GENERAL TERMS AND CONDITIONS of KremsChem Austria GmbH
as of May 2026
I. VALIDITY
The underlying General Terms and Conditions (“GTC”) shall apply to all sales, contracts for services and transactions involving the supply and delivery of products and/or services by KremsChem Austria GmbH (“KremsChem“).
Differing provisions, such as contractual partners’ general terms and conditions or verbal agreements shall only apply if their validity was explicitly acknowledged in writing by KremsChem at the time of conclusion of the contract. Silence of KremsChem vis à vis contrary provisions – even in the course of correspondence – shall not be considered as acknowledgement or consent in any case.
Mandatory rights of a consumer under the Consumer Protection Law (Konsumentenschutzgesetz, KSchG) shall not be restricted by the GTC.
II. CONCLUSION OF CONTRACT, OFFERS
Orders require written acceptance of KremsChem.
Orders are deemed to be accepted if KremsChem supplies products or services following receipt of an order in line with such order.
The contractual partner shall remain bound to its order for four weeks unless a shorter period has been specified in writing. Such commitment expires before the end of this deadline if KremsChem rejects the order in writing.
Offers of KremsChem including all documents attached (e.g. technical data sheets, safety data sheets) are – unless otherwise agreed in writing – subject to change in terms of their entire content and not binding and are under reserve of any misprints or other mistakes.
- Official permits and requirements that may be necessary for execution of an order and/or the prevention of accidents and the like must be observed and/or provided by the contractual partner; they do not constitute a prerequisite for the conclusion of a contract. If permits and/or requirements are necessary for delivery and/or service they must be presented to KremsChem in due time as otherwise KremsChem may not be held liable for possible defaults connected with the delivery and/or service.
III. PRICES
KremsChem’s prices generally in force at the time of delivery shall apply unless other prices have been agreed separately in writing, in each case plus value added tax at the rate applicable at the time.
In case of deliveries by weight, the weighing on which the charges will be based upon will take place at the shipping point at KremsChem’s plant.
IV. DELIVERY, DELIVERY DATE, TRANSFER OF RISKS
The Incoterms 2020 shall apply unless otherwise agreed below or in an individual contract in writing.
The order confirmation of KremsChem shall determine the extent of delivery. KremsChem is entitled to make partial deliveries and to issue partial invoices.
KremsChem endeavours to adhere to an appropriate delivery date; binding delivery dates have to be expressly agreed in writing as fixed delivery periods or dates.
The place of fulfilment for all deliveries is KremsChem's registered office in Krems unless otherwise agreed in writing. The contractual partner must thus claim any transport damages from the transport company.
V. WARRANTY, COMPENSATION FOR DAMAGES, PRODUCT LIABILITY
Even in the event of a complaint, the contractual partner is obliged to first accept the products, to unload them appropriately and to store them.
Notices of defects will only be considered by KremsChem if they are made without delay and in writing no later than one week from delivery or, in case of defects that are not immediately recognisable, after their discovery, in each case by sending samples and receipts, packing slips, as well as stating the invoice number, the invoice date and the signature on the packaging.
Notices of defects shall be addressed to: KremsChem Austria GmbH, Hafenstraße 77, 3500 Krems, Austria; or via email to: customerservice@kremschem.com.
The warranty period amounts to six months and will neither be extended nor interrupted by attempts for improvement. This also applies to partial deliveries.
The burden of proof for any defects lies with the contractual partner.
The claim for warranty shall lapse if the contractual partner or any person authorised by the contractual partner makes changes to the delivered product(s) without written consent of KremsChem.
KremsChem only warrants that the products delivered provide for the characteristics usually presupposed for these products in commerce. For any other characteristics beyond this, in particular made in public statements – such as advertising and/or statements, pattern or samples attached to the products – KremsChem only takes warranty if these characteristics have been assured in writing in the course of acceptance of the order.
For those products that KremsChem has purchased from third-party suppliers, KremsChem shall only provide warranty within the limits of KremsChem’s own warranty rights against the supplier.
If a defect is ascertained, KremsChem will immediately estimate the rectification costs and announce the rectification period and the form of rectification. It is left to KremsChem to decide whether the warranty claims are to be fulfilled by replacement, improvement, price reduction or cancellation of the contract.
Any liability of KremsChem for consequential damages under the title of compensation for damages is excluded, intent and gross negligence exempted.
KremsChem shall be liable for damages occurred in the course of processing the order – with the exception of personal injuries – only in case of intent or gross negligence or in case of intent or gross negligence on the part of vicarious agents working for KremsChem and in any case only up to a maximum of the value of the products or services ordered.
The compensation for consequential damages due to non- or improper performance is in any event excluded.
The existence of slight or gross negligence has to be proven by the contractual partner.
The statute of limitations for claims for compensation for damages amounts to three years from the transfer of risks.
In the event of resale of the delivered product(s) by the contractual partner, all claims against KremsChem under the title of warranty shall lapse. The right of recourse pursuant to § 933b ABGB (Allgemeines Bürgerliches Gesetzbuch, Austrian Civil Code) is excluded. Recourse claims within the meaning of § 12 PHG (Produkthaftungsgesetz, Product Liability Act) are also excluded.
Vl. APPLICATION RELATED GUIDANCE
The application, use and processing of the purchased product(s) lies in the sole responsibility of the contractual partner. The application related guidelines provided by KremsChem are only non-binding information, do not constitute an agreement or assurance of a specific quality or suitability for use and do not release the contractual partner from the obligation to test the product(s) for its/their suitability for the intended processes and/or purposes.
VII. PAYMENT, DEFAULT OF PAYMENT, WITHDRAWAL
Payments shall only be deemed effected when the agreed amount is finally available free of any deductions on KremsChem's bank account.
KremsChem reserves the right to use payments to settle the oldest invoice item plus costs and the default interest accrued thereon in the following order: costs, interest, main amount due.
The term of payment is 14 days, unless otherwise agreed in writing.
If the term of payment is exceeded, KremsChem shall be entitled to charge interest on arrears due immediately at a rate of 9.2% p.a. above the Austrian National Bank's respective base rate as well as compensation for reasonable reminder fees and appropriate and necessary collection costs.
If the contractual partner is in default of payment, KremsChem shall be entitled to withdraw from the contract without setting a period of grace.
Agreed delivery periods and dates shall be interrupted if the contractual partner is in default of payment. Furthermore, KremsChem may prohibit the contractual partner from reselling the product in the event of a delay in payment - even without separate cancellation.
The contractual partner is not entitled to withhold payments due to warranty claims or other claims against KremsChem or to offset them against its claims, including those from other transactions.
VIII. RETENTION OF TITLE
The product(s) delivered by KremsChem shall remain the property of KremsChem until complete fulfilment of all obligations of the contractual partner arising from the contract, including ancillary claims and claims for damages.
The contractual partner is entitled to process and sell the product(s). This shall be subject to the following provisions:
The contractual partner's authorisation to process products subject to retention of title in proper business dealings shall end if the contractual partner ceases to make payments or if insolvency proceedings are applied for or opened.
By processing the products subject to retention of title the contractual partner does not acquire ownership of the new item. The processing is undertaken for KremsChem without it incurring any liabilities as a result. If the products are processed with other items, mixed or blended, KremsChem acquires co-ownership of the new item in the ratio of the value of the products subject to retention of title to the value of the products as a whole.
The contractual partner already herewith assigns the claims including value added tax with all ancillary rights from the resale of the products subject to retention of title to KremsChem pro rata in as much as the products are processed, mixed or blended and KremsChem has acquired co-ownership equal to the value of its invoice. In the latter case, KremsChem is entitled to a corresponding fraction of the respective purchase price due in the ratio of the invoice value of its products subject to retention of title to the invoice value of the object in this cession. If the contractual partner has sold the claim as part of a genuine factoring transaction, he will assign the claim against the factor replacing it to KremsChem. KremsChem accepts this assignment.
KremsChem will not collect the assigned claims as long as the contractual partner fulfils his payment obligations. The collection authorisation elapses if the contractual partner defaults on his payments. In this case KremsChem is authorised by the contractual partner to inform the buyers of the assignment and collect the claims itself. The contractual partner is obliged to provide KremsChem on request with a precise list of the claims to which KremsChem is entitled with the name and address of the buyers, the amount of the individual claims, the invoice date etc. and to give KremsChem all the information needed to assert the assigned claims and to permit this information to be checked. The contractual partner is authorised to collect the claims itself as long as KremsChem does not give any other instructions.
KremsChem undertakes to release any collateral to which it is entitled if its value exceeds the claims to be collateralised by more than 20%.
Any pledges or the assignment of the products subject to retention of title respectively of the assigned claims as security are prohibited. KremsChem is to be immediately notified of pledges, including details of the pledgee.
If KremsChem takes back the item that was supplied on the basis of the retention of title, this will not count as a withdrawal from the contract. KremsChem may settle its claim with the product subject to retention of title that it has taken back by way of private sale.
IX. EXPORT CONTROL
The contracting party agrees to comply with all applicable export control and sanctions regulations (EU, U.S., etc.). The contracting party shall also use its best efforts to ensure that the purpose of this provision is not undermined by third parties in the downstream supply chain, including any resellers.
Furthermore, the contracting party agrees to disclose, upon request by KremsChem, all appropriate information regarding potential end users and the intended use (End-Use Certificate).
KremsChem has the right to terminate the contract and shall be released from its obligation to perform if the contracting party refuses to provide the information specified in Section 2 or if the performance of the contract would violate export control and/or sanctions regulations.
X. FORCE MAJEURE
Force majeure of any kind, i.e., obstacles beyond KremsChem’s reasonable control, including but not limited to business disruptions or traffic hold-ups, eg by way of cyberattacks, fire damage, floods, lack of staff, power, raw materials and supplies, wars, strikes, epidemics/pandemics, lockouts, disruptions in shipping, official decrees or other obstacles that prevent, delay, reduce or make the manufacture or delivery unreasonable, shall release KremsChem from its obligation to deliver and/or perform for the duration and scope of the disruption. If delivery and/or service is exceeded by more than eight weeks as a result of the disruption, both parties shall be entitled to withdraw from the respective contract. If KremsChem's sources of supply cease to exist in part or in full, KremsChem shall not be obliged to obtain supplies from third-party suppliers. In this case, KremsChem is entitled to distribute the available product quantities as its thinks best.
XI. PLACE OF JURISDICTION, APPLICABLE LAW
All agreements and legal relationships between the contractual partner and KremsChem are subject to Austrian law. The application of the United Nations Convention on Contracts for the International Sale of Goods and the provisions of international private law are excluded.
For any and all disputes the competent court in Krems an der Donau is agreed as the sole place of jurisdiction.
XII. MISCELLANEOUS
All offers, technical data sheets, safety data sheets and similar documents are the property of KremsChem; KremsChem also reserves its copyright in this respect. These documents may only be made accessible to third parties with the consent of KremsChem. Upon request, they must be returned to KremsChem immediately at any time and/or destroyed demonstrably.
The contractual partners are obliged to maintain confidentiality regarding all information and documents received from or in connection with the business relationship with KremsChem. Any disclosures require the prior written consent of KremsChem or are only permitted in case of a legal obligation of the contractual partner to disclose. The obligation to maintain the confidentiality of the information and documents shall remain in effect even after termination of the contract.
Should individual clauses of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses. An invalid provision shall be deemed to be replaced by a provision that comes closest to the economic purpose of the invalid provision and is legally permissible.