Terms & Conditions

§ 1 Scope

NSB Polymers GmbH (hereinafter "Seller") concludes contracts for the sale of raw materials exclusively on the basis of these General Sales Terms. These also apply to all future contracts of a similar nature without requiring renewed notice. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall not become part of the contract unless their validity is expressly confirmed in writing.

§ 2 Contract Formation

The Seller's offers are non-binding. Orders placed by the Buyer constitute binding contract proposals. The Seller may accept such proposals within 5 days by written order confirmation or by delivery. Individual agreements take precedence over these terms.

§ 3 Material Categories and Tolerances

Descriptions such as Prime, Near Prime, Off Grade, Wide Spec, Non-Prime, Stocklot, Surplus, Regranulate, Regrind, Rework, Aged Stock or Technical Scrap describe commercial and technical material categories and do not constitute a guarantee of suitability for a specific application. For off-grade, wide-spec, near-prime, stocklot, surplus, regranulate and regrind materials, deviations in colour, MFI/MFR, viscosity, moisture, odour, optical appearance, packaging, batch homogeneity, contamination level, mechanical values and processing behaviour may occur unless fixed limit values have been expressly agreed in writing.

§ 4 No Application Guarantee

The Buyer is obliged to verify the suitability of the material for its specific application, processing, regulatory requirements and end-customer release. Technical information, analyses, datasheets, samples or empirical values provided by NSB do not replace the Buyer's own testing. A guarantee for a specific application exists only where expressly confirmed by NSB in writing.

§ 5 Samples and Analyses

Samples serve preliminary assessment only and do not automatically represent the entire delivery lot. Analysis values refer to the tested sample or batch and do not automatically apply to other quantities, batches or subsequent deliveries. A binding batch specification exists only where agreed in writing.

§ 6 Delivery and Transfer of Risk

Delivery is ex warehouse. For shipment purchases, risk transfers to the Buyer upon handover of the goods to the carrier, freight forwarder, or other person designated to carry out the shipment. The Buyer bears the shipping costs and any transport insurance premiums.

§ 7 Incoterms and International Delivery

Where Incoterms are agreed, Incoterms® 2020 apply unless another version is expressly agreed. The agreed Incoterms govern transfer of risk, cost allocation and duties. Delivery dates are binding only if expressly confirmed in writing as fixed dates. NSB shall not be liable for delays caused by shipping lines, forwarders, ports, customs authorities, inspection bodies, strikes, force majeure, document checks, official measures or transport disruptions, unless caused intentionally or by gross negligence.

§ 8 Prices and Payment

The prices applicable at the time of contract formation apply, plus statutory VAT. Payments are due within 14 days of invoicing and delivery without deduction. The Seller reserves the right to require advance payment. Late payments will incur interest at the statutory rate.

§ 9 Payment and Credit Risk

NSB may make deliveries conditional on prepayment, partial payment, letter of credit, documentary collection, credit insurance, security or payment release. In the event of payment default, deterioration of creditworthiness, exceeded credit limits or doubts about solvency, NSB may withhold open deliveries, change payment terms or withdraw from the contract.

§ 10 Retention of Title

The delivered goods remain the property of NSB until full payment of all claims arising from the business relationship. The Buyer is entitled to resell and process the reserved goods in the ordinary course of business. Claims arising from such resale are hereby assigned to NSB in advance as security. If the reserved goods are processed, mixed or combined with other items, NSB acquires proportional co-ownership of the new item in the ratio of the invoice value of the reserved goods to the value of the new item.

§ 11 Warranty for Defects

In the event of a justified complaint, the Buyer is entitled to supplementary performance (repair or replacement) at the Seller's discretion. The warranty period is 12 months from the transfer of risk, unless mandatory law provides otherwise.

§ 12 Inspection, Notice of Defects and Processing Stop

The Buyer must inspect the delivered goods immediately upon receipt. Visible defects, quantity deviations, packaging damage and document discrepancies must be notified to NSB in writing without undue delay; hidden defects must be notified in writing immediately upon discovery (§ 377 HGB). Upon suspicion of a defect, the goods must not be further processed, mixed, repacked or resold until NSB has had the opportunity to inspect. Warranty claims are excluded to the extent that processing, mixing or resale by the Buyer has made inspection or damage mitigation more difficult or impossible.

§ 13 Export, Customs and Waste-Law Compliance

Unless expressly agreed otherwise in writing, the Buyer is responsible for all import, customs, product, environmental, waste-law, registration, end-use and permit requirements in the destination country. NSB delivers materials as polymer raw materials in accordance with the contractual description. A deviating classification by authorities, customs offices or third parties in the country of import is outside NSB's control where NSB has described and documented the goods correctly to the best of its knowledge. The Buyer must provide all information required for export, import and customs handling completely and in good time. Additional costs resulting from incomplete, incorrect or late information shall be borne by the Buyer.

§ 14 Limitation of Liability

The Seller's liability is limited to foreseeable, contract-typical damages, except in cases of intentional breach of duty or gross negligence, or in cases involving injury to life, body or health.

§ 15 Jurisdiction and Applicable Law

The place of jurisdiction for all disputes arising from this contract is Dormagen. German law applies exclusively.

§ 1 Scope

NSB Polymers GmbH (hereinafter "Buyer") concludes contracts for the purchase of raw materials exclusively on the basis of these General Purchasing Terms.

§ 2 Contract Formation

The Buyer's orders are binding. The Supplier must confirm orders in writing within 5 days or execute them unconditionally. Late acceptance constitutes a new offer and requires the Buyer's approval.

§ 3 Delivery Obligations

Delivery shall be made free of charge (DDP) to the address specified in the order or to the Buyer's headquarters in Dormagen. The Supplier must enclose complete delivery notes specifying the order number and contents.

§ 4 Prices and Payment

Agreed prices are fixed prices inclusive of statutory VAT. All transport and packaging costs are included in the price. Payments are made within 30 calendar days of complete delivery and receipt of invoice.

§ 5 Warranty Rights

The Supplier warrants that the delivered goods comply with the agreed specifications. The Buyer is entitled to inspect the goods upon receipt. A defect notice is valid if sent within 10 working days of discovery of the defect.

§ 6 Right of Recourse

The Buyer retains unrestricted statutory rights of recourse against the Supplier, regardless of whether the goods have been processed or installed by the Buyer or a third party.

§ 7 Product Liability

The Supplier shall indemnify the Buyer against third-party claims attributable to product defects of the Supplier. The Supplier is obliged to maintain adequate product liability insurance.

§ 8 Warranty Period

The general warranty period is 3 years from the transfer of risk.

§ 9 Purchases by NSB — Supplier Obligations

Where a supplier sells material to NSB, the supplier warrants that it is entitled to sell, that the goods are free of third-party rights, and that all known deviations, contamination, ageing, moisture issues, mixed batches, rework content, waste-law risks, hazardous-substance properties, export restrictions and regulatory particularities have been fully disclosed to NSB. The supplier shall indemnify NSB against all damages, costs, official claims, customer claims, transport costs, storage costs, analysis fees and legal costs arising from incorrect description, incorrect documents, missing disclosure, title defects or unlawful delivery.

§ 10 Jurisdiction and Applicable Law

The place of jurisdiction for all disputes arising from this contract is Dormagen. German law applies exclusively.