Terms & Conditions 

1 General

These General Terms and Conditions (GTC) apply to all current and future deliveries and services of AVENCOR Chemicals GmbH, located in Oberhausen and registered in the Commercial Register of the Duisburg District Court under registration number HRB 39055 (hereinafter “AVENCOR”), to business customers (hereinafter “CUSTOMER”). Deviating terms and conditions of the CUSTOMER shall only become part of the contract if AVENCOR has expressly agreed to them in writing. These GTC apply exclusively to entrepreneurs as defined in § 14 of the German Civil Code (BGB). They do not apply to consumers within the meaning of § 13 BGB.

2 Conclusion of Contract

AVENCOR’s offers are always non-binding and without obligation, unless they are explicitly marked as binding or contain a specific acceptance period. All inquiries from the CUSTOMER require written acceptance by AVENCOR in the form of an order confirmation. The contract is concluded upon receipt of the order confirmation by the CUSTOMER, unless the CUSTOMER objects to the order confirmation in writing within 48 hours, stating specific deviations. If no written objection is made within this period, the order confirmation is deemed accurate and bindingly accepted by the CUSTOMER. Silent acceptance of these General Terms and Conditions by the CUSTOMER is deemed to have occurred at the latest 8 calendar days after receipt of the order confirmation or upon acceptance of the delivery, whereby the delivery shall also be regarded as tacit confirmation of the conclusion of the contract if it takes place before the end of the period.


3 Prices and Payment Terms

  • 3.1 All prices stated in the order confirmation are net prices and do not include taxes or other charges, particularly not withholding taxes, VAT, customs duties, fees, additional tariffs, levies, surcharges, import duties, or other deductions of any kind. These are to be borne by the CUSTOMER unless expressly agreed otherwise by the parties. 
  • 3.2 Notwithstanding any contrary provisions in these General Terms and Conditions, the CUSTOMER undertakes to pay all government levies, customs duties, taxes, and other charges - of whatever kind - and any related interest or penalties in due time and to hold AVENCOR harmless in this context. This applies regardless of whether these charges are imposed on the CUSTOMER or AVENCOR, and particularly concerns the ordering, purchase, delivery, ownership, possession, use, or return of the goods. 
  • 3.3 The CUSTOMER shall make payment in accordance with the payment terms specified in the order confirmation. Offsetting or deduction of amounts invoiced by AVENCOR is only permissible with the prior express written consent of AVENCOR. 
  • 3.4 If the CUSTOMER is in default with a payment obligation under these terms and/or in connection with the order confirmation, AVENCOR shall be entitled, without prejudice to other rights and claims, to take the following actions: (a) All outstanding amounts become immediately due, regardless of previously granted payment terms; (b) AVENCOR is entitled to suspend or delay deliveries or cancel individual or all order confirmations or contracts with the CUSTOMER; (c) AVENCOR may require the provision of satisfactory security for payment of all outstanding amounts, including those for already placed orders and all other costs and expenses payable by the CUSTOMER. 
  • 3.5 All invoices not paid within the periods stated in the order confirmation shall, without prior reminder, incur default interest at the rate of 9 percentage points above the applicable base interest rate in accordance with § 288(2) BGB. Additionally, the CUSTOMER shall, without further notice, be liable for all reasonable collection costs incurred by AVENCOR due to the payment default, but at least in the amount of EUR 250. AVENCOR reserves the right to assert further default damages.


4 Delivery

  • 4.1 Delivery of the goods shall be in accordance with the specific INCOTERMS stated in the order confirmation. 
  • 4.2 Delivery dates stated in the order confirmation are non-binding. AVENCOR will make reasonable efforts to meet the delivery date. The CUSTOMER is not entitled to cancel the order confirmation due to late delivery. 
  • 4.3 The CUSTOMER acknowledges that the goods may be delivered in partial shipments, each of which shall be deemed a separate sale by AVENCOR. Each partial delivery shall not entitle the CUSTOMER to revoke, terminate, or cancel the order confirmation regarding the remaining deliveries. 
  • 4.4 Notwithstanding Article 4.1, the parties may agree that delivery of the goods shall take place by the CUSTOMER collecting the goods from AVENCOR's warehouses at an agreed time after AVENCOR has notified the CUSTOMER that the goods are ready for collection. 
  • 4.5 If the CUSTOMER fails to take delivery of the goods as agreed or does not provide AVENCOR with reasonable delivery instructions within 48 (forty-eight) hours before the delivery date specified in the order confirmation, AVENCOR shall, without prejudice to its other rights and remedies, be entitled to store the goods until actual delivery and charge the CUSTOMER for all reasonable storage costs (including, but not limited to, insurance costs). 
  • 4.6 If delivery is made by road in accordance with the applicable INCOTERMS and delivery is delayed due to the CUSTOMER, AVENCOR shall be entitled to charge the CUSTOMER for all reasonable costs incurred as a result of the delay. 
  • 4.7 While AVENCOR’s delivery equipment is in the CUSTOMER’s possession, the CUSTOMER shall be liable for damage or destruction of this equipment attributable to them. All repairs must be carried out under AVENCOR’s supervision or guidance. 
  • 4.8 The delivery quantity is determined by the weight confirmed in the delivery note or by the appointed surveyor at the loading location.


5 Retention of Title and Transfer of Risk

  • 5.1 The risk of loss or damage to the goods passes to the CUSTOMER upon delivery, with delivery defined by the INCOTERMS specified in the order confirmation. 
  • 5.2 Title to the goods sold shall not pass to the CUSTOMER until full payment of the purchase price has been made. All goods delivered remain the property of AVENCOR until all claims, including balance claims arising from the business relationship, have been fulfilled. Until full payment is made to AVENCOR, the CUSTOMER shall not remove or obscure any labels or markings that identify the goods as the property of AVENCOR. The CUSTOMER agrees, upon AVENCOR’s request and until full payment, to affix or have affixed to the goods any labels provided by AVENCOR or its representative, identifying the goods as AVENCOR’s property, and shall not alter, remove, or render such labels illegible. 
  • 5.3 Before AVENCOR has received full payment of the issued invoice, the CUSTOMER may not sell, lease, or otherwise dispose of the goods, and must keep them properly maintained and free from any third-party rights, such as liens, security rights, or other encumbrances, unless established by AVENCOR. The CUSTOMER shall promptly inform AVENCOR of any legal proceedings or encumbrances affecting the goods and indemnify AVENCOR against any resulting losses or damages (including, but not limited to, court costs, attorney’s fees, and expenses), except in cases of gross negligence or intentional misconduct by AVENCOR.


6 Non-Conformity

  • 6.1 The CUSTOMER must inspect all delivered goods immediately upon arrival and prior to unloading for obvious and detectable defects. This inspection must include careful analysis using appropriate analytical methods under the supervision and responsibility of the CUSTOMER’s quality control by a recognized company, which confirms that the goods comply with the agreed product specifications. If no inspection is conducted or if it is delayed, incomplete, or inconclusive, or if the inspection confirms conformity, the goods shall be deemed approved. In this case, subsequent rejection of the goods is excluded, without prejudice to the possibility of submitting a written and factually substantiated complaint in accordance with clause 6.2. 
  • 6.2 If no written, factually substantiated complaint is submitted by the CUSTOMER within seven (7) calendar days of delivery regarding defective, missing, or incorrectly delivered goods, the goods shall be deemed contractually compliant and approved. Return shipments are only permitted with AVENCOR’s prior written consent. Returns must be securely packaged for transport to ensure they arrive at AVENCOR undamaged and without loss. 
  • 6.3 If AVENCOR’s inspection in accordance with clause 6.2 reveals that the disputed goods are indeed defective or non-conforming, AVENCOR may, at its sole discretion, replace the goods within a reasonable period, considering standard delivery times. If the replacement delivery exceeds a reasonable period, the CUSTOMER is entitled, in consultation with AVENCOR, to procure replacement goods elsewhere. In such cases, both parties agree to offset the difference between the original and new goods price. The CUSTOMER irrevocably agrees to return the defective or non-conforming goods to AVENCOR unless otherwise agreed.


7 Warranty and Liability

  • 7.1 AVENCOR provides no warranties, express or implied, particularly not regarding specific characteristics or suitability for a particular purpose, unless expressly and in writing confirmed. 
  • 7.2 AVENCOR shall be liable under statutory provisions if the CUSTOMER asserts claims for damages based on intent or gross negligence—including those of AVENCOR’s legal representatives or agents—or if AVENCOR negligently breaches an essential contractual obligation. In the event of slight negligence, AVENCOR’s liability is limited to the foreseeable, typically occurring damage, unless there is an intentional breach of contract. 
  • 7.3 Liability for damages due to force majeure is excluded. This includes, in particular, natural disasters, strikes, war, epidemics, government actions, fire, machine or power failures, material or transport shortages, and other unforeseeable, unavoidable events beyond AVENCOR’s control. 
  • 7.4 AVENCOR is not liable for indirect damages, consequential damages, or damages from undetectable defects, unless caused by gross negligence or willful misconduct. 
  • 7.5 In any case, AVENCOR’s liability is limited to the purchase price of the affected goods as stated in the respective order confirmation.


8 Confidentiality and Data Protection 

AVENCOR processes personal data of the CUSTOMER solely for contract fulfilment in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR) and applicable German data protection law. The CUSTOMER agrees not to disclose any confidential information, in particular prices, product details, or supplier information, to third parties.

9 Jurisdiction and Applicable Law 

For all disputes arising out of or in connection with these Terms and Conditions or any order confirmation, the court with subject-matter jurisdiction at the registered office of AVENCOR Chemicals GmbH in Oberhausen shall have exclusive jurisdiction. All legal relationships between AVENCOR and the CUSTOMER shall be governed by German law to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG of April 11, 1980 as amended).

10 Miscellaneous 

  • 10.1 The CUSTOMER may only assign rights under the contract with AVENCOR’s written consent. 
  • 10.2 A waiver of rights under these General Terms and Conditions by AVENCOR does not constitute a general waiver. 
  • 10.3 These General Terms and Conditions are binding exclusively in their German-language version. Versions in other languages serve for translation purposes only. In case of discrepancies or contradictions between the different language versions, the German version shall prevail.


11 Severability Clause 

Should any provision of these Terms and Conditions or any provision in other agreements between the parties be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. In such cases, the parties agree to replace the invalid or unenforceable provision with a valid and enforceable one that most closely reflects the economic purpose of the invalid or unenforceable provision. The same applies to any gaps in these General Terms and Conditions.