General Terms and Conditions of Sale of COMA Additive GmbH, Osnabrück

1. Scope of Application

1.1 These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (“Buyers”).

1.2 Our General Terms and Conditions of Sale apply exclusively. Any differing, conflicting, or supplementary terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of express agreement also applies if the Buyer refers to its own terms and conditions in the order and we have not expressly objected to them.

1.3 These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code). Unless otherwise agreed, these General Terms and Conditions of Sale, in the version valid at the time of the buyer’s order or in the version last communicated to the buyer in writing, shall also apply as a framework agreement to similar future contracts without us, as the seller, having to refer to them again on a case-by-case basis.

1.4 Individual agreements made with the buyer in specific cases (including collateral agreements, amendments, and modifications) and information in our order confirmation shall take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

1.5 Legally relevant declarations and notices from the buyer regarding the contract (e.g., notices of defects, setting deadlines, withdrawal, or price reduction) must be submitted in writing (letter, email). Further statutory form requirements and additional evidence (if necessary, in case of doubt regarding the declarant’s authorization) remain unaffected.

1.6 Where references are made to the applicability of statutory provisions, it should be noted that these are for clarification purposes only. The statutory provisions apply – even if no such clarification is provided – to the extent that they are not modified or excluded by these General Terms and Conditions of Sale.

2. Offer and Conclusion of Contract

2.1 Our offers are subject to change and non-binding. This also applies if we have provided the buyer with product descriptions or documents (including in electronic form).

2.2 The buyer’s order constitutes a non-binding offer to enter into a contract pursuant to Section 145 of the German Civil Code (BGB). Unless otherwise stated in the order, we are entitled to accept this offer within two weeks of its receipt.

2.3 Acceptance of the offer by the buyer is declared in writing by means of an order confirmation sent to the buyer.

3. Prices and Payment Terms

3.1 Unless otherwise agreed in writing in a specific case, our prices valid at the time of conclusion of the contract apply ex works, plus statutory value added tax.

3.2 Payment of the purchase price must be made exclusively to the account specified. Deduction of a discount is only permissible with a separate written agreement.

3.3 Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, even within the context of an ongoing business relationship, we are entitled at any time to require prepayment for all or part of the delivery. We will declare such a reservation no later than with the order confirmation.

3.4 The buyer is in default if the aforementioned payment period expires. During the period of default, the purchase price shall accrue interest at the applicable statutory default interest rate pursuant to Section 288 Paragraph 2 of the German Civil Code (BGB), amounting to nine percentage points above the respective base interest rate. We reserve the right to claim further damages for default. With respect to merchants, our right to commercial default interest pursuant to Section 353 of the German Commercial Code (HGB) remains unaffected.

3.5 If, after conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is jeopardized due to the buyer’s lack of ability to perform (e.g., by filing for insolvency proceedings), we are entitled to refuse performance in accordance with statutory provisions and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB).

4. Rights of Retention

The buyer is entitled to set-off or retention rights only if their claim has been legally established or is undisputed, and their counterclaim is based on the same contractual relationship. In the event of defects occurring during delivery, the buyer’s counterclaims, in particular those pursuant to clause 8.5 sentence 2 of these General Terms and Conditions of Sale, remain unaffected.

5. Delivery Period and Delay in Delivery

5.1 The delivery period will be agreed upon individually or specified by us upon acceptance of the order.

5.2 If we are unable to meet contractually agreed delivery periods for reasons beyond our control, we will inform the buyer of this circumstance immediately and simultaneously provide the expected or new delivery period. If delayed delivery cannot be made even within the newly announced delivery period due to the unavailability of the goods, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any consideration already provided by the buyer (in the form of the purchase price payment). The unavailability of the service exists, for example, if our supplier fails to deliver to us on time, if other disruptions occur in the supply chain (e.g., due to force majeure), or if we are not obligated to procure the goods in a specific case.

5.3 Whether we, as the seller, are liable for a delay in delivery is determined by the applicable statutory provisions. However, a delay in delivery on our part as the seller requires a formal demand for payment from the buyer. In the event of a delay in delivery, the buyer may claim liquidated damages for the delay. The liquidated damages amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not exceeding a total of 5% of the delivery value of the goods delivered late. We reserve the right to provide evidence that the buyer has incurred no damage or only less damage than the aforementioned liquidated damages.

5.4 The rights of the buyer pursuant to clause 9 of these General Terms and Conditions of Sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

6. Delivery, Transfer of Risk, Acceptance, Default of Acceptance

6.1 Delivery is ex works. The warehouse is also the place of performance for delivery and the place for any subsequent performance. The buyer may have the goods delivered to a different destination (sale by dispatch). If nothing has been contractually agreed, we may determine the method of shipment (packaging, shipping route, carrier).

6.2 Upon handover of the goods to the buyer, the risk of accidental loss or accidental damage passes to the buyer. In the case of a sale by dispatch, the risk of accidental loss or accidental damage to the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the carrier or freight forwarder. If acceptance of the goods is contractually agreed upon, this is decisive for the transfer of risk. Further statutory provisions of the law of contracts for work and services remain unaffected. Handover or acceptance of the goods is deemed to have occurred if the buyer is in default of acceptance.

6.3 If the buyer is in default of acceptance or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to compensation from the buyer for the resulting damages, including additional expenses (e.g., storage costs). In such cases, we will invoice the buyer for a flat-rate compensation of EUR 100.00 per calendar day (starting from the delivery deadline or, if no delivery deadline is specified, from the notification of the goods being ready for shipment). Our statutory rights (reimbursement of additional expenses, reasonable compensation, termination) and the right to prove higher damages remain unaffected.

6.4 The right to prove higher damages and our statutory rights (in particular, reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the flat-rate compensation will be credited against any further monetary claims. The buyer reserves the right to prove that we have incurred no damage at all or only significantly less damage than the aforementioned flat-rate compensation.

7. Retention of Title

7.1 We retain title to the delivered goods until full payment of all our current and future claims arising from the purchase agreement and any ongoing business relationship (secured claims).

7.2 Until full payment of the secured claims has been received, the goods subject to retention of title may neither be pledged to third parties nor transferred as security. The buyer must notify us immediately in writing if an application for the commencement of insolvency proceedings is filed or if third parties seize the goods belonging to us (e.g., attachments). If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the buyer is liable for the resulting loss.

7.3 In the event of a breach of contract by the buyer, in particular in the event of non-payment of the purchase price when due, we are entitled, in accordance with statutory provisions, to withdraw from the contract and/or demand the return of the goods based on our retention of title. The demand for return of the goods does not simultaneously constitute a declaration of withdrawal from the contract; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw from the contract. If the buyer fails to pay the purchase price due, we must have unsuccessfully set the buyer a reasonable deadline for payment before asserting these rights. This applies only if setting such a deadline is not unnecessary under statutory provisions.

7.4 Until further notice pursuant to clause 7.4.c, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:
a) Products resulting from the combination, mixing, or processing of our goods are subject to retention of title to their full value, with us being considered the manufacturer. In the event that, in the case of combination, mixing, or processing with goods belonging to third parties, their ownership rights remain in effect, we acquire co-ownership in proportion to the invoice values ​​of the combined, mixed, or processed goods. Furthermore, the same provisions apply to the resulting product as to the goods delivered under retention of title. The buyer also assigns to us, as security, any claims against third parties arising from the incorporation of the goods subject to retention of title into real property. In this case, we accept the assignment.
b) The buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or products, up to the total amount of the final invoice total agreed with us (including VAT), either in full or to the extent of our potential co-ownership share as per clause 7.4.a. We accept this assignment. The buyer’s obligations set forth in clause 7.2 also apply with respect to the assigned claims.
c) The buyer remains authorized to collect the receivables alongside us. As long as the buyer fulfills its payment obligations to us, there is no indication of the buyer’s inability to pay, and we do not assert our retention of title by exercising a right pursuant to clause 7.3, we undertake not to collect the receivables. If we exercise a right pursuant to clause 7.3, we may demand that the buyer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, we are entitled to revoke the buyer’s right to resell and process the goods subject to retention of title.
d) If the realizable value of the collateral exceeds our claims by more than 10%, we will release collateral of our choice at the buyer’s request.

7.5 The buyer is obligated to treat the purchased goods with due care as long as title has not yet passed to them.

8. Buyer’s Warranty Claims

8.1 The statutory provisions apply to the buyer’s rights in the event of material defects and defects of title (including incorrect or short deliveries), unless otherwise specified below. This does not affect the buyer’s rights arising from separately issued warranties, in particular those provided by the manufacturer.

8.2 Agreements that we have made with buyers regarding the quality and intended use of the goods regularly form the basis of our liability for defects under the warranty. An agreement on quality includes all product descriptions and manufacturer specifications that are part of the individual contract or that we have made publicly available at the time of conclusion of the contract. If no quality has been agreed upon, the existence of a defect is to be assessed in accordance with Section 434 Paragraph 3 of the German Civil Code (BGB). In this context, it should be noted that publicly made statements by the manufacturer in the context of advertising or on the product label take precedence over statements by other third parties.

8.3 We are not liable for defects that the buyer knew about at the time of conclusion of the contract in accordance with Section 442 of the German Civil Code (BGB) or that the buyer failed to know about through gross negligence.

8.4 The buyer’s claims for defects exist only to the extent that the buyer has complied with their statutory obligations to inspect and notify us of defects (Sections 377, 381 of the German Commercial Code (HGB)). If the goods are intended for further processing, an inspection must be carried out immediately before processing. We must be notified in writing without delay if a defect becomes apparent during delivery, inspection, or at a later time. Obvious defects must be reported in writing within 3 business days of delivery, and latent defects within the same period after their discovery. If the buyer fails to fulfill their obligation to properly inspect the goods and/or report defects, our liability for the defect not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions. If the goods were intended for further processing (e.g. in raw material formulations), this also applies if the defect only became apparent after the corresponding processing due to non-compliance or breach of one of these obligations.

8.5 If the delivered goods are defective, we, as the seller, have the right to choose whether to remedy the defect by repair or by delivering a replacement. If the method of remedy chosen by us is unreasonable for the buyer in a particular case, the buyer may refuse it. However, we reserve the right to refuse remedy under the statutory conditions. Furthermore, we are entitled to make our provision of remedy contingent upon the buyer paying the purchase price due. The buyer, however, has the right to withhold a portion of the purchase price that is reasonable in relation to the defect.

8.6 The buyer must grant us the necessary time and opportunity to carry out the required remedy. In particular, the buyer must hand over the item for which a defect has been claimed to be defective to us for inspection purposes. If we deliver a replacement item free of defects, the buyer must return the defective item to us in accordance with the statutory provisions. The buyer is not entitled to a return.

8.7 We will reimburse the expenses necessary for inspection and subsequent performance (transport, labor, and material costs) in accordance with statutory regulations and these General Terms and Conditions of Sale if a defect is found. However, we may demand reimbursement from the buyer for costs incurred due to an unjustified request for rectification of a defect if the buyer knew or should have known that no defect actually existed.

8.8 The buyer has the right to rectify the defect himself and demand reimbursement of the objectively necessary expenses incurred in doing so if there is an urgent need (e.g., in the event of a risk to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if he undertakes the rectification himself. The buyer has no right to rectify the defect himself if we would be entitled to refuse subsequent performance in accordance with statutory regulations.

8.9 The buyer may, in accordance with statutory provisions, withdraw from the purchase agreement or reduce the purchase price if a deadline set by the buyer for subsequent performance has expired without success or is unnecessary according to statutory provisions. However, the buyer is not entitled to withdraw from the contract in the case of a minor defect.

8.10 The buyer’s claims for reimbursement of expenses pursuant to Section 445a Paragraph 1 of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c Sentence 2, 327 Paragraph 5, 327u BGB).

8.11 Claims for damages or claims for reimbursement of futile expenses incurred by the buyer (Section 284 BGB) exist even in the event of a defect only in accordance with Clauses 7 and 8.

9. Statute of Limitations

9.1 Notwithstanding Section 438 Paragraph 1 No. 3 BGB, the general limitation period for claims arising from material defects or defects of title is one year from delivery.

9.2 The limitation period is 5 years from delivery in accordance with the statutory provisions (§ 438 paragraph 1 no. 2 of the German Civil Code (BGB)) if the goods have been used for a building in accordance with their usual purpose and have caused its defectiveness (building material). This applies subject to further special statutory provisions on limitation periods (in particular § 438 paragraph 1 no. 1, paragraph 3, §§ 444, 445b of the German Civil Code (BGB)).

9.3 The aforementioned limitation periods under the law of sales also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period pursuant to §§ 195, 199 of the German Civil Code (BGB) would result in a shorter limitation period in a specific case. Claims for damages by the buyer pursuant to clauses 10.1 and 10.2.a) as well as those under the Product Liability Act shall be subject exclusively to the statutory limitation periods.

10. Other Liability

10.1 Unless otherwise stipulated in these General Terms and Conditions of Sale, including the following provisions, we as the seller are liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.

10.2 Under the principle of liability based on fault, we are liable for damages, regardless of the legal basis, only in cases of intent and gross negligence. In cases of simple negligence, we are liable, subject to statutory limitations of liability (e.g., due diligence in one’s own affairs; minor breach of duty), only:
a) for damages resulting from injury to life, body, or health,
b) for damages resulting from a breach of a material contractual obligation (obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner relies and may rely). In this case, however, our liability is limited to compensation for foreseeable damages that typically occur.

10.3 The limitations of liability arising from clause 10.2 also apply to third parties and to breaches of duty by persons for whose fault we are responsible under statutory provisions. The limitations of liability do not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been given. This also applies to claims by the buyer under the Product Liability Act.

10.4 The buyer may only withdraw from or terminate the contract due to a breach of duty that does not result from a defect if we, as the seller, are responsible for the breach.

10.5 The buyer’s right to terminate the contract (in particular pursuant to Sections 650 and 648 of the German Civil Code (BGB)) is excluded. Otherwise, the statutory requirements and legal consequences apply.

11. Choice of Law and Jurisdiction

11.1 These General Terms and Conditions of Sale and the contractual relationship between us as the seller and the buyer are governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, our registered office in Osnabrück shall be the exclusive, including international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

11.3 We are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Sale or a prior individual agreement, or at the buyer’s general place of jurisdiction. This does not affect any overriding statutory provisions (exclusive places of jurisdiction).

Version: 04/2026