General Terms and Conditions of Sale and Delivery

General

Summary of Terms

I.General

This clause defines the scope of application of the Terms and also of the products to be supplied represents a so-called defense clause in as much as it tries to defend KHW from general terms used by customers in conjunction with their ordering of products. If both parties refer to their own terms, statutory law will apply in the event of contradictions.

II. Offers, Orders, Formation of Contract

This clause aims at rendering KHW's written order confirmation the binding contractual document governing Atotech's relationship with customers. Particular attention must be drawn to the specific items addressed by the order confirmation itself, in particular the technical specification of the products to be supplied, prices, delivery dates, payment conditions, and the like. It is essential to avoid wording indicating that KHW guarantees certain specifications (cf. Art. II. 1., last sentence).

III. Prices

This clause contains a definition of prices and grants KHW an option for price adjustments under certain conditions.

IV. Delivery

This clause deals with the issue of binding delivery dates and periods; it limits KHW's risks as regards the meeting of deadlines and force majeure situations. In any event, KHW's commitments with respect to delivery dates should be made on the basis of realistic assumptions.

V. Transportation, Passage of Risk

This clause contains rules on the carrying of risks of damages to and losses of products supplied to the customer. It is closely related to the issue of transport insurance coverage addressed by the following clause.

VI. Insurance, Duty of Inspection, Settlement of Claims

It should be noted that the use of certain "INCOTERMS" (such as CPT, CIP and CIF) may have an impact on the distribution of risks and the carrying of the cost for insurance coverage. In case of doubt, these questions must be checked with the local insurance broker prior to accepting any deviating terms.

Art. VI. 3. affirms that the customer must inspect incoming goods and notify us of recognizable defects within 5 working days after delivery. Otherwise, warranty claims of the customers will be excluded (cf. Art. IX. 3.).

VII. Payment Conditions

This clause sets forth the "standard" payment terms applicable unless deviating terms are negotiated, and entitles KHW to charge interest in the event of late payment by the customer.

VIII. Retention of Title

This clause aims at protecting KHW until payment of all claims against the customer. It may have to be adjusted to comply with local regulations.

IX. Liability for Defects

This clause is designed to limit KHW's liability if supplied products turn out to be defective. Since the limitation of liability is essential, deviating terms required by the customer must be checked carefully.

X. Damage Claim

Again, this clause is designed to limit KHW's liability if supplied products turn out to be defective. Since the limitation of liability is essential, deviating terms required by the customer must be checked carefully.

XI. Installation and Service

This clause deals with certain specific aspects of installation (of spare parts) and other services rendered by KHW to chemistry customers.

XII. Miscellaneous

This catch all clause contains rules on assignment of rights and software provided as well as choice of laws, jurisdiction (venue clause), severability, and written form requirement.

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