General Terms and Conditions
Terms and Conditions of Sale and Delivery of Rare Chemicals GmbH
Schauenburgerstr. 116  •  24118 Kiel, Germany  •  info@rarechem.de
As of: May 2025
Note: These Terms and Conditions are governed by German law. In case of any discrepancy between the German and English versions, the German version shall prevail.
Section 1  Scope of Application
1. These General Terms and Conditions (hereinafter "GTC") apply to all contracts for the supply of goods and the provision of services concluded between Rare Chemicals GmbH (hereinafter "Rare Chemicals") and the Purchaser (hereinafter "Purchaser").
2. These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Supply to consumers within the meaning of Section 13 BGB does not take place.
3. These GTC apply to the entire business relationship between Rare Chemicals and the Purchaser, even if they are not expressly referred to in subsequent orders or order confirmations.
4. Conflicting, supplementary, or deviating terms and conditions of the Purchaser shall not become part of the contract unless Rare Chemicals has expressly agreed to their applicability in writing. This shall also apply where Rare Chemicals carries out a delivery without reservation in the knowledge of conflicting terms and conditions of the Purchaser.
5. All agreements made between Rare Chemicals and the Purchaser for the purpose of performing a given contract shall be recorded in writing in that contract. Individual agreements made in writing shall take precedence over these GTC.
Section 2  Offer and Formation of Contract
6. Offers by Rare Chemicals are non-binding and subject to change unless they are expressly designated as binding. Orders placed by the Purchaser constitute a binding offer to which the Purchaser is bound for two (2) weeks, unless the Purchaser revokes the order in writing beforehand; revocation is excluded once Rare Chemicals has already dispatched the goods. Rare Chemicals may accept the Purchaser's offer within two (2) weeks by written order confirmation or by dispatching the goods.
7. The contract is formed upon written order confirmation by Rare Chemicals or upon dispatch of the goods. Oral collateral agreements require written confirmation by Rare Chemicals to be effective.
8. Product descriptions, technical data sheets, catalogue and website information do not constitute guarantees or binding specifications of quality unless they are expressly designated as such in writing.
9. Rare Chemicals is entitled at any time to extend, modify, or discontinue individual products from its product range, provided no binding delivery obligations exist for the products concerned.
10. If an order is cancelled or revoked by the Purchaser for reasons not attributable to Rare Chemicals, the Purchaser shall reimburse Rare Chemicals for all costs incurred up to that point.
Section 3  Obligations of the Purchaser
11. The Purchaser is obliged to provide complete and accurate information when placing orders, in particular complete product designations, specifications, quantities, and any special instructions. The Purchaser alone shall be liable for damages arising from incorrect or incomplete information.
12. The Purchaser undertakes to use the delivered products only for the permitted purposes set out in Section 9 and to comply with all applicable laws and regulations.
13. The Purchaser shall indemnify Rare Chemicals against all third-party claims arising from the Purchaser's or its customers' use of the delivered products in breach of contract or in violation of applicable law.
Section 4  Delivery and Delivery Periods
14. Delivery periods and dates shall only be binding if expressly confirmed in writing by Rare Chemicals as binding. Otherwise they are non-binding estimates.
15. The delivery period commences upon dispatch of the order confirmation, but not before receipt of all documents, approvals, and clearances to be provided by the Purchaser, and not before receipt of any agreed advance payment.
16. Rare Chemicals is entitled to make partial deliveries to the extent that these are reasonable for the Purchaser and no deviating agreement exists.
17. The method and route of dispatch shall be determined by Rare Chemicals at its reasonable discretion unless a specific agreement has been made. Shipping costs shall be borne by the Purchaser unless expressly agreed otherwise.
18. In the event of a delay in delivery, the Purchaser is entitled to withdraw from the contract after expiry of a reasonable grace period of at least ten (10) business days. Further claims for damages are governed by Section 10 of these GTC.
19. Force majeure, industrial action, official measures, shortages at upstream suppliers, and other unforeseeable obstacles not attributable to Rare Chemicals shall extend delivery periods by an appropriate amount. Rare Chemicals will notify the Purchaser without delay. If the impediment persists for more than ninety (90) days, either party shall be entitled to withdraw from the contract.
Section 5  Transfer of Risk
20. The risk of accidental loss and accidental deterioration of the goods passes to the Purchaser upon handover to the first carrier, including in the case of partial deliveries and regardless of whether Rare Chemicals bears the transport costs.
21. If the Purchaser is in default of acceptance, risk passes to the Purchaser at the time of default of acceptance. Rare Chemicals is entitled to dispose of the goods elsewhere after expiry of a fruitless period of fourteen (14) days.
22. At the request and expense of the Purchaser, Rare Chemicals will insure the consignment against the risks specified by the Purchaser.
Section 6  Prices and Payment
23. The prices current at the time of the order confirmation shall apply. All prices are net in euros, exclusive of the applicable statutory value added tax, and exclusive of packaging and shipping costs, unless expressly agreed otherwise.
24. Invoices shall be due and payable in full within thirty (30) days of the invoice date, unless otherwise agreed in writing. The payment date is the date on which Rare Chemicals is able to dispose of the amount. Pursuant to Section 286(3) of the German Civil Code (BGB), default occurs automatically no later than thirty (30) days after the due date and receipt of the invoice, without the need for a separate reminder.
25. In the event of default in payment, Rare Chemicals is entitled to charge interest on arrears at a rate of nine (9) percentage points above the applicable base interest rate pursuant to Section 247 BGB. The right to claim further damages arising from the default is reserved.
26. Rare Chemicals is entitled to make outstanding deliveries conditional upon advance payment or the provision of security, in particular if circumstances become known after conclusion of the contract that seriously call into question the Purchaser's creditworthiness.
27. The Purchaser may only set off counterclaims that have been acknowledged by Rare Chemicals or established by final judgment. The Purchaser may only exercise a right of retention if its counterclaim arises from the same contractual relationship and is undisputed or has been established by final judgment.
28. All taxes, customs duties, levies, and charges arising in connection with the import, transport, storage, and use of the products in the Purchaser's country shall be borne by the Purchaser.
Section 7  Retention of Title
29. The delivered goods shall remain the property of Rare Chemicals until all claims arising from the business relationship have been paid in full (reserved goods).
30. The Purchaser is obliged to treat the reserved goods with care, to insure them adequately against fire, water, and theft, and to store them separately from other goods.
31. The Purchaser is entitled in the ordinary course of business to resell or process the reserved goods. The Purchaser hereby assigns to Rare Chemicals all claims arising from the resale of the reserved goods up to the invoice value of Rare Chemicals; Rare Chemicals accepts this assignment. The Purchaser remains revocably authorised to collect these claims in its own name.
32. The Purchaser shall immediately notify Rare Chemicals in writing of any enforcement measures or other third-party access to the reserved goods.
33. If the value of the security exceeds the secured claims by more than twenty (20) per cent, Rare Chemicals is obliged to release security at the Purchaser's request.
Section 8  Duty to Inspect, Notice of Defects, and Warranty Claims
34. The Purchaser is obliged to inspect the delivered goods without delay after delivery in the ordinary course of business (Section 377 of the German Commercial Code, HGB). Apparent defects must be notified to Rare Chemicals in writing without delay, generally within five (5) business days of delivery. Hidden defects that were not discoverable upon proper inspection must be notified in writing without delay after their discovery; a notice given more than two (2) weeks after discovery of the defect shall no longer be deemed without delay. If notice is not given or is given with culpable delay, the goods shall be deemed to have been approved in that respect and warranty claims shall be excluded to the extent permitted by law. Claims for fraudulently concealed defects as well as tortious and product liability claims remain unaffected.
35. Upon a valid and timely notice of defect, Rare Chemicals is entitled, at its own election, to remedy the defect or to deliver replacement goods free from defects. Rare Chemicals shall bear the expenses necessary for the purpose of supplementary performance, provided these are not increased by the goods having been taken to a place other than the agreed place of delivery.
36. If supplementary performance fails twice or is unreasonable for the Purchaser, the Purchaser may, at its election, withdraw from the contract or reduce the purchase price. Claims for damages are governed by Section 10.
37. The warranty period is twelve (12) months from delivery. Statutory special provisions (in particular for fraudulently concealed defects) remain unaffected.
38. No warranty is given for defects caused by improper storage, handling, or use by the Purchaser or third parties.
Section 9  Permitted Use, Safety, and Regulatory Compliance
39. The products of Rare Chemicals are intended exclusively for professional use in research, development, synthesis, and related scientific applications. They are not suitable for use as food or animal feed, in human medicine, veterinary medicine, in-vitro diagnostics, or in cosmetics, unless expressly agreed otherwise in writing.
40. The Purchaser is solely responsible for complying with all applicable laws and regulations when handling the products, including in particular the German Chemicals Prohibition Ordinance (ChemVerbotsV), REACH Regulation (EC) No 1907/2006, CLP Regulation (EC) No 1272/2008, the German Chemicals Act (ChemG), and the German Hazardous Substances Ordinance (GefStoffV).
41. The Purchaser shall adequately inform its employees, suppliers, and carriers about the hazards associated with the products and shall take all necessary protective measures.
42. When reselling the products, the Purchaser shall ensure that its customers are informed of the permitted uses and applicable restrictions.
43. The Purchaser shall notify Rare Chemicals without delay if it becomes aware of any accidents or damage events in connection with the delivered products. The Purchaser is obliged to cooperate fully in the investigation.
Section 10  Liability
44. Rare Chemicals shall be liable without limitation for damages arising from injury to life, body, or health, and for damages caused by wilful misconduct or gross negligence on the part of Rare Chemicals, its legal representatives, or its vicarious agents.
45. For damages caused by slight negligence in breach of material contractual obligations (cardinal obligations), Rare Chemicals shall be liable, but limited to the foreseeable, contract-typical damage at the time of conclusion of the contract.
46. Any further liability for slight negligence in breach of non-material ancillary obligations is excluded. In the event of slightly negligent breach of material contractual obligations (cardinal obligations) within the meaning of paragraph 2, liability is limited to the foreseeable, contract-typical damage; an exclusion of liability for indirect damages or loss of profit does not apply in such cases.
47. Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected in all cases.
48. Claims for damages by the Purchaser shall become time-barred, unless paragraph 1 applies, within twelve (12) months of the Purchaser's knowledge of the circumstances giving rise to the claim.
Section 11  Intellectual Property and Confidentiality
49. All rights in products, formulae, processes, certificates of analysis, technical data sheets, and other documents of Rare Chemicals remain with Rare Chemicals. No transfer of intellectual property rights takes place.
50. The Purchaser undertakes to keep permanently confidential all confidential information of Rare Chemicals that comes to its knowledge in the course of the business relationship -- in particular pricing terms, product formulations, technical know-how, and trade secrets -- and not to disclose it to third parties. This obligation continues to apply after the end of the business relationship.
51. The Purchaser undertakes not to apply for patents, utility models, or any other intellectual property rights on the basis of information received from Rare Chemicals.
Section 12  Export Controls
52. The Purchaser acknowledges that the delivered products may be subject to the export control regulations of the European Union, the Federal Republic of Germany, and other countries.
53. The Purchaser warrants that it will not export, re-export, or transfer the products, either directly or indirectly, in violation of applicable export control regulations, sanctions regimes, or embargo provisions. The Purchaser undertakes to check, prior to any export, whether persons or destination countries involved are subject to applicable sanctions or are listed on prohibition lists. The Purchaser is aware that certain products may be classified as dual-use goods within the meaning of Regulation (EU) 2021/821 and may accordingly be subject to authorisation requirements; the Purchaser bears sole responsibility for verifying and complying with such requirements.
54. In the event of a breach of this section, Rare Chemicals is entitled to terminate the contract with immediate effect.
Section 13  Force Majeure
55. Rare Chemicals is released from its obligation to perform for as long as and to the extent that performance is prevented or rendered unreasonably difficult by force majeure. Force majeure includes in particular: natural disasters, fire, flooding, unforeseeable pandemics or epidemics accompanied by officially ordered business closures or production restrictions, war, civil unrest, official measures, energy supply shortages, and supply impediments at upstream suppliers, provided such circumstances are not attributable to Rare Chemicals and were not foreseeable at the time the contract was concluded.
56. Rare Chemicals is obliged to notify the Purchaser without delay of the occurrence of a force majeure event and to communicate the anticipated duration.
57. If the impediment persists for more than ninety (90) days, both parties shall be entitled to withdraw from the part of the contract not yet fulfilled. Claims for damages shall be excluded in such a case.
Section 14  Final Provisions
58. These GTC and all contracts between Rare Chemicals and the Purchaser are governed by the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
59. The exclusive place of jurisdiction for all disputes arising out of and in connection with these GTC and the contracts concluded on their basis is Kiel (Germany), provided the Purchaser is a merchant, a legal entity under public law, or a special fund under public law. Rare Chemicals is also entitled to bring an action at the Purchaser's place of business or at any other permissible place of jurisdiction.
60. The place of performance for all obligations arising from the business relationship is the registered seat of Rare Chemicals in Kiel, unless expressly agreed otherwise.
61. Should any provision of these GTC be or become wholly or partly invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the valid provision that most closely corresponds to the economic purpose of the invalid provision.
62. Amendments and supplements to these GTC require written form. This also applies to the waiver of the written-form requirement itself. No oral collateral agreements exist. The version of these GTC that is available to or transmitted to the Purchaser at the time of conclusion of the contract shall be authoritative (version: May 2025). Subsequent amendments to these GTC shall only apply to newly concluded contracts.
63. The obligations under Sections 8 (Warranty Claims), 10 (Liability), 11 (Intellectual Property and Confidentiality), and 14 (Final Provisions) shall survive the termination of the respective contractual relationship.
Rare Chemicals GmbH  •  Schauenburgerstr. 116  •  24118 Kiel, Germany  •  info@rarechem.de  •  Amtsgericht Kiel HRB 6091