General Terms and Conditions of CPH Adhesives GmbH

1. Scope

These General Terms and Conditions ("GTC") apply to all current and future business relationships between CPH Adhesives GmbH ("Seller") and its customers ("Buyer"). Deviating, conflicting, or supplementary terms and conditions of the Buyer shall not become part of the contract unless their validity is expressly agreed upon in writing. Individual agreements take precedence over these GTC in accordance with § 305b BGB, provided they are made in writing.

2. Conclusion of Contract

All offers made by the Seller are non-binding and subject to change (§ 145 BGB). A contract is only concluded upon written order confirmation by the Seller or by the actual delivery of the ordered goods (§ 147 BGB). Oral side agreements or amendments require written confirmation by the Seller to be effective. Technical modifications as well as changes in form, color, or weight are reserved within reasonable limits (§ 241 BGB).

3. Prices and Payment

All prices are stated in euros, plus the applicable statutory VAT (§ 1 UStG). Prices are ex works unless otherwise agreed
(EXW according to Incoterms 2020). Additional costs such as packaging, transport, and insurance will be charged separately. Payments are due within 14 days from the invoice date without deductions unless otherwise agreed (§ 286 BGB). In case of late payment, the Seller is entitled to charge default interest at a rate of 9 percentage points above the base interest rate (§ 288 para. 2 BGB). Further claims for damages remain
unaffected.

4. Delivery and Transfer of Risk

Delivery dates and deadlines are only binding if expressly agreed in writing (§ 271 BGB). Delivery is ex works at the Buyer's risk (§ 447 BGB).
The risk passes to the Buyer upon handover of the goods to the freight forwarder, carrier, or other transport personnel. If the shipment is delayed for reasons attributable to the Buyer, the risk passes upon notification of readiness for dispatch. Partial deliveries are permissible as long as they are reasonable for the Buyer (§ 266 BGB).

5. Retention of Title

The delivered goods remain the property of the Seller until full payment of all claims arising from the business relationship (§ 449 BGB).
The Buyer is entitled to resell the goods in the ordinary course of business but hereby assigns all claims in the amount of the invoice total to the Seller (§ 398 BGB). The Seller accepts this assignment. In the event of a breach of contract by the Buyer, particularly in case of default in payment, the Seller is entitled to reclaim the goods (§ 323 BGB).

6. Warranty and Liability

The Buyer must inspect the goods immediately upon receipt and report any defects in writing within 7 days (§ 377 HGB). Hidden defects must be reported immediately upon discovery. In the event of justified complaints, the Seller may choose to provide repair or replacement (§ 439 BGB).
If subsequent performance fails, the Buyer may demand withdrawal or reduction in accordance with statutory provisions (§ 437 BGB). The Seller's liability is limited to intent and gross negligence unless mandatory statutory provisions provide otherwise (§ 276 BGB).

7. Data Protection

Personal data is processed exclusively for order fulfillment and customer support in compliance with applicable data protection laws, particularly the GDPR and the BDSG. The Buyer has the right to access, rectify, or delete stored data at any time, provided that no legal retention obligations oppose this (§ 17 GDPR).

8. Jurisdiction and Applicable Law

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG, Art. 6). The place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of CPH Adhesives GmbH, provided the Buyer is a merchant, a legal entity under public law, or a special fund under public law (§ 38 ZPO). However, the Seller is also entitled to bring action against the Buyer at their general place of jurisdiction.

9. Final Provisions

If individual provisions of these GTC are or become invalid, the validity of the remaining provisions shall remain unaffected (§ 306 BGB). Amendments or additions to these GTC must be made in writing (§ 126 BGB). This also applies to the waiver of the written form requirement.

CPH Adhesives GmbH
Effective: 01.04.2025