Unless expressly agreed otherwise, all deliveries, services and offers by Dr. Straetmans GmbH take place on the basis of these terms and conditions of sale. Our terms and conditions of sale also
apply to all future transactions with our trading partners (entrepreneurs) even if said future transactions do not
explicitly refer to said terms and conditions of sale. Our trading partners are hereby notified that we provide our
services and enter into business exclusively on the basis of these terms and conditions of sale.
We hereby expressly exclude the purchaser’s terms and conditions of purchase. Any such terms and conditions
of purchase are not binding on us even if we have not expressly excluded them.
Any subsequent adjustments to our general terms and conditions of sale shall apply to our future business
relationships with our trading partners (entrepreneurs) provided [said trading partners] do not expressly object to
said adjustments within four weeks of receipt [of notification thereof].
Our offers are subject to change without notice. Delivery details such as volumes, stocks and deadlines are only
binding if expressly stated in the order confirmation. Under no circumstances is information given by telephone
binding. The prices stated in the order confirmation shall apply.
Unless otherwise agreed, the prices are ex works and exclude such overheads as shipment, duty and
3) Quality and condition
Unless expressly agreed otherwise, the quality and condition of the merchandise we supply (including any
samples or specimens) are determined exclusively by our product specification.
Specified uses for the merchandise pursuant to the REACH EU chemicals regulation should be understood as
constituting neither the agreement of corresponding contractual quality nor contractually prescribed uses.
Delivery shall be made in accordance with the agreed delivery dates. Any delays that are beyond Dr.
Straetmans Chemische Produkte GmbH’s control, such as instances of force majeure, strike, civil unrest,
regulatory or police action, shall not be deemed to constitute delay in performance on Dr. Straetmans
Chemische Produkte GmbH’s part.
Consignments must be checked for damage in transit immediately on arrival, and any complaint concerning
such damage must be made to the forwarder or applicable transport service provider prior to acceptance [of the
delivery]. However, if after acceptance the merchandise is found to have suffered outwardly undetectable
damage in transit, the forwarder or applicable transport service provider must be notified of said damage within
24 hours, and an accident report must be requested. In the event of any such damage in transit, replacement
deliveries free of charge can only be made if the forwarder’s confirmed accident report is submitted to us.
The purchaser undertakes to immediately inspect delivered merchandise for damage and to prepare a
corresponding inspection report, and in the event of any alleged damage to take samples and notify Dr.
Straetmans Chemische Produkte GmbH thereof without delay, and at the latest within two days. If the purchaser
fails to meet this duty to give notice of defects within the required period, they shall forfeit their associated
Delivery is subject to the version of the Incoterms prevailing at the time of delivery. Unless expressly agreed
otherwise, the merchandise will be delivered to the contractually agreed place of delivery, and the risk of
accidental loss or destruction shall transfer to the purchaser once the merchandise has been made available for
5) Terms and conditions of payment
Unless expressly agreed otherwise, our invoices become due for payment in full 30 days after delivery. Cash
discounts may only be deducted if they were expressly agreed.
If a transaction entered into between the purchaser and us constitutes a reciprocal trading transaction, the
purchaser undertakes to pay late payment interest once the due date for payment has passed, without the need
for any express warning in this respect.
Payments are only deemed to have been made on time if they are credited in full to the recipient’s account by
the due date for payment.
Once the due date has passed, we shall be entitled to charge late payment interest at a rate 8% higher than the
If the purchaser does not pay the purchase price or is late in doing so, Dr. Straetmans Chemische Produkte
GmbH shall be entitled to claim a contractual penalty of 50% of the agreed purchase price as lump sum
compensation for the loss or damage arising from non-payment or late payment. Furthermore, we reserve the
right to assert further claims to damages should they exceed the amount of the contractual penalty.
6) Retention of title
We shall retain title to the merchandise until payment in full of all our outstanding claims arising from the
business relationship. If open account arrangements have been made, the retention of title shall serve as
security for the balance due to us, but the purchaser shall remain entitled to dispose of the purchased
merchandise in the normal course of their business activities.
As security for our claims, the purchaser hereby assigns to us all claims against third parties arising from the
resale of the merchandise. Until cancellation or the discontinuation of their payments to us, the purchaser is
entitled to collect these claims against third parties on our behalf. However, the purchaser is not entitled to make
any other arrangements in this respect, such as collateral assignment or pledging.
The retention of title clause is subject to the resolute condition that, on complete fulfilment of the entire open
claim, ownership of the merchandise to which title was retained transfers to the purchaser. If the value of the
security exceeds that of our claim by more than 10%, on the purchaser’s request we shall release the security of
our choice to a corresponding value.
In the event of defective, late or otherwise imperfect delivery, Dr. Straetmans Chemische Produkte GmbH is
entitled to make a replacement delivery, and the purchaser must grant us a reasonable period for this purpose.
The purchaser shall not have any further right to reduction in price, cancellation or damages until the fruitless
expiry of the additional period they have granted. Furthermore, the purchaser shall only be entitled to cancel the
contract if, after the fruitless expiry of the first additional period, they grant Dr. Straetmans Chemische Produkte
GmbH a further additional period and Dr. Straetmans Chemische Produkte GmbH was prevented from
complying with the first additional period for reasons beyond our control.
8) Seller’s rights
Once the merchandise has been made available for collection, if the purchaser fails to take receipt of it within
the agreed period, we shall be entitled to sell the uncollected merchandise and shall only be obliged to take the
proceeds of said sale into account when calculating the damages to which we are entitled if said sale was
possible in the normal course of business and without incurring any special expense.
9) Limitation on liability
Unless expressly laid down here, we disclaim any right on the purchaser’s part to claim damages on grounds of
contractual or non-contractual liability.
Dr. Straetmans Chemische Produkte GmbH is not liable for damages in the event of defective delivery, late
delivery or complete failure to deliver to the purchaser, provided said deficiency is due to a deficiency in
deliveries to Dr. Straetmans Chemische Produkte GmbH by third parties on grounds for which we are not
culpable. In this event, Dr. Straetmans Chemische Produkte GmbH and the purchaser shall be entitled to cancel
the contract, though for the purchaser only in compliance with the provisions regarding additional periods laid
down in Clause 6.
In other respects, Dr. Straetmans Chemische Produkte GmbH is only liable if we act with malice or in grossly
negligent fashion. In the event of minor negligence, we shall only be liable in the event of the breach of material
contractual conditions, and our liability is then limited to the extent of the foreseeable loss or damage. Said
extent will be set as the total agreed purchase price. However, the purchaser reserves the right to demonstrate
the existence of greater foreseeable loss or damage.
10) Place of performance and applicable law
The place of performance with respect to payments is the registered office of Dr. Straetmans Chemische
All contractual relationships are governed by German law. In the event of any disputes with business people or
with persons who have no general place of jurisdiction in Germany, the parties hereby agree to designate
Hamburg as the place of jurisdiction.
However, Dr. Straetmans Chemische Produkte GmbH is also entitled to take legal action against the purchaser
at the purchaser’s general place of jurisdiction.
International UN sales law (CISG) does not apply.
11) Concluding clause
The inoperability of any individual provision contained in these terms and conditions or in any contract entered
into with the purchaser shall not affect the validity of the other provisions hereof/thereof. Rather, any such
inoperable provision shall be replaced with a provision that matches the intended commercial purpose (of the
inoperable provision) as closely as possible. Both contracting parties undertake to make any declarations
necessary to this end.
Dr. Straetmans Chemische Produkte GmbH