11.6 If the realizable value of the security granted to Polystone in accordance with the aforementioned provisions exceeds the claims against the customer by more than 10% on a non-temporary basis, Polystone shall, upon the customer’s request, release security to that extent at its own discretion. The aforementioned coverage limit of 110% shall increase by the amount of value-added tax incurred by Polystone upon the realization of the collateral, which arises from a value-added tax-liable supply by the customer to Polystone, by this value-added tax amount.

12. Data Protection

12.1 Polystone collects, processes, or uses personal data only in accordance with data protection regulations. The details are set forth in Polystone’s Privacy Policy, which can be accessed here or requested from Polystone at any time.

12.2 Unless otherwise provided in these Terms of Delivery, including the following provisions, Polystone shall be liable for data protection violations in accordance with statutory provisions. Polystone is liable for damages under the principle of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, Polystone is liable, subject to a more lenient standard of liability under statutory provisions (e.g., regarding the standard of care in its own affairs), only

1. a) for damages resulting from injury to life, limb, or health,
2. b) for damages resulting from a non-trivial breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and is entitled to rely); in this case, however, Polystone’s liability is limited to compensation for foreseeable, typically occurring damages.

The limitations of liability arising from Section 12.2 also apply in the event of breaches of duty by or in favor of persons for whose fault Polystone is liable under statutory provisions.

13. Jurisdiction, Applicable Law

13.1 The exclusive place of jurisdiction for all legal disputes arising from or in connection with the contractual relationship between the contracting parties is the registered office of Polystone. Notwithstanding the first sentence, however, Polystone is entitled to sue the customer before the courts at the customer’s place of business.

13.2 The law of the Federal Republic of Germany applies to these Terms of Delivery as well as to the contractual relationship between the parties.