General Terms and Conditions of Business, Sale, and Delivery
of BECE Leiterplatten-Chemie GmbH

§1 Scope of Application

1. The following General Terms and Conditions form the basis of all declarations by BECE Leiterplatten-Chemie GmbH (hereinafter: BECE) aimed at concluding a contract, in particular offers, order acceptances, as well as deliveries and services. Only these General Terms and Conditions of BECE shall apply. Conflicting general terms and conditions or purchasing conditions of the contractual partner shall only apply if BECE has expressly agreed to them in writing. Sellers, intermediaries, or sales representatives of BECE are not authorized to make such statements or confirmations.
2. These terms and conditions also apply if BECE, with knowledge of conflicting or deviating terms and conditions of the contractual partner, executes deliveries or services to the contractual partner without reservation. The extent of the ordered or offered deliveries or services (hereinafter: goods) shall be determined solely by the mutual written declarations. If any clause or part of a clause in these General Terms and Conditions of Business, Sale, and Delivery is invalid for any reason, the statutory regulation shall apply in its place.
3. Instructions from the contractual partner during order execution shall only become legally binding if they are given to BECE in writing and confirmed by BECE in writing.
4. If declarations by the parties under these terms and conditions require the written form, such declarations must be signed by the issuer in handwriting and sent to the respective other party.
   

§2 Prices and Payment Terms

1. Unless otherwise specified in the order confirmation, BECE’s prices apply “ex works,” including packaging. Freight costs are listed separately on the invoice in accordance with §3 and are charged separately.
2. Statutory value-added tax (VAT) is not included in BECE’s prices; it is listed separately on the invoice at the statutory rate applicable on the invoice date.
3. Unless otherwise stated in the order confirmation or other payment terms have been explicitly and in writing agreed upon, payment is due net (without deduction) within 30 days from the invoice date.
4. The contractual partner must make payments at their own expense to BECE’s account. Payment is considered fulfilled when the amount is definitively credited to BECE’s account.
5. The contractual partner is only entitled to offset claims if they are legally established, undisputed, or recognized by BECE. Rights of retention may only be exercised if the counterclaim is based on the same contractual relationship.

§3 Shipping and Transfer of Risk

1. BECE reserves the right to determine the shipping route and method at its reasonable discretion.
2. The risk for the goods passes to the contractual partner upon delivery to the carrier or freight forwarder, regardless of whether the carrier is appointed by BECE or the contractual partner, unless otherwise agreed by the parties. The same applies if BECE has borne the transport costs or handled the transport itself. In such cases, BECE is only liable for gross negligence or intentional misconduct by its legal representatives or agents.
3. At the request of the contractual partner, BECE will arrange transport insurance for the delivery. The associated costs shall be borne by the contractual partner.

§4 Delivery Time

1. The delivery dates and deadlines provided by BECE are non-binding unless explicitly agreed otherwise in writing.
2. Partial deliveries are permissible provided they are reasonable for the contractual partner.
3. In the event that BECE delays its performance, BECE is not liable for any damages caused by the delay.
4. Paragraph (3) does not apply if BECE acts intentionally.
5. Force majeure of any kind, unforeseen disruptions to traffic, operations, or shipping, fire damage, floods, unforeseen shortages of labor, energy, raw materials, or auxiliary materials, strikes, lockouts, official orders, or other obstacles beyond the control of the obligated party that reduce, delay, prevent, or render the production, shipment, acceptance, or consumption unreasonable, release the obligated party from its duty to perform for the duration and extent of the disruption. BECE is not liable for damages resulting from such circumstances.
6. The obligated party must inform the other party promptly of the occurrence of a circumstance described in §4(5). The obligated party may only withdraw from the contract if the circumstance described in §4(5) is not temporary and any considerations already provided are returned upon withdrawal.

§5 Packaging

1. Unless otherwise stated in the offer or order confirmation, delivery is agreed to be “ex works.”
2. Packaging will only be taken back if separate written agreements have been made, or if mandatory legal provisions require otherwise.

§6 Warranty

1. All quantity, measurement, and weight specifications are subject to customary commercial tolerances.
2. For chemicals and other consumables, BECE only guarantees their composition, such as compliance with formulas or specified ISO standards, unless BECE provides additional written assurances or guarantees in individual cases. Beyond this, BECE only warrants that the delivered goods are suitable for the use specified in the contract. Damages resulting from non-compliance with usage or processing instructions or from other acts of carelessness—even slight negligence—in handling the product are not covered by BECE. Suitability for the contractual use is guaranteed only if the contractual partner provides BECE with one or more sample items, BECE conducts a trial series in its laboratory, and subsequently issues instructions for processing or use. If the contractual partner fails to carefully follow the provided instructions or uses a material differing from the tested sample, resulting in unsatisfactory processing outcomes, BECE’s warranty is excluded. The contractual partner is obligated to document and retain records of the process flows and conditions underlying the processing.
3. The buyer must inspect the goods immediately upon receipt and promptly report any defects in writing. Obvious defects in the delivered goods must be reported to BECE immediately upon delivery, and hidden defects must be reported immediately upon discovery. Complaints regarding defective or damaged packaging must be reported directly to the carrier, freight forwarder, or other delivery agent at the time of delivery; the recipient’s signature on transport documents confirms that the goods were delivered without defects due to faulty or damaged packaging. In such cases, BECE is released from liability for such defects. If packaging defects were not visible upon delivery (e.g., bottles in a box, seals), they must be reported in writing within 7 days of delivery to the recipient. The timeliness of the complaint is determined by its receipt by BECE. Other defects must be reported immediately, no later than 7 days after becoming aware of them, in writing.

4. If a defect exists, BECE has the right to choose between remedying the defect or providing a replacement. The buyer may only demand a replacement delivery, and the defective goods must be made available to BECE.
5. In the case of defect rectification, BECE is obliged to bear all necessary expenses for the purpose of remedying the defect, especially transportation, travel, labor, and material costs, provided these are not increased because the contractual item was moved to a location other than the place of performance.
6. If the rectification or replacement delivery fails, the contractual partner is entitled, at their discretion, to demand a withdrawal from the contract or a reduction in price. Rectification is considered failed only after the second unsuccessful attempt, provided the contractual partner has fulfilled their obligations to cooperate. BECE does not assume liability for consequential damages.
7. BECE is liable under statutory provisions if the contractual partner asserts claims for damages based on intentional or grossly negligent conduct by BECE. BECE is not liable for minor negligence by its legal representatives or agents.
8. BECE is liable under statutory provisions if it culpably breaches a significant contractual obligation; in such cases, liability for damages is limited to foreseeable, typically occurring damages/losses. The compensation for such damages is limited in amount to the payout claim against BECE’s liability insurance for the occurrence of an insured event.
9. Statutory liability for culpable injury to life, body, or health is not affected by the above provisions; this also applies to mandatory liability under the Product Liability Act.
10. Unless otherwise stated above, liability is excluded.
11. The limitation period for defect claims, including consequential damages, is 6 months from the transfer of risk. The limitation period for recourse claims under §§478, 479 BGB remains unaffected; it is five years from the delivery of the defective item.

§7 General Liability

1. Liability for damages beyond the scope outlined in §6 is excluded, regardless of the legal nature of the claim. This exclusion applies particularly to claims for damages due to breaches of duty at the time of contract formation, other breaches of obligations, or tort claims for compensation of property damage under §823 BGB.
2. This limitation also applies if the contractual partner does not claim damages in lieu of performance but instead demands reimbursement of futile expenses. To the extent that BECE’s liability for damages is excluded or limited, this also applies to the personal liability of its employees, representatives, or agents.

§8 Retention of Title

1. All deliveries of goods and items are made under retention of title (reserved goods). Ownership is transferred to the buyer only after all obligations between the buyer and BECE, as well as any affiliated companies of BECE—including those from a current account—have been fully settled.
2. The buyer is entitled to resell, process, or transform the goods in the course of ordinary business operations; however, the goods may not be pledged or transferred by way of security. The contractual partner must notify BECE immediately in writing of any seizures or other interventions by third parties to allow BECE to file a lawsuit under §771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse BECE for the judicial and extrajudicial costs of such a lawsuit under §771 ZPO, the contractual partner is liable for the loss incurred by BECE.

§9 Jurisdiction and Place of Performance

1. For all disputes related to sales or deliveries under the foregoing terms, the local jurisdiction of the court responsible for Mainz is agreed upon. This agreement does not prevent BECE GmbH from bringing an action before a court responsible for the buyer. All sales and deliveries under these terms are subject to the law of the Federal Republic of Germany.
2. The place of performance is Rheinböllen/Undenheim, Germany.

BECE Leiterplatten-Chemie GmbH
Staatsrat-Schwamb-Strasse 148
D-55278 Undenheim, Germany
Tel.: +49 (0) 6737 / 71 01 46
Fax: +49 (0) 6737 / 71 01 48

BECE Leiterplatten-Chemie GmbH
Industriepark Soonwald 12
D-55494 Rheinböllen, Germany
Tel.: +49 (0) 6764 / 303 178-0
Fax: +49 (0) 6764 / 303 178-13