All supplies and the services associated with them shall be provided exclusively based on these General Conditions of Sale. References made by Buyer to his general terms and conditions are hereby rejected. These General Conditions of Sale shall also apply to all future business. Deviation from these General Conditions of Sale require the explicit written approval of Ecore Group (hereinafter "Seller").

Seller's quotations are not binding. The contract is concluded by Buyer's order (offer) and by Seller's acceptance. In case the acceptance differs from the offer, such acceptance constitutes a new non-binding offer of Seller.

3.1 Unless otherwise agreed, the quality of the goods is exclusively determined by Seller's product specifications.

3.2 The properties of specimens and samples are binding only insofar as they have been explicitly agreed to define the quality of the goods.

3.3 Quality and shelf-life data as well as other data constitute a guarantee only if they have been agreed and designated as such.

Any advice rendered by Seller is given to the best of Seller's knowledge. Any advice and information with respect to suitability and application of the goods shall not relieve Buyer from undertaking his own investigations and tests.

The weight or quantities upon departure shall form the basis for calculation of the sales price. Seller’s prices include packaging (except for packaging, which is supplied by way of lending) plus value-added tax at the statutory rate, if applicable. If Seller's prices or Seller's terms of payment are generally altered between the date of contract and dispatch, Seller may apply the price or the terms of payment in effect on the date of dispatch. In the event of a price increase, Buyer is entitled to withdraw from the contract by giving notice to Seller within 14 days after notification of the price increase.

Delivery shall be effected as agreed in the contract. General Commercial Terms shall be interpreted in accordance with the INCOTERMS in force on the date the contract is concluded, unless specifically agreed otherwise.

Notice of claims arising out of damage in transit must be lodged by Buyer directly with the carrier within 3 days after delivery in writing and Seller shall be provided with a copy thereof.

Unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.

9.1 Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations. Unless otherwise agreed, our invoices are due immediately upon receipt and to be paid within the credit period as defined on the invoice.

9.2 In the event of a default in payment by Buyer, Seller is entitled to charge interest on the amount outstanding at the rate of 8 percentage points above the base interest rate announced by the Central Bank at the time payment is due.

10.1 Seller must be notified of any defects that can be discovered during routine inspection immediately upon receipt of the goods; other defects must be notified immediately after discovery within a period of one month after delivery at the latest. Notification must be in writing and must precisely describe the nature and extent of the defects.

10.2 If the goods are defective and Buyer has duly notified Seller in accordance with item 10.1, Buyer has its statutory rights, provided that: Seller has the right to choose whether to remedy the defect or supply Buyer with non-defective replacement goods.

11.1 Seller shall be generally liable for damages in accordance with the law under the following restrictions: claims for compensation by the Buyer irrespective on the legal cause, which are based on slight negligence of Seller and do not concern a fundamental obligation are excluded if Seller has not accepted a specific warranty. A fundamental obligation is an obligation whose fulfilment forms the basis for a proper execution of the contract and on whose fulfillment the Buyer has typically relied on and may rely on. In the event of a simple negligent violation of fundamental contractual obligations, however, Seller's liability shall be limited to compensation for typical, foreseeable losses. In the event of a simple negligent violation of non-fundamental contractual obligations, Seller shall not be liable. The foregoing limitations on liability do not apply to damage to life, body, or health.

11.2 Seller is not liable to Buyer in case of impossibility or delay in the performance of its supply obligations if the impossibility or the delay is due to orderly compliance of regulatory and legal obligations in connection with the Chemicals Regulation being triggered by Buyer.

Buyer may only set off claims from Seller against an undisputed or adjudicated counterclaim.

If there are reasonable doubts as to Buyer's ability to pay, especially if Buyer is in default of payment, Seller may, subject to further claims, revoke agreed credit periods and make further deliveries dependent on the provision of sufficient security.

14.1 Simple Retention of Title

Title to the goods delivered shall not pass to Buyer before the purchase price has been paid in full.

14.2 Expanded Retention of Title

In case Buyer has paid the purchase price for the goods delivered but not yet completely fulfilled other debts arising out of his business relationship with Seller, Seller retains, in addition, title to the goods delivered until all such outstanding debts have been completely paid.

14.3 Retention of Title with processing clause

In the event Buyer processes the goods delivered by Seller, Seller shall be considered manufacturer and shall directly acquire sole title to the newly produced goods. If the processing involves other materials, Seller shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the goods delivered by Seller to the invoice value of the other materials.

14.4 Retention of Title with combination and blending clause

If the goods delivered by Seller are combined or blended with material owned by Buyer, which has to be considered the main material, it is deemed to be agreed that Buyer transfers to Seller the joint title to such main material in the proportion of the invoice value of the goods delivered by Seller to the invoice value (or, if the invoice value cannot be determined, to the market value) of the main material. Buyer holds in custody for Seller any sole or joint ownership originating therefrom at no expense for Seller.

14.5 Right of Access/Disclosure

At the request of Seller, Buyer shall provide all necessary information on the inventory of goods owned by Seller and on the claims assigned to Seller. Furthermore, at the request of Seller, Buyer shall identify on the packaging Seller’s title to the goods and shall notify its customers of the assignment of the claims to Seller.

14.6 Late Payment

In the event of late payment by Buyer, Seller is entitled, without rescinding the sales agreement and without granting a period of grace, to demand the temporary surrender of the goods owned by Seller at Buyer's expense.

To the extent any incident or circumstance beyond the Seller's control (including natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, acts of government), reduces the availability of goods from the plant from which the Seller receives the goods such that Seller cannot fulfill its obligations under this contract (taking into account on a pro rata basis other supply obligations), Seller shall (i) be relieved from his obligations under this contract to the extent Seller is prevented from performing such obligations and (ii) have no obligation to procure goods from other sources. The first sentence does also apply to the extent such incident or circumstance renders the contractual performance commercially useless for Seller over a long period or occurs with suppliers of Seller. If the aforementioned occurrences last for a period of more than 3 months, Seller is entitled to withdraw from the contract without the Buyer having any right to compensation.

Regardless of the place of delivery of goods or documents, the place of payment shall be Seller's place of business.

Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.

Any dispute arising out of or in connection with this contract hall be heard, at Seller's option, at the court having jurisdiction over Seller's principal place of business or Buyer's principal place of business.