As of August 2025
a) These terms of sale and delivery apply to all — including future — business relationships with entrepreneurs within the meaning of Section 14 BGB, legal entities under public law or special funds under public law relating to deliveries and other services, including work contracts and the delivery of indefensible items.
b) Our sales and delivery conditions apply exclusively. We object to other conditions — in particular the buyer's purchasing conditions — now and for the future.
c) If, in a specific individual case, agreements to the contrary are to be made with the buyer, which should take precedence over these general terms of sale and delivery, this requires a contract or our express confirmation in writing.
a) Our offers are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period. Orders are only binding on us when and to the extent that we have confirmed them in text form or have begun to execute them. Verbal agreements, promises and guarantees made by our employees — with the exception of bodies, authorized signatories and general agents — in connection with the conclusion of the contract are only binding upon our confirmation in text form. The waiver of this textual form requirement also requires the text form.
b) Additional clauses relating to the description of goods such as “circa”, “as already delivered”, “as usual” or similar additions in our offers relate exclusively to the quality or quantity of the goods, but not to the price. Such information in the buyer's orders is understood accordingly by us.
c) Our quantities are approximate. In the case of delivery in top-up or permanently connected tanks as well as in silo vehicles, deviations of +/- 10% of the agreed quantity are considered in accordance with the contract - information of an approximate quantity entitles us to a corresponding over/fall below. Such variances in quantity reduce or increase the agreed purchase price accordingly.
a) Our prices are exclusive of statutory sales tax, packaging, plus customs duties in the case of export deliveries, as well as fees and other public charges, in particular taking into account the respective place of delivery. They are calculated on the basis of the quantities or weights determined by us or our upstream supplier, unless the recipient determines them using calibrated scales and the goods were transported at our risk; in this case, the recipient's findings are decisive for the price calculation.
b) The purchase price is due net payment upon delivery of the goods, unless otherwise agreed in writing.
c) If the due date is exceeded, we may charge interest of 5 percentage points.
d) In the event of default, we charge default interest of 9 percentage points above the base interest rate and an additional lump sum of 40.00 euros. We reserve the right to claim further damage.
e) Bills of exchange and cheques will only be accepted on the basis of performance and subject to a corresponding agreement. Standard banking charges for payment transactions are borne by the buyer.
f) The buyer has the right to withhold and offset only insofar as his counterclaims are undisputed or legally established, they are based on the same contractual relationship with us or would entitle him to refuse to provide services in accordance with Section 320 BGB.
g) If, after conclusion of the contract, it becomes apparent that our payment claim is jeopardized by the buyer's lack of performance or if other circumstances arise which suggest that the buyer's performance is significantly impaired, we may exercise the rights under Section 321 BGB. This also applies if our performance obligation is not yet due. In such cases, we may also make all non-time-barred claims arising from the ongoing business relationship with the buyer due. The buyer's lack of performance is also considered to be if the buyer is at least three weeks in default of payment with a significant amount, and if the existing limit for him is significantly downgraded in our commercial credit insurance.
a) The agreed delivery periods and dates are always considered approximate unless a fixed date has been expressly agreed as such in writing. In the event of our delay in delivery, the limitation of liability in § 9 applies.
b) We are entitled to make partial deliveries to a reasonable extent. We are also entitled to reasonably exceed or fall below the agreed delivery quantities within the meaning of § 2c.
c) In the case of deliveries that do not affect our company (drop sales), the delivery date and deadline are met if the goods leave the delivery point in good time that, during normal transport time, the delivery reaches the recipient on time.
d) We are not liable for impossibility of delivery or for delays in delivery, insofar as these are due to force majeure or other events unforeseeable at the time the contract is concluded (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transportation delays, strikes, lawful lockouts, epidemics affecting our supply chain, shortages of labor, energy or raw materials, difficulties in obtaining necessary regulatory approvals, authorities measures) have been caused are that we are not responsible for. If such events significantly impede or make delivery or performance impossible for us and the hindrance is not only of temporary duration, we are entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or performance deadlines are extended or the delivery or service dates are postponed by the period of hindrance plus a reasonable start-up period. Insofar as the buyer cannot be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by sending us an immediate written declaration.
e) We are not liable in the event of impossibility or delay in the performance of delivery obligations if and insofar as the impossibility or delay is based on circumstances caused by the buyer, in particular on the failure to comply with his public law obligations, e.g. in connection with European Regulation (EC) No. 1907/2006 (REACH Regulation) or other legally binding obligations to submit a declaration of end use in the currently valid version.
f) Our delivery obligation is subject to correct and timely self-delivery, unless we are responsible for incorrect or delayed delivery.
g) Insofar as the agreed prices are based on our list prices and delivery is only to take place more than four months after conclusion of the contract, our list prices valid upon delivery apply (in each case minus an agreed percentage or fixed discount).
a) Delivery is carried out in accordance with the trade clause set out in the individual contract, the interpretation of which is governed by INCOTERMS in the version valid at the time of conclusion of the contract. Unless otherwise agreed, our deliveries are ex works (ex works). The risks of transport from the point of delivery are always borne by the buyer, even in the case of freight-free deliveries or free deliveries.
b) If the buyer picks up the goods at the point of delivery, he or his agent must load the vehicle and comply with the legal regulations, in particular with regard to the transport of dangerous goods.
c) In any case, the buyer is responsible for unloading and storing the goods.
d) In the case of deliveries in tank vehicles and attachment tanks, the buyer must ensure that his tanks or other storage containers are in perfect technical condition and arrange for the filling lines to be connected to his receiving system on his own responsibility and, if necessary, oblige the recipient accordingly. Our commitment is limited to operating the vehicle's own facilities.
e) Insofar as our employees assist with unloading or refueling in the cases set out in paragraphs b) to d) above, they act at the sole risk of the buyer and not as our vicarious agents. Costs arising from standstill and waiting times are borne by the buyer.
f) Storage costs after transfer of risk and in case of default of acceptance shall be borne by the buyer. After expiry of a reasonable period of acceptance set in vain by the buyer, we may dispose of the goods whose further use or resale is not possible at the buyer's expense, unless, at our reasonable discretion, storage of the goods is not feasible or reasonable due to their nature or nature.
a) If we deliver packaging on loan, it must be returned to us at the latest within 30 days of receipt by the buyer in emptied, perfect condition at his expense and risk or, if necessary, freely returned to our vehicle against confirmation of receipt. The conditions of the chemical trade pledge community for reusable chemical packaging remain unaffected by this.
b) If the buyer does not comply with the obligation set out under a) in due time, we are entitled to charge a reasonable fee for a period of more than 30 days and, after setting an unsuccessful deadline for the return, taking into account the aforementioned fee, the replacement price.
c) Marks affixed to packaging must not be removed. Rental packaging must neither be swapped nor refilled. The buyer bears the risk of decreases in value, exchange and loss. The initial findings in our company are decisive. The use of the rental packaging as a storage container or its transfer to third parties is prohibited, unless this has been agreed in writing beforehand.
d) The buyer is responsible for emptying the tank car immediately and returning it to us or to the specified address in proper condition. If he is in default with the return shipment, the costs of the tank car due to the delay will be borne by him.
a) Ownership of the goods (reserved goods) is only transferred to the buyer upon full payment of the purchase price. All delivered goods remain our property (reserved goods) until all claims, in particular the respective balance claims to which we are entitled within the framework of the business relationship (balance reservation), have been satisfied. This also applies when payments are made on specially specified claims. The balance reservation expires definitively upon settlement of all claims outstanding at the time of payment and covered by this reserve of balance. In the case of prepayment or cash transactions within the meaning of Section 142 of the Insolvency Code, only the simple retention of title in accordance with sentence 1 applies; the retention of balance does not apply in this case.
b) As long as the buyer duly fulfills his obligations to us, he is authorized to continue using the reserved goods in the normal course of business, provided that his claims arising from the resale in accordance with e) are transferred to us.
c) If the buyer fails to meet his payment obligations even after the grace period has been set, we are entitled to demand the return of the reserved goods without setting a further grace period and without notice of withdrawal. For the purpose of taking back, we may be entitled to enter the buyer's premises.
d) The reserved goods are processed or processed for us without binding us. We are considered a manufacturer within the meaning of Section 950 BGB and acquire ownership of the intermediate and end products in proportion to the invoice value of our reserved goods to the invoice values of other goods; in this respect, the buyer stores them for us in trust and free of charge. The same applies if reserved goods are combined or mixed with foreign goods within the meaning of Sections 947, 948 BGB.
e) The buyer hereby assigns to us the claims against third parties arising from the resale of the reserved goods to secure all our claims. If the buyer sells goods in which we have share ownership in accordance with letter d), he assigns the claims against the third parties to us for the corresponding partial amount. If the buyer uses the reserved goods as part of a work or similar contract, he assigns the corresponding claim to us.
f) In the ordinary course of business, the buyer is authorized to collect receivables from continued use of the reserved goods. If we become aware of facts that indicate a significant decline in the buyer's assets, the buyer must, at our request, notify its customers of the assignment, refrain from any disposal of the claims, provide us with all necessary information about the inventory of the goods in our possession and the claims assigned to us, and hand over the documents to assert the assigned claims. Access by third parties to the reserved goods and the assigned claims must be reported to us immediately.
g) If the value of the securities to which we are entitled exceeds the total claim against the buyer by more than 50%, we are obliged to release securities of our choice at the buyer's request.
a) The internal and external properties of the goods owed are determined in accordance with the agreed specifications, in the absence of such, according to our product descriptions, markings and specifications, and in the absence of such, according to practice and commercial practice. References to standards and similar regulations, information in safety data sheets, information on the usability of the goods and statements in advertising material, declarations of conformity, analysis certificates, test certificates or similar declarations are no assurances or guarantees. In particular, relevant identified uses under REACH Regulation (EC) No 1907/2006 do not represent an agreement of a corresponding contractual nature nor a use required under the contract.
b) If we advise the buyer in word, writing or by trial and error, this is done to the best of our knowledge, but without liability on our part, and does not exempt the buyer from examining the delivered goods for their suitability for the intended processes and purposes.
c) Statutory provisions such as Section 377 HGB apply to the inspection of the goods and notification of defects, with the proviso that the buyer must notify us of defects in the goods in writing. If the goods are delivered in packages, he must also check the labeling of each individual package for compliance with the order. In addition, before refueling, he must satisfy himself of the contractual nature of the goods by sampling in accordance with standard commercial practice.
d) If there is a justified, timely complaint, we may, at our option, remedy the defect or deliver defect-free goods (subsequent performance). In the event of failure or refusal of subsequent performance, the buyer is entitled to the legal rights. If the defect is not significant and/or the goods have already been sold, processed or redesigned, it is only entitled to the right of reduction.
e) Further claims, in particular subsequent damage, are excluded in accordance with § 9.
a) For breach of contractual and non-contractual obligations, in particular due to impossibility, default, fault in initiating a contract and tort, we are liable — including for our executive employees and other vicarious agents — only in cases of intent and gross negligence. Insofar as there is no intent, our liability for damages is limited to the typical contract damage foreseeable at the time of conclusion of the contract. In addition, our liability is excluded, including for subsequent damage and lost profits.
b) The restrictions under § 9a) do not apply in the event of intent or culpable breach of essential contractual obligations. Essential to the contract are the obligation to deliver on time and the freedom of the goods from defects which impair their functionality or usability more than insignificantly, as well as duties of advice, protection and care aimed at protecting the buyer or his staff from significant damage. Furthermore, the restrictions do not apply in cases of mandatory liability, e.g. under the Product Liability Act, in the event of injury to life, limb or health, and not even if and to the extent that we have fraudulently concealed defects in the item or have guaranteed their absence. The rules on the burden of proof remain unaffected by this. The buyer's rights of recourse under §§ 478, 479 BGB remain unaffected in any case.
c) If we are in default with a delivery or other service, the buyer may claim compensation for the default damage in addition to the performance; in the event of slight negligence, however, limited to a maximum of 10% of the agreed price for the delayed service. The buyer's right to compensation in lieu of performance in accordance with this § 9 remains unaffected.
d) Liability in the event of impossibility of delivery or delays in delivery is subject to the restrictions set out in § 4d) and § 4e).
e) Unless otherwise agreed, contractual claims that the buyer has against us arising from and in connection with the delivery of the goods and our other services expire one year after delivery of the goods. This does not affect the statutory limitation period due to our liability for intentional and grossly negligent breaches of duty, culpably caused damage to life, limb and health as well as mandatory liability, e.g. under the Product Liability Act.
If the buyer notifies us of a use in accordance with Article 37 (2) of Regulation (EC) No 1907/2006 of the European Parliament and of the Council on the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH Regulation), which requires an update of the registration or the chemical safety report or which triggers another obligation under the REACH Regulation, the buyer bears all verifiable expenses. We are not liable for delivery delays caused by the notification of this use and the fulfilment of the corresponding obligations under the REACH regulation by us. If, for reasons of health or environmental protection, it is not possible to include this use as an identified use and should, contrary to our advice, the buyer intends to use the goods in the way we have advised against, we may withdraw from the contract. The buyer cannot derive any rights against us from the above rules.
The buyer is advised that the goods may be subject to export and import controls. Each contract partner is responsible for complying with the relevant export and import regulations. The buyer is also advised that U.S. export control law may apply when it comes to goods that originate in or in part from the USA. This may be the case even if the contract has no other connection to the USA.
The provider collects and stores the customer's data necessary for transaction transactions. When processing the customer's personal data, the provider complies with the legal provisions. Further details can be found in the privacy policy available on the online portal at www.imhoffstahl.com The customer will receive information about the data stored about him at any time upon request.
Confidential information within the meaning of this provision is all embodied or oral information and data, such as technical or business data, documents or knowledge as well as samples that one of the two parties receives in connection with orders, offers, projects, including an offer or request prepared by Imhoff & Stahl GmbH and submitted to the contractor before the order is accepted. The parties agree to use all confidential information exclusively in the context of fulfilling this order or project, not to make it available to third parties or to make it available only to those of their employees who need it as part of this order or project and who are obliged to maintain secrecy in accordance with this agreement, unless they are subject to a general confidentiality obligation anyway on the basis of their employment contract, taking the same care as apply to your own information of similar importance, but at least an appropriate degree of care.
The obligation of confidentiality does not apply to confidential information that is or becomes publicly available without the control of either party. This obligation also does not apply to confidential information that is to be disclosed on the basis of a binding administrative or judicial order or mandatory legal requirements, provided that the contracting parties have been informed of the respective disclosure in good time in advance in writing and that the parties have previously exhausted all legal options to prevent disclosure. Within three months of completion of the order or project, the parties may demand from each other that confidential information in embodied and/or electronic form be returned or destroyed immediately. However, this only applies to information that is not included in the service package provided by Imhoff & Stahl GmbH to the client. All information processed to create the service package is stored by Imhoff & Stahl GmbH within the legal minimum retention period.
a) The exclusive place of jurisdiction for all disputes arising from the business relationship between us and the buyer is the registered office of our head office. However, we can also sue the buyer at his registered office. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.
b) The laws of the Federal Republic of Germany apply, excluding the UN Sales Convention in the currently valid version (United Nations Convention on Contracts for the International Sale of Goods CISG of April 11, 1980).
c) Should any of the above clauses be or become ineffective, the ineffective conditions shall be replaced by provisions which come closest to the economic purpose of the contract while adequately safeguarding the interests of both parties.
