General Terms and Conditions of Purchase (AGB-E)

for use (“B2B”) under

Entrepreneurs, legal entities under public law and special funds under public law

– hereinafter referred to as “Seller” –

and

Gebrüder Dorfner GmbH & Co KG (Hirschau, Germany)

resp.

Dorfner Analysis Center and Plant Planning Company (Hirschau, Germany)

– in each case hereinafter referred to as “Buyer”

§ 1 General, scope of application

1. These General Terms and Conditions of Purchase apply to contracts for all purchases of goods, in particular for additives for the refinement of industrial mineral products as well as for tools and items of factory and office equipment, in accordance with the contract concluded between the Seller and the Buyer. These shall therefore also apply to all future business relationships with the Seller, even if they are not expressly agreed again. For long-term business relationships with the Seller, these General Terms and Conditions are the contractual basis and are therefore recognized by the Seller for the entire duration of the business relationship upon conclusion of the first contract, including the following conditions.
2. All subsidiary agreements deviating from the following conditions and agreed with a representative or employee must be confirmed in writing by the Buyer.
3. These GTC-E apply exclusively. Any conflicting terms and conditions are hereby expressly rejected. The Seller waives the assertion of its own general terms and conditions, in particular terms and conditions of sale/delivery. These General Terms and Conditions shall also apply if the Buyer accepts the Seller’s delivery without reservation in the knowledge that the Seller’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.

§ 2 Offer, documents; confirmation REACH and Biocide Regulation

1. The seller is obliged to accept the buyer’s order in text or written form within a period of 2 weeks. The purchase of goods is only concluded with this order confirmation from the seller. A delayed order confirmation shall be deemed to be a new offer by the Seller, which must be expressly accepted by the Buyer in text or written form for the contract to be validly concluded.
2. The Buyer reserves the right of ownership and copyright to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties without the express written consent of the Buyer. They are to be used exclusively for the production of the Buyer’s order. After completion of the order, they must be returned to the Buyer without being requested to do so. They must be kept secret from third parties; in this respect, the provisions of § 10 shall apply in addition.
3. The goods products and raw materials may be products that are subject to the scope of Regulation (EC) No. 1907/2006 (REACH Regulation) on the registration, evaluation, authorization and restriction of chemicals, Regulation (EU) No. 528/2012 (Biocidal Products Regulation) on the making available on the market and use of biocidal products and Regulation (EC) No. 1272/2008 (CLP Regulation) on the classification, labeling and packaging of substances and mixtures. If this is the case for the goods ordered by the Buyer, the Seller warrants that the chemical products concerned are registered in accordance with the REACH Regulation, that the biocidal products are authorized in accordance with the Biocidal Products Regulation and that the requirements of the CLP Regulation are met. At the latest with the order confirmation, the Buyer shall receive written confirmation that these products meet the requirements of the aforementioned regulations, including all applicable amendments and implementing provisions, and that the Seller ensures that these requirements will continue to be met.

§ 3 Prices, terms of payment

1. The price stated in the order is binding. Unless otherwise agreed in writing, the terms of delivery and payment shall be “free domicile” (in accordance with Incoterms 2020, hence DDP, Delivered Duty Paid), i.e. transportation, packaging, insurance and customs costs shall be borne by the Seller and included in the price. The return of packaging requires special agreement.
2. The prices are net prices. However, the statutory VAT is included in the gross price of the order.
3. Invoices can only be processed by the Buyer if they – in accordance with the specifications in the order – state the order number shown. The seller shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
4. Unless otherwise agreed in writing, the Buyer shall pay the purchase price within 14 days of delivery and receipt of the invoice with a 3% discount or within 30 days of receipt of the invoice.
5. The Buyer shall be entitled to set-off and retention rights to the extent permitted by law without any aggravation of the assertion. Furthermore, the right of set-off is not limited to undisputed or legally established claims of the Buyer.

§ 4 Delivery, delay in delivery; documents

1. The delivery time specified in the order is binding. If the seller has not delivered within this period, he is in default of delivery. The seller shall not be in default as long as delivery is not made due to circumstances for which he is not responsible.
2. The seller is obliged to inform the buyer immediately in text form or in writing if circumstances arise or become apparent to him which indicate that the delivery time stipulated in the order cannot be met. The burden of proof of receipt of this notification shall be borne by the Seller.
3. In the event of a delay in delivery, the buyer shall be entitled to the statutory claims. In particular, the buyer is entitled to demand compensation instead of performance and withdrawal after the fruitless expiry of a reasonable period.
4. Unless otherwise agreed in writing, delivery shall be “free domicile” (in accordance with Incoterms 2020, hence DDP, Delivered Duty Paid).
5. The seller must ensure that the transportation documents required for the delivery are correct and complete, especially if the goods are dangerous. The seller is obliged to state the exact order number of the buyer on all transport documents and delivery bills. If he fails to do so, the Buyer shall not be responsible for any resulting delays in delivery processing and accounting.

§ 5 Inspection for defects, liability for defects

1. The Buyer is obliged to inspect the goods within an immediate period for any quality and quantity deviations and to notify the Seller immediately of any obvious defects. The complaint is deemed to have been made in good time if it is received by the seller within a period of 7 days, or 10 days in the case of deliveries from other EU countries, or 15 days in the case of deliveries from non-EU countries, calculated from receipt of the goods. If a defect only becomes apparent later (so-called hidden defect), these notification periods shall apply from the time of discovery of the defect.
2. The Buyer shall be entitled to the full statutory claims for defects. In any case, the Buyer shall be entitled to demand, at his discretion, that the Seller remedy the defect (rectification) or deliver a new item (subsequent delivery). If rectification is to be carried out, the rectification shall be deemed to have failed after the first unsuccessful attempt at rectification. The right to compensation, in particular the right to compensation in lieu of performance, is expressly reserved. The buyer shall also be entitled to withdraw from the contract and claim damages for (full) performance in the event of only insignificant deviations from the agreed quality or only insignificant impairment of usability.
3. The warranty period is 36 months, calculated from the transfer of risk. This limitation period shall begin anew with regard to the defect causing the subsequent performance upon completion of the subsequent performance measure. Longer statutory limitation periods shall remain unaffected, as shall further provisions on the suspension of expiry, suspension and recommencement of periods.

§ 6 Product liability, indemnification, liability insurance cover

1. Insofar as the Seller is responsible for product damage, he shall be obliged to indemnify the Buyer against claims for damages by third parties upon first written request insofar as the cause lies within his sphere of control and organization and he himself is liable in relation to third parties. Furthermore, the Seller shall indemnify the Buyer against all claims asserted by a customer of the Buyer on the basis of advertising statements made by the Seller, the manufacturer within the meaning of Section 4 (1) and (2) of the Product Liability Act or an assistant of the Seller or manufacturer and which would not exist or would not exist in this amount without the advertising statement. The latter applies regardless of whether the advertising statement is made before or after the conclusion of the purchase transaction between the seller and the buyer.
2. Within the scope of its liability for cases of damage within the meaning of § 6 para. 1, the Seller shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall campaign carried out by the Buyer. The Buyer shall inform the Seller of the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give him the opportunity to comment. Other statutory claims remain unaffected.
3. The seller undertakes to maintain product liability insurance with a lump sum cover of € 10 million per personal injury/property damage.

§ 7 Prohibition of assignment

1. The seller may only assign claims arising from this purchase contract or have them collected by third parties with the consent of the buyer. This shall not apply if the seller has effectively agreed to an extended reservation of title.

§ 8 Property rights of third parties

1. The Seller warrants that no third-party property rights are infringed in connection with his delivery.
2. However, if a claim is made against the Buyer by a third party for infringement of its industrial property rights, the Seller shall be obliged to indemnify the Buyer against such claims upon first written request.
3. The seller’s obligation to indemnify relates to all expenses necessarily incurred by the buyer from or in connection with the claim by a third party, including the reasonable costs incurred for legal defense. All further rights and claims for damages of the Buyer remain unaffected by this.
4. The aforementioned warranty obligations of the seller shall not apply if and to the extent that the seller is not responsible for the infringement in question.

§ 9 Retention of title in case of provision, tools

1. If the Buyer provides the Seller with objects of any kind, these shall remain the property of the Buyer. They may only be used for the provision of the ordered deliveries and services.
2. Processing or transformation by the seller is carried out for the buyer. If the Buyer’s reserved goods are processed with other items not belonging to the Buyer, the Buyer shall acquire co-ownership of the new item in the ratio of the value of the Buyer’s item (purchase price plus VAT) to the other processed items at the time of processing.
3. If the item provided by the Buyer is inseparably mixed with other items not belonging to the Buyer, the Buyer shall acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the seller’s item is to be regarded as the main item, it is agreed that the seller shall transfer co-ownership to the buyer on a pro rata basis; the seller shall hold the sole ownership or co-ownership for the buyer.
4. The Buyer shall retain title to its tools. The seller is obliged to use the tools exclusively for the manufacture of the goods ordered by the buyer. The Seller is obliged to insure the tools belonging to the Buyer at replacement value against fire, water damage and theft at its own expense and to provide evidence of this to the Buyer on request. At the same time, the Seller hereby assigns to the Buyer all claims for compensation arising from this insurance. The Buyer hereby accepts the assignment. The Seller shall be obliged to carry out any necessary maintenance and inspection work on the Buyer’s tools as well as all servicing and repair work at its own expense and in good time. He must notify the Buyer immediately of any malfunctions. If he culpably fails to do so, claims for damages shall remain unaffected.
5. Insofar as the security interests to which the Buyer is entitled pursuant to para. 1. to para. 3. exceed the purchase price of all goods subject to retention of title belonging to the Buyer and not yet paid for by more than 10%, the Buyer shall be obliged to release the security interests at the Seller’s request at the Buyer’s discretion.

§ 10 Secrecy

1. The Seller is obliged to keep all illustrations, drawings, calculations and other documents received, as well as commercial and technical information not generally known, strictly confidential and to use them exclusively for the provision of the deliveries and services ordered. They may only be disclosed to third parties with the express consent of the Buyer. Any carriers of the purchased goods shall be obligated accordingly. The confidentiality obligation shall also apply after the completion of this contract.

§ 11 Place of jurisdiction, place of performance, applicable law

1. If the Seller is a merchant, the District Court of Amberg, Germany, shall be the exclusive place of jurisdiction. However, the buyer is also entitled to sue the seller at his place of business.
2. Unless otherwise stated in the order (e.g. delivery address), the Buyer’s place of business shall be the place of performance for the Seller’s deliveries and services.
3. German law shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

Version 2025-11