General Terms and Conditions of Sale (GTCS)

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Version: January 2026

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1. Scope of Application

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1.1 All offers, sales, deliveries and services provided by us shall be governed exclusively by these General Terms and Conditions of Sale (hereinafter “GTCS”). Any general terms and conditions of the customer deviating from or conflicting with these GTCS shall not apply, even if we perform deliveries or services with knowledge of such terms and without express objection.

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1.2 These GTCS shall apply exclusively to business customers (entrepreneurs) within the meaning of Section 14 of the German Civil Code (BGB) or comparable provisions under applicable EU law, in particular construction companies, road construction companies, joint sealing contractors and other professional processors. Application to consumers within the meaning of Section 13 BGB or equivalent consumer protection provisions is excluded.

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1.3 These GTCS shall become an integral part of the contract at the latest upon order placement or acceptance of delivery.

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1.4 Any deviating or supplementary agreements shall require written form to be effective. Individual contractual agreements within the meaning of Section 305b BGB (or equivalent) shall remain unaffected.

 

2. Offers, Acceptance, Prices, Conclusion of Contract

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2.1 All offers are non-binding and subject to change.

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2.2 Orders placed by the customer may be accepted by us within three (3) calendar days. Acceptance shall be effected by written order confirmation, invoicing or delivery of the goods. Delivery or invoicing shall each constitute acceptance of the order.

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2.3 Unless fixed prices have been expressly agreed, the prices valid at the time of conclusion of the contract shall apply.
We reserve the right to reasonably adjust prices if verifiable cost changes occur after conclusion of the contract, in particular due to fluctuations in raw material prices, energy costs, transportation costs or exchange rates, which are common in the construction and road construction industry.
In the event of a price increase, the customer shall be entitled to withdraw from the contract.

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2.4 The quality, properties and specifications of the products shall be determined exclusively by the technical product information contained in the respective offer (e.g. technical data sheets, processing guidelines, specifications).
Information contained in catalogues, price lists or promotional materials shall serve solely for general information purposes and shall not constitute guaranteed characteristics.

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2.5 Technical advice or recommendations provided by our employees or representatives shall only be binding if confirmed by us in writing.

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3. Delivery, Shipment, Transfer of Risk

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3.1 Delivery dates and delivery periods are non-binding unless expressly agreed in writing as binding. They refer to the time of handover of the goods to the carrier or freight forwarder.

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3.2 We shall be entitled to withhold deliveries or services if the customer fails to meet its payment obligations or if justified doubts arise as to the customer’s solvency.

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3.3 Partial deliveries shall be permissible insofar as they are reasonable for the customer. Each partial delivery shall constitute an independent transaction.

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3.4 Customary excess or short deliveries as well as reasonable early deliveries shall be permissible.

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3.5 If delivery is delayed due to delayed or failed supply by upstream suppliers (e.g. raw materials for joint sealing compounds), the delivery period shall be extended accordingly.

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3.6 Events of force majeure or other unforeseeable events beyond our control (including but not limited to strikes, energy shortages, raw material shortages, official measures, extreme weather conditions) shall entitle us to withdraw from the contract if performance becomes permanently impossible or economically unreasonable.

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3.7 In the event of temporary impediments to performance, the contract shall be reasonably adjusted in good faith. If such adjustment is not reasonable, both parties shall be entitled to withdraw from the contract.

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3.8 Packaging and mode of shipment shall be determined at our reasonable discretion. Ordered quantities may be rounded up to full packaging or container units.

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3.9 Risk shall pass to the customer at the latest upon handover of the goods to the carrier or freight forwarder, including in the case of partial deliveries. If shipment is delayed for reasons attributable to the customer, risk shall pass upon notification of readiness for shipment.

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3.10 The customer shall inspect the goods immediately upon receipt for completeness, transport damage and visible defects and shall notify such defects in writing without undue delay.
Hidden defects shall be reported in writing immediately upon discovery.
Failure to give timely notice shall be deemed acceptance of the goods.

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4. Warranty, Defects, Limitation Period

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4.1 If the goods exhibit a material defect within the limitation period and the cause of such defect already existed at the time of transfer of risk, we shall, at our discretion, provide subsequent performance by replacement delivery, re-performance or up to two free repair attempts.

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4.2 We shall always be granted the opportunity to perform subsequent performance within a reasonable period.

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4.3 If subsequent performance fails, the customer may, at its discretion, withdraw from the contract or reduce the purchase price.

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4.4 Warranty claims shall be excluded in particular in cases of:

• unsuitable or insufficiently prepared substrates (e.g. damp, contaminated or unstable joints),

• non-compliance with processing, temperature or weather specifications,

• improper heating, overheating or incorrect equipment settings,

• natural wear and tear,

• inadequate site protection or safety measures.

 

4.5 Warranty claims shall be excluded if modifications, repairs or application are carried out by unqualified personnel or in deviation from our processing recommendations, unless the customer proves that such actions were not the cause of the defect.

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4.6 Additional costs of subsequent performance resulting from relocation of the goods to a place other than the customer’s registered office shall be excluded.

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4.7 Statutory recourse claims shall exist only insofar as the customer has not entered into agreements with its client exceeding the statutory warranty obligations.

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4.8 Compensation within the scope of recourse shall be limited to the customer’s own costs (material and transport costs). Loss of profit shall be excluded.

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4.9 Any further claims arising from defects shall be excluded subject to Section 5.

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4.10 The limitation period for claims based on material and legal defects shall be one (1) year from delivery.

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4.11 For construction materials that are used in accordance with their customary purpose for a building or structure and cause its defectiveness, the statutory limitation periods shall apply.

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4.12 Claims under applicable product liability legislation shall remain unaffected.

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5. Liability

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5.1 Claims for damages by the customer shall be excluded unless they are based on intent, gross negligence, injury to life, body or health, assumption of a guarantee or breach of essential contractual obligations.

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5.2 In the event of a breach of essential contractual obligations, liability shall be limited to the typical, foreseeable damage.

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5.3 In the event of delay in delivery, damages shall amount to 0.5% per completed week of delay, up to a maximum of 5% of the affected delivery value.

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5.4 Liability for construction process delays, downtime costs or consequential damages shall be excluded unless caused by intent or gross negligence.

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5.5 Advice and application recommendations are provided to the best of our knowledge but do not relieve the customer from independently verifying suitability for the specific application.

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5.6 Mandatory provisions of applicable product liability law shall remain unaffected.

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5.7 Products may only be used in accordance with our current processing recommendations. Liability shall be excluded in the event of improper use or application by insufficiently qualified personnel.

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6. Retention of Title

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6.1 The goods shall remain our property until full settlement of all claims arising from the business relationship.

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6.2 Retention of title shall remain effective even if individual claims are included in a running account.

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6.3 The right of resale shall expire in the event of payment default or filing for insolvency proceedings.

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6.4 Claims arising from resale of goods subject to retention of title are hereby assigned to us. We accept such assignment.

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6.5 The customer shall be authorised to collect assigned receivables until revocation.

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6.6 Pledging or assignment by way of security shall be prohibited.

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6.7 In the event of breach of contractual obligations, we shall be entitled to withdraw from the contract and realise the goods.

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6.8 The customer shall insure the goods subject to retention of title against customary risks. Insurance claims shall be assigned to us.

 

7. Payment Terms

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7.1 Invoices shall be payable net within twenty-one (21) days. The decisive date shall be the date of receipt of payment.

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7.2 In the event of late payment, default interest shall be charged at a rate of nine (9) percentage points above the applicable base interest rate.

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7.3 Set-off and retention shall only be permitted with undisputed or legally established claims.

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7.4 Assignment of rights by the customer shall require our prior written consent.

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7.5 In the event of deterioration of the customer’s financial situation, we shall be entitled to demand advance payment or appropriate security.

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8. Data Protection

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Personal data shall be processed exclusively in accordance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR). Further information is available in our privacy policy.

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9. Final Provisions

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9.1 Place of jurisdiction shall be Berlin, Germany. We shall also be entitled to sue the customer at its general place of jurisdiction.

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9.2 Place of performance shall be our registered office.

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9.3 The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

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9.4 Should individual provisions of these GTCS be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.