Terms and conditions

Overview

  1. Scope
  2. Proof of your company status
  3. Registration in our online shop; processing of your personal data
  4. Creation of the contract, language of the contract, storage of the text of the contract
  5. Technical steps up to the conclusion of the contract and correction of input errors
  6. Terms of payment
  7. Time periods for dispatch of goods, sale, partial deliveries
  8. Dispatch method and duration, insurance and passing of risk
  9. Retention of title
  10. Warranty
  11. Limitation of liability
  12. Copyright
  13. Warranty
  14. Final provisions

1. Scope

These terms and conditions, in the version applicable at the time of placing the order, shall apply to the contracts concluded via this online shop between you (hereinafter also referred to as the ‘Customer’) and us (hereinafter also referred to as the ‘Supplier’), being the company NEOCHEMA GmbH, Uwe-Zeidler-Ring 10 in 55294 Bodenheim, HRB 44301, VAT ID 26/652/03995, represented by managing director Mrs Ursula Vollmer, unless otherwise expressly arranged through written agreements between you and us. Deviating or conflicting terms and conditions will not be recognised by us unless we have expressly agreed to them.

2. Proof of your company status

Our online shop is aimed exclusively at businesses within the meaning of section 14 of the German Civil Code. A business in this sense means any natural person or legal entity or partnership having legal capacity which, at the time of conclusion of the contract, is acting in pursuit of its commercial or self-employment-based professional activities. We may therefore require you to provide us with sufficient proof of your business status before concluding the contract, e.g. by you stating your VAT ID number or providing other suitable proof. The data required for the proof must be provided by you fully and truthfully.

3. Registration in our online shop; processing of your personal data

You can order goods or services in our online shop as a registered user. As a registered user, you do not have to provide your personal details every time. Rather, you can simply log in to your customer account before or during an order using your email address and password chosen freely at the time of registration. Registration alone does not entail any obligation to purchase the goods offered by us. For information on the processing of your data, please read our privacy policy, which you can access via the following link. When registering, you select a personal username and password. You are obliged to keep your password secret and not to disclose it to third parties, i.e. persons outside your company or persons in your company who do not have authorisation to represent you.

4. Creation of the contract, language of the contract, storage of the text of the contract

(1) The presentation of the goods and services in our online shop does not constitute a legally binding offer, but rather an invitation to order (invitatio ad offerendum).

(2) You can select products from our range, in particular organic chemicals as single substances in a solution or as a mixture of various organic chemicals in a solution, and collect them in a shopping cart by clicking on the button ‘Add to Shopping Cart’. By clicking the ‘Send Order’ button in the last step of the order process, you make a binding offer to purchase or book the goods and/or services displayed in the order overview. However, the order can only be submitted and transmitted if the Customer accepts these contractual conditions by clicking on the button ‘Accept Terms and Conditions’ and incorporating that acceptance into the order. You shall be bound to the order for a period of two (2) weeks after placing it. Immediately after submitting the order, you shall receive an automatic order confirmation by email in which the Customer’s order shall be listed again and which the Customer can print out using the function on his/her device, e.g. the ‘Print’ button. The automatic acknowledgement of receipt shall only document that the Customer’s order has been received by the Supplier and shall not constitute acceptance of the order. The contract shall only come into effect when we issue the declaration of acceptance, which shall be sent with a separate email (order confirmation). In this email or in a separate email, and no later than the delivery of the goods, the contract text (consisting of the order, terms and conditions; and order confirmation) shall be sent to the customer by us via a durable medium (email or paper copy) (confirmation of contract). Please check the spam folder of your email inbox regularly.

(3) The sole language provided for the conclusion of the contract shall be German. Translations into other languages shall be for your information only. In the event of contradictions between the German text and the translation, the German text shall prevail.

(4) The terms of the contract, with details of the ordered goods and/or services and including these terms and conditions and the cancellation policy, shall be sent to you by email with the acceptance of the contract offer or with notification thereof. The text of the contract shall be stored with due regard for data protection.

5. Technical steps up to the conclusion of the contract and correction of input errors

As part of the ordering process, you first place the desired goods or services in the shopping cart. In it, you can change the desired number of pieces at any time or remove selected goods or services altogether. If you have stored goods or services in it, you can click on the ‘Next’ buttons and first be taken to a page where you can enter your details and then select the delivery and payment methods. Finally, an overview page will open where you can check your information. You can correct your input errors (e.g. regarding the payment method, data or the desired number of pieces) by clicking on ‘Edit’ next to the respective field. If you wish to cancel the ordering process completely, you can also simply close your browser window. Otherwise, after clicking on the confirmation button ‘Send Order’, your declaration shall become binding within the meaning of section 4(2) of these terms and conditions.

6. Terms of payment

(1) All prices quoted on the website of the Supplier are exclusive of the applicable statutory VAT. Duties and similar charges shall be borne by the Customer. The Customer can make payment in advance or after receiving an invoice.

(2) The Customer may change the payment method stored in his or her user account at any time.

(3) Unless otherwise specified, a delivery agreed to be paid for by invoice shall be due for payment within 30 days after receipt of the invoice by the Customer (except for a different period expressly stated in the invoice). In the event of a delay, the Supplier shall be required to pay default interest at a rate of nine (9) percentage points per annum above the basic rate of interest.

(4) The Customer’s obligation to pay default interest shall not exclude the Supplier from claiming further default damages.

7. Time periods for dispatch of goods, sale, partial deliveries

(1) All time periods for the dispatch of the goods that are indicated by us at the time of the order or otherwise agreed upon by us shall commence, (a) when delivery is agreed against payment in advance: on the day of receipt of the full purchase price (including VAT and delivery charges) or (b) if payment by cash on delivery or by invoice is agreed: on the day of conclusion of the contract. The date of delivery of the goods by us to the carrier shall determine if we are compliant with the dispatch date.

(2) The time periods specified by us for the dispatch of the goods shall always only be approximate and may therefore be exceeded by up to 10 working days. This shall not apply if a fixed dispatch date has been agreed. If no time period or date for dispatch is specified or otherwise agreed, dispatch within 10 working days shall be deemed agreed. This delivery time shall not apply to deliveries to Customers based abroad; for them, the delivery times shall be communicated separately by email.

(3) In the event that there are goods that have been indicated on the order form as ‘out of stock’ and our supplier does not deliver them to us in time, the relevant dispatch time period shall be extended until delivery by our supplier plus a period of three working days, provided that:

  • We are not responsible for the delay in delivery by our supplier, and
  • We reordered the goods in good time before the purchase contract was concluded, such that timely delivery could be expected under normal circumstances.
If the goods are not deliverable in time for reasons not of our fault or in spite of timely reordering, we shall be entitled to withdraw from the purchase contract. We shall immediately notify the Customer of the unavailability of the goods and, in the event of a cancellation, we shall immediately refund the payments made to us.

(4) If the Customer has purchased multiple separately usable products in one order, we may also send them in multiple separate deliveries, with us bearing the additional delivery charges incurred as a result. However, if one of the ordered products is marked as out of stock in the online shop and the Customer declares his or her wish for advance delivery of the products in stock, he or she shall bear the additional delivery charges incurred as a result. The statutory rights of the Customer with regard to timely and proper delivery shall not be limited by this.

(5) If no specimens of the product selected by the Customer are available at the time of the order, the Supplier shall inform the Customer without delay in the order confirmation. If the product is permanently unavailable, the Supplier shall refrain from issuing a declaration of acceptance. A contract shall not be concluded in this case.

(6) If the product specified by the Customer in the order is only temporarily unavailable, the Supplier shall also inform the Customer without delay in the order confirmation.

8. Dispatch method and duration, insurance and passing of risk

(1) Unless expressly agreed otherwise, we shall determine the appropriate dispatch method and the carrier at our reasonable discretion.

(2) If the goods are sent in accordance with the agreements made with the Customers, without us having agreed to additional installation or assembly work or the like, we shall only be liable for the timely and proper delivery of the goods to the carrier and shall not be liable for delays caused by the carrier. Any delivery time specified by us (the period between the handover by us to the carrier and the delivery to the Customer) shall therefore be non-binding.

(3) The risk of accidental destruction, damage or loss of the delivered goods shall pass to the Customer upon delivery of the goods to the Customer insofar as we owe only their dispatch (paragraph 2).

(4) We shall insure the goods against the usual transport risks at our expense.

(5) Any delivery charges incurred shall be listed in the product description and be marked separately by us on the invoice. Delivery charges shall be borne by the Customer. With an order value of €150 or more, the Supplier shall deliver to the Customer free of charge.

(6) The goods shall be dispatched by post ex works.

9. Retention of title

(1) The goods shall remain our property until full payment has been made.

(2) Without our prior written consent, the Customer shall not be entitled to claim ownership of the goods that are delivered by us and still subject to retention of title (‘reserved goods’). Utilisation of the Customer’s legal right in relation to the reserved goods (the so-called expectant right, Anwartschaftsrecht) shall remain permissible as long as the third party is informed of our right of ownership. However, you must not pledge the reserved goods or transfer them as security. In this case, however, you shall assign to us all claims arising from such resale, regardless of whether this takes place before or after any reprocessing of the goods supplied with retained title, in the amount of the invoice value of our claim. We shall accept this assignment. Irrespective of our authority to collect the amount receivable ourselves, you shall remain entitled to collect the amount receivable even after the assignment. In this context, we undertake not to collect the amount receivable ourselves as long as and to the extent that you meet your payment obligations, no application for the opening of insolvency or similar proceedings has been made concerning your assets and no payment has been suspended. Insofar as the above securities exceed the amounts receivable to be secured by more than 10%, we shall be obliged to release securities of our choice at your request.

(3) The Customer shall treat the reserved goods with care.

(4) In the event of access by third parties – in particular by bailiffs – to the reserved goods, the Customer shall point out our ownership and notify us immediately so that we can enforce our ownership rights.

(5) In the event of late payment, we shall be entitled to demand the reserved goods if we have withdrawn from the contract.

10. Warranty

(1) Insofar as the delivered goods are defective or have deficiencies in their legal title, you shall be entitled within the scope of the statutory provisions to demand supplementary performance in the form of rectification of the defects or delivery of defect-free goods. We shall have the right to choose the type of supplementary performance. In the event that the supplementary performance fails, you shall be entitled to reduce the remuneration or to withdraw from the contract if the statutory requirements are met. The prerequisite for any warranty rights shall be that you duly fulfil all investigation and notification obligations owed pursuant to section 377 of the German Commercial Code (Handelsgesetzbuch, HGB).

(2) The limitation period for warranty claims in relation the delivered goods shall be – without prejudice to the provisions in section 11 Limitation of Liability – twelve months from receipt of the goods.

(3) An additional warranty shall exist in respect of the goods supplied by the Supplier only if it has been expressly stated in the order confirmation for the respective item.

11. Limitation of liability

(1) Customer claims for damages shall be prohibited unless otherwise specified below. Excluded from this shall be Customer claims for damages arising from injury to life, body, health or from breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on a deliberate or grossly negligent breach of duty by the Supplier, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract.

(2) In the event of a breach of essential contractual obligations, the Supplier shall be liable only for the foreseeable damage typical for the contract if this damage was caused simply by negligence, unless it concerns Customer claims for damages arising from injury to life, body or health.

(3) The restrictions of paragraphs 1 and 2 shall also apply in favour of the legal representatives and vicarious agents of the Supplier if claims are asserted directly against them.

(4) The limitations of liability arising from paragraphs 1 and 2 shall not apply if the Supplier fraudulently concealed the defect or assumed a guarantee for the quality of the goods. The same shall apply insofar as the Supplier and the Customer have concluded an agreement on the nature of the goods. The provisions of the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

12. Copyright

We shall hold the copyright to all pictures, films and texts published in our online shop. Any use of the pictures, films and texts shall not be permitted without our express and written consent.

13. Warranty

We may process and store the data relating to the respective contracts only within the scope of the applicable statutory provisions. Details can be found in the privacy policy available on our website.

14. Final provisions

(1) Changes or additions to these terms and conditions shall be made in writing.

(2) The laws of the Federal Republic of Germany, excluding UN sales law, shall apply.

(3) The place of performance and the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the registered office of the Supplier.

(4) Dispute resolution: The European Commission has created an internet platform for online dispute resolution. The platform serves as a point of contact for the out-of-court resolution of disputes concerning contractual obligations arising from online sales contracts. Further information is available via the following link

We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration body.

(5) Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the other provisions. The Parties, by mutual agreement, shall replace the invalid provision with a legally valid provision which comes closest to the economic meaning and purpose of the invalid provision. The above rule shall apply correspondingly in the case of regulatory gaps. However, to the extent that this constitutes an unreasonable hardship for a Party, the contract as a whole shall become ineffective.