General Terms and Conditions of Sale and Delivery
Vienna, November 2025
I. General:
These general terms and conditions of sale and delivery apply to the present contract and to all subsequent contracts. We reject any conflicting terms and conditions or restrictions imposed by our customers, both for the present contract and for subsequent transactions. There are no further agreements. Changes to our terms and conditions or deviating terms and conditions are only binding for us in individual cases if we expressly agree to these changes or deviations in writing.
II. Offers, orders:
Our offers are subject to change. Orders from our customers only become binding for us upon written confirmation (including on the invoice or delivery note). We treat recipes or other documents designated as confidential by the customer, which we have received for the purpose of fulfilling the order, as confidential and will only make them available to third parties with the customer's consent. Recommendations, applications, and other information provided by our employees are only binding for us if they are confirmed by us in writing.
III. Delivery:
Deliveries are always made at the prices and conditions confirmed by us. There are no fixed delivery times. We endeavor to deliver as quickly as possible. Delivery times begin after receipt of all documents and materials necessary for the execution of the order. The delivery period shall be deemed to have been met upon notification of our readiness to ship, even if shipment is impossible through no fault of our own. If a fixed delivery date has been agreed in writing in individual cases, the customer must grant us a reasonable grace period of at least six weeks in the event of delay. If we are unable to deliver, the customer may withdraw from the contract; further claims by the customer are excluded. We are entitled to make deliveries in parts. The customer is not entitled to reject partial deliveries. There is no delivery obligation if we ourselves have not been supplied in accordance with the contract, incorrectly, or not on time.
Deliveries are made at the expense and risk of the recipient of the goods. For goods sold carriage paid, we shall bear the freight costs, but not the transport risk. Any freight increases, customs duties, taxes, or other public charges incurred after conclusion of the contract shall be borne by the customer.
In the case of deliveries of small containers, the order quantity shall be deemed to be an approximate quantity in the absence of a special agreement on admissibility; we shall adhere to it as far as possible, but excess or short deliveries due to production reasons shall remain permissible. This also applies to partial deliveries from call-offs.
The quality or agreed specification shall be deemed to have been fulfilled if it is present at the goods at the point of dispatch/transfer.
IV. Quality of goods:
The quality of the goods and their intended use/purpose are determined by the agreed product parameters. All sales of goods are therefore based on these product parameters. Any additional properties shall only be deemed to have been promised if they have been expressly confirmed in writing.
The application, use, processing, and deployment of the delivered goods are beyond our control and are the sole responsibility of the customer. Our technical advice, whether verbal or written, is only considered non-binding information and does not release the customer from their own obligation to test the delivered products for their suitability for the intended use and purposes.
The uses of the goods registered under REACH do not constitute an agreement on a specific quality/property, nor does the registered use constitute a contractual agreement or assurance. The customer is responsible for checking before concluding the contract whether the intended use of the goods corresponds to the product-relevant REACH use.
V. Shipping:
Unless otherwise expressly agreed in writing, the risk of loss, damage, or deterioration of the goods shall pass to the customer upon delivery/handover to the carrier/freight forwarder or, in the case of self-collection, upon provision to the customer. We reserve the right to choose the shipping route and method. Any additional costs incurred as a result of special shipping requests by the customer shall be borne by the customer.
VI. Payment:
Deliveries are payable in accordance with the notes on the invoices, excluding any compensation. We are entitled to shorten the payment terms granted and to demand payment of all claims if the customer is in default with a due claim or, in the case of agreed partial payment, with an installment. If there are justified doubts about the customer's solvency or creditworthiness, we may withdraw from all current contracts relating to deliveries not yet fulfilled or make further performance dependent on securities deemed appropriate by us, including advance payment. Payments shall only be deemed to have been made when the amount is finally available in our account. We are entitled, despite any contrary designation by the customer, to use payments to settle the oldest invoice items plus the accrued default interest and costs, in the following order: costs, interest, principal claim. The submission of bills of exchange requires our consent; they are accepted on account of payment. Discounts, bill of exchange charges, bill of exchange tax, and similar charges shall be borne by the customer. If a foreign currency has been expressly agreed, any devaluation of the foreign currency against the euro in the period between the conclusion of the contract and invoicing shall be borne by the customer.
Partial deliveries are due for payment in the amount corresponding to the partial delivery. Retention and offsetting on the part of the customer is excluded. If the delivery is incomplete, the customer is only entitled to a refund of the amount corresponding to the part not yet delivered. In the event of default in payment, default interest at a rate of 9% above the respective base interest rate shall be deemed agreed; we reserve the right to assert further claims for damages due to default or non-performance. In the event of default, the customer shall be obliged to reimburse us for all costs resulting from the assertion of our claim.
VII. Retention of title:
Ownership of the delivered goods shall only pass to the customer after full payment of the liabilities; until that time, the delivered goods shall remain our property. The customer is authorized to dispose of the goods subject to retention of title in the ordinary course of business as long as they are not in default. Pledging or transfer by way of security is not permitted. The customer hereby assigns to us in full, by way of security, all claims arising from the resale or any other legal reason relating to the goods subject to retention of title. If third parties seize the goods subject to retention of title, the customer is obliged to point out our ownership and to notify us immediately. The retention of title extends to the products resulting from processing. If the goods subject to retention of title are processed, mixed, or combined with other goods, we shall acquire co-ownership of the resulting products in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the goods owned by third parties or the customer. We shall be entitled to demand the return of the goods subject to retention of title from the customer without setting a grace period and without withdrawing from the contract if the customer is in default with the fulfillment of its obligations towards us. The taking back of the goods subject to retention of title shall only constitute a withdrawal from the contract if we expressly declare this.
VIII. Force majeure, impediments to the contract:
Cases of force majeure include, for example, loss of production, production stoppages, operational or traffic disruptions, fire damage, flooding, machine breakdowns, shortages of labor, energy, raw materials, or auxiliary materials, total or partial failure of upstream suppliers or intermediate products, strikes, lockouts, shipping disruptions, official orders, or other obstacles that prevent, delay, reduce, or render unreasonable the manufacture, shipment, acceptance, or consumption of goods. We shall be released from delivery and acceptance for the duration and scope of the disruptions caused by force majeure. If, as a result of the disruption, delivery and/or acceptance is delayed by more than eight weeks, both parties shall be entitled to terminate the contract. In the event of termination, the customer is not entitled to assert claims for damages against us; reimbursement of expenses incurred by the customer (in particular penalty payments to third parties) is excluded. In the event of partial or complete loss of our sources of supply, we are not obliged to compensate for the loss through external suppliers. In this case, we shall be entitled to make equal reductions and to distribute the available quantities of goods proportionally, taking into account our own requirements. This shall release us from the unfulfilled delivery obligations. There shall be no obligation to deliver the reduced delivery quantity at a later date.
IX. Warranty and compensation:
Complaints must be made in writing immediately after delivery of the goods or performance of the service, with a specific description of the defect and enclosing supporting documents, samples, packing slips, invoice numbers, or batch numbers. The customer is obliged to inspect the delivered goods/performed service immediately for any defects. We will respond to properly submitted and justified complaints at our discretion by offering a price reduction, replacement, or return of the goods/services complained about. The customer must keep the goods complained about available for inspection. The warranty period is one year from delivery of the goods. The customer may only return the goods complained about to us with our consent. Claims for damages and recourse claims by the customer, claims for compensation for consequential damage caused by defects or for breach of ancillary contractual obligations are completely excluded in cases where we or persons acting on our behalf are only responsible for slight negligence. Any claims for compensation are limited in amount to the respective invoice value of the goods/services affected by the defect. Any protective effect of this contract in favor of third parties is expressly excluded with the customer. If the customer intends to take recourse against us on the basis of product liability, they must notify us of their claims, specifying the facts of the case, within 14 days of becoming aware of them, or immediately in the case of legal action. If the customer fails to notify us within this period, they shall lose their right of recourse against us. Claims under the Product Liability Act are excluded for property damage, consequential damage, and financial loss suffered by the customer, who is an entrepreneur, as a result of a defect in the product.
We shall not be liable if the goods ordered by the customer on the basis of the agreed product parameters are not used or are not intended to be used in accordance with our description or the use identified for the product under REACH. The customer shall be solely responsible for checking that the goods are legally compliant and suitable for the intended use.
If we are required by the customer to comply with legal or public law obligations in connection with REACH and if the proper compliance with these obligations results in a delay or impossibility of fulfilling the delivery obligation, our liability for this delay or impossibility is expressly excluded.
X. Other rights and obligations:
The customer may only place goods on the market in the packaging provided by us, accompanied by the labels, accompanying documents, and consumer information required by law or official regulations. The customer must comply with the statutory and other labeling and packaging regulations. We are not obliged to take back goods sold or to compensate the customer if the customer is prohibited or restricted by the authorities from placing the purchased goods on the market in terms of quantity, time or in any other way. However, if the authorities order the goods to be taken back, the customer is obliged to return the goods in their original packaging at their own expense without adding any other substances, preparations or finished goods. If the customer becomes aware of a property of the goods that was previously unknown to them, they must inform us immediately. Advertising with our goods may only be carried out in accordance with the statutory provisions and in compliance with the relevant regulations. The customer is liable to us for any damage (in particular financial loss) caused by non-compliance with these regulations.
If the purchase of goods is subject to official approvals/authorizations, the customer must prove to us that these are legally valid at the time of delivery. The customer must inform us immediately of any changes. In the event of a violation, the customer shall be liable for any damage, expense, and disadvantage incurred by us as a result.
XI. Disposal:
Upon termination of a delivery contract, all materials specially procured for this order (such as raw materials, labels, packaging materials, etc.) may be delivered to the customer and invoiced. If this delivery is not accepted, we shall be entitled to hand over these materials to an authorized disposal or recycling company at the customer's expense. Raw materials procured by us specifically for this order may also be disposed of by us in a proper manner during the term of the contract at the customer's expense if they have become unusable due to delayed acceptance.
XII. Place of performance and jurisdiction; validity clause:
The place of performance for delivery is the respective shipping point, for payment, the billing address stated on the invoice. The place of jurisdiction shall be the competent court in Vienna, which shall have exclusive jurisdiction. However, we shall also be entitled to assert our claims at the customer's general place of jurisdiction. Austrian law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
Should any clauses of these General Terms and Conditions of Sale and Delivery be invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
XIII. Applicable languages:
In the event of differences in the interpretation of the bilingual or multilingual contract concluded between us and the customer, the German version shall be deemed binding. This also applies to the German version of these General Terms and Conditions of Sale and Delivery.
With the exception of the agreed retention of title, these General Terms and Conditions of Sale and Delivery do not apply to consumers.
Donau Chemie Aktiengesellschaft Donauchem GmbH
1030 Vienna 1030 Vienna
Am Heumarkt 10 Lisztstrasse 4
FN 381815 v FN 119880 w