Gen­er­al Terms and Con­di­tions of Busi­ness, Sale, and De­liv­ery of Nigrin GmbH & Co. KG

I. General

  • These General Terms and Conditions of Business, Sale, and Delivery (hereinafter "GTC") apply to all contracts, deliveries, and other services of Nigrin GmbH & Co. KG (hereinafter "Nigrin") provided to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law (hereinafter collectively referred to as "Buyer").
  • Consumers within the meaning of Section 13 BGB are expressly excluded from the application of these GTC; Nigrin concludes contracts based on these GTC exclusively with entrepreneurs.
  • These GTC are a legally binding part of the contract for all business transactions between Nigrin and the Buyer and also apply to all future transactions without the need for further reference.
  • Any conflicting or deviating terms and conditions of the Buyer are not recognized unless Nigrin expressly agrees to their validity in writing. This also applies if Nigrin carries out the delivery without reservation despite being aware of conflicting or deviating terms and conditions of the Buyer.
  • Individual agreements with the Buyer (including ancillary agreements, supplements, and amendments) take precedence over these GTC; to be effective, they must be made in writing. This also applies to any amendment or cancellation of this written form clause.

II. Scope in the Online Environment

  • On the website nigrin.com, Nigrin products are presented for informational purposes only. No direct ordering or contract conclusion with Nigrin takes place via nigrin.com; the website merely redirects to external sales platforms, in particular Amazon.
  • To the extent that the Buyer purchases Nigrin products via third-party platforms (e.g. Amazon), the purchase contract is concluded exclusively with the seller listed there. The general terms and conditions of that seller and the platform terms of the respective provider apply with priority.
  • These GTC apply directly only to contracts that the Buyer concludes directly with Nigrin.
  • Information and details on nigrin.com (e.g. product descriptions, technical data, images) serve solely as general product information and do not constitute a binding offer to conclude a purchase contract. Deviations and changes are reserved within reasonable limits.

III. Offer and Conclusion of Contract

  • All offers from Nigrin are subject to change and non-binding unless expressly marked as binding in writing. Technical changes as well as changes in shape, color and/or weight are reserved within reasonable limits.
  • The presentation and advertisement of items in catalogs, price lists, other media, or in any B2B online ordering channel that Nigrin may provide does not constitute a binding offer but only an invitation to the Buyer to submit a corresponding offer.
  • A contract is only concluded when Nigrin expressly accepts the Buyer's order in writing (e.g. by email) or delivers the goods to the Buyer. The automatic confirmation of receipt of an order does not yet constitute acceptance.
  • Information from Nigrin regarding the subject of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances, and technical data) and representations thereof (e.g. drawings and images) are only approximately authoritative unless they are expressly designated as binding. They are not guaranteed quality characteristics but descriptions or designations of the delivery or service.
  • Guarantees in the legal sense, in particular quality or durability guarantees, require express written confirmation by Nigrin to be effective.

IV. Prices, Packaging, Shipping Costs, Price Changes

  • Unless expressly stated otherwise, all prices quoted by Nigrin are net prices in euros, plus the applicable statutory value-added tax.
  • Unless otherwise agreed, prices apply ex Nigrin's warehouse or factory. Shipping, freight, packaging, insurance, and other incidental costs are charged separately.
  • Shipping costs are calculated per delivery either as a flat rate or based on the freight and tariff rates valid at the time of contract conclusion; the specific arrangement may be set out in separate conditions or price lists.
  • Packaging costs are not included in the price and are invoiced separately. Nigrin takes back packaging material within the scope of statutory regulations. Any credits for returned packaging are subject to a separate agreement.
  • If more than four months lie between contract conclusion and the agreed delivery date, Nigrin is entitled to adjust the agreed prices at its reasonable discretion in accordance with Section 315 BGB, provided that relevant cost factors (in particular material, energy, and transport costs) demonstrably change. The price adjustment may not exceed the extent of the cost increase; it must be communicated to the Buyer, disclosing the relevant cost components. If the price increase exceeds 5% of the originally agreed price, the Buyer is entitled to withdraw from the contract.
  • If, after conclusion of the contract, Nigrin becomes aware of circumstances that are likely to materially impair the Buyer's creditworthiness, Nigrin is entitled to make further deliveries only against advance payment or security, or to withdraw from the contract in whole or in part after the unsuccessful expiration of a reasonable deadline set for this purpose.

V. Delivery, Delivery Periods, Transfer of Risk, Default of Acceptance

  • Delivery and performance periods are only binding if they have been expressly confirmed as such in writing. Otherwise, they are non-binding reference values that Nigrin endeavors to meet to the best of its ability.
  • Agreed delivery periods presuppose that all technical and commercial questions between Nigrin and the Buyer have been clarified and that the Buyer has timely performed all required acts of cooperation, in particular making agreed payments and providing required documents. Otherwise, delivery periods are extended appropriately unless Nigrin is responsible for the delay.
  • Partial deliveries are permitted insofar as they are reasonable for the Buyer and do not result in significant disadvantages for the intended use.
  • Compliance with delivery periods is subject to Nigrin receiving correct and timely supplies from its own suppliers. If delays become apparent, Nigrin will inform the Buyer of this without delay.
  • Events of force majeure and other events unforeseeable at the time of contract conclusion that lie outside Nigrin's sphere of influence (e.g. strikes, lawful lockouts, operational disruptions, energy or raw material shortages, governmental measures, transport delays, difficulties in obtaining materials, pandemics, or comparable events) extend the delivery period by the duration of the hindrance plus a reasonable restart period. Nigrin will inform the Buyer of the beginning and end of such circumstances. If such events lead to a delay of more than six weeks, both parties are entitled to withdraw from the contract in whole or in part with respect to the unfulfilled portion.
  • Claims for damages by the Buyer due to delivery delays caused by force majeure or other unforeseeable events originating from outside and not avoidable by reasonable care are excluded insofar as Nigrin is not responsible for the delay. This does not apply in cases of injury to life, body, or health, or in cases of intent or gross negligence on the part of Nigrin, its legal representatives, or vicarious agents.
  • The Buyer may place Nigrin in default at the earliest after the expiration of an expressly agreed delivery date in writing. A prerequisite for rights of withdrawal or damages due to default is that the Buyer has set Nigrin a reasonable grace period for performance, unless setting such a grace period is legally dispensable.
  • The risk of accidental loss or accidental deterioration of the goods passes to the Buyer, provided the Buyer is an entrepreneur, upon handover of the goods to the carrier, even if partial deliveries are made or freight-free delivery has been agreed. At the Buyer's request and expense, Nigrin can insure the goods against the usual transport risks.
  • The Buyer is obliged to accept the delivered goods. If the Buyer refuses acceptance without justified reason, Nigrin may, after setting a reasonable deadline, withdraw from the contract and/or claim damages. If Nigrin claims damages, these amount to a flat rate of 15% of the net purchase price, unless the Buyer proves that no damage has occurred at all or that the damage is significantly lower; Nigrin reserves the right to prove higher damages.
  • For custom-made products or goods specially procured for the Buyer, an over- or under-delivery of up to 10% of the ordered quantity is reserved, insofar as this is reasonable for the Buyer. Billing is based on the actual delivery quantity.

VI. Payment, Default of Payment, Set-off, and Right of Retention

  • Unless otherwise agreed in writing, invoices from Nigrin are due for payment within 7 days from the invoice date without deduction. The receipt of the amount in the account specified by Nigrin is decisive for the timeliness of payment.
  • Nigrin may agree with the Buyer on participation in the SEPA direct debit procedure. In this case, the Buyer authorizes Nigrin to collect due invoice amounts from the specified account via SEPA direct debit and to ensure sufficient funds. If Nigrin incurs bank fees or other costs as a result of a chargeback for which the Buyer is responsible, the Buyer must reimburse these.
  • Payments by check or bill of exchange are accepted only on account of performance. Discount and collection charges are borne by the Buyer and are payable immediately.
  • Representatives or employees of Nigrin are only entitled to accept payments if they have express collection authorization. Otherwise, performance to these persons has no discharging effect.
  • If installment payments have been agreed, the entire outstanding amount becomes due immediately, regardless of the agreed due dates, if the Buyer is more than 14 days in arrears with an installment, suspends payments, or if insolvency proceedings are applied for or opened against the Buyer's assets.
  • In the cases of paragraph 5, Nigrin is entitled to declare all claims arising from the business relationship immediately due and to make further deliveries only against advance payment or security.
  • The Buyer is only entitled to set off claims that are undisputed or have been legally established. A right of retention or other rights to refuse performance are only available to the Buyer insofar as they are based on the same contractual relationship and the counterclaim is undisputed or has been legally established.

VII. Warranty and Liability

  • The statutory provisions apply to the Buyer's rights in the case of defects in quality and title, unless otherwise specified below. Since Nigrin contracts exclusively with entrepreneurs, paragraphs 2 et seq. of this section apply additionally.
  • The Buyer must inspect the delivered goods without delay after delivery to the extent reasonable and must notify any defects in writing without delay. For merchants, Section 377 of the German Commercial Code (HGB) applies: obvious defects, incorrect deliveries, and shortfalls must be reported to Nigrin in writing within two weeks of delivery. The timely sending of the notice is sufficient to meet the deadline. If the Buyer fails to carry out the timely inspection or notification of defects, the delivery is deemed approved and warranty rights are excluded to that extent.
  • In the case of defects, Nigrin has the right to choose whether to remedy the defect by repair or by replacement delivery. Nigrin's right to refuse subsequent performance in accordance with statutory provisions remains unaffected.
  • Nigrin bears the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, insofar as the delivered item is located at the contractually agreed destination. Additional costs arising from the goods being moved to another location are borne by the Buyer, unless the relocation corresponds to the intended use.
  • The limitation period for claims based on defects is one year from delivery of the goods. This does not apply to claims for damages arising from injury to life, body, or health, or from grossly negligent or intentional breach of duty; in such cases, the statutory limitation periods apply.
  • If it turns out that a notification of defects was unjustified, Nigrin is entitled to demand reimbursement from the Buyer of the costs incurred (in particular inspection and transport costs).
  • Nigrin is liable without limitation – regardless of the legal grounds – in cases of intent and gross negligence. In cases of simple negligence, Nigrin is liable only
    • for damages arising from injury to life, body, or health,
    • for damages arising from the breach of a material contractual obligation (obligation the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the Buyer may regularly rely); in this case, however, Nigrin's liability is limited to foreseeable damages typical of the contract.
  • Nigrin's liability under the Product Liability Act, in the event of the assumption of a guarantee, and in the event of fraudulent concealment of a defect remains unaffected. Insofar as Nigrin's liability is excluded or limited, this also applies to the personal liability of the legal representatives, employees, and vicarious agents of Nigrin.

VIII. Retention of Title

  • Nigrin retains title to the delivered goods (goods subject to retention of title) until full settlement of all current and future claims of Nigrin arising from the ongoing business relationship with the Buyer (extended retention of title), including all balance claims from current account relationships.
  • The Buyer is obliged to handle the goods subject to retention of title with care and to insure them at its own expense to the usual extent against damage from fire, water, and theft. Upon request, the Buyer must provide Nigrin with proof that insurance has been taken out.
  • The Buyer is prohibited from pledging or assigning the goods subject to retention of title as security. The Buyer must inform Nigrin in writing without delay of any seizures, attachments, or other dispositions by third parties regarding the goods subject to retention of title and provide Nigrin with all information and documents necessary for intervention.
  • Processing, mixing, or combining the goods subject to retention of title with other goods not belonging to Nigrin is always carried out for Nigrin as manufacturer within the meaning of Section 950 BGB, without obligating Nigrin. Nigrin acquires co-ownership of the new item thereby created in proportion to the invoice value of the goods subject to retention of title at the time of processing to the other processed items.
  • If Nigrin's ownership lapses as a result of processing, combination, or mixing, the Buyer hereby transfers to Nigrin its ownership or co-ownership rights in the new item to the extent of the invoice value of the goods subject to retention of title. Nigrin accepts this transfer. The Buyer stores the item free of charge for Nigrin.
  • The Buyer is entitled to resell the goods subject to retention of title in the ordinary course of business as long as it is not in default of payment and there is no significant deterioration of its financial circumstances. The Buyer hereby assigns to Nigrin as security all claims in the amount of the invoice value of the goods subject to retention of title (gross) that arise from the resale against its customers or third parties, regardless of whether the goods subject to retention of title are sold without or after processing, combination, or mixing. Nigrin accepts this assignment.
  • The Buyer remains authorized to collect the assigned claims in the ordinary course of business. However, Nigrin is entitled to revoke the collection authorization and to collect the assigned claims itself if the Buyer falls into default of payment, fails to properly meet its payment obligations, or if an application is filed for the opening of insolvency proceedings over its assets or a comparable proceeding is opened. In this case, the Buyer is obliged to provide Nigrin with all information necessary for collection, hand over documents, and disclose the assignment to the debtors.
  • If the realizable value of the securities to which Nigrin is entitled exceeds the secured claims by more than 10%, Nigrin will release securities at Nigrin's choice upon the Buyer's request. 7
  • In the event of default of payment by the Buyer, Nigrin is entitled to demand the return of the goods subject to retention of title. The demand for return does not simultaneously constitute withdrawal from the contract; Nigrin expressly reserves the right to withdraw. Upon request, the Buyer must grant Nigrin access to business premises and warehouses so that Nigrin can take possession of the goods subject to retention of title, insofar as no statutory possessory rights of protection conflict with this.
  • All costs of taking back and realizing the goods subject to retention of title are borne by the Buyer. The realization costs may be set by Nigrin at a flat rate of 10% of the realization proceeds; the Buyer reserves the right to prove that no costs or lower costs were incurred, and Nigrin reserves the right to prove higher costs.
  • If the Buyer applies for the opening of insolvency proceedings over its assets or if such proceedings are opened, Nigrin is entitled to withdraw from the contract and demand the return of the goods subject to retention of title.

IX. Return of Goods (Voluntary Right of Return)

  • Goods delivered properly and free of defects will – without prejudice to statutory claims – only be taken back with the prior express consent of Nigrin and only within 14 days of delivery. The prerequisite is that the goods are in perfect, originally packaged, and salable condition.
  • For voluntarily returned goods, Nigrin issues a credit note, with 10% of the net merchandise value being retained as a restocking fee. The Buyer reserves the right to prove that no damage has occurred at all or that the damage is significantly lower than the flat rate; Nigrin reserves the right to prove higher damage.
  • This voluntary right of return does not affect the statutory rights of the Buyer (in particular warranty rights).

X. Export Control / No-Russia Clause (Art. 12g Regulation (EU) No. 833/2014)

  • The Buyer undertakes not to sell, supply, export, or re-export, directly or indirectly, goods that fall within the scope of Art. 12g of Regulation (EU) No. 833/2014 to natural or legal persons in the Russian Federation, nor to make such goods otherwise available to such persons, nor to supply such goods for use in the Russian Federation.
  • The Buyer will take all reasonable measures to ensure that the purpose of the above provision is not frustrated by third parties further down the supply and commercial chain, including resellers.
  • The Buyer shall set up and maintain an appropriate monitoring and compliance mechanism to detect any violations or circumvention activities further down the supply chain.
  • Any breach by the Buyer of the provisions of this section constitutes a material breach of contract. Nigrin is entitled to respond to such breaches with appropriate measures, in particular
    • to terminate the contract and/or business relationship with the Buyer extraordinarily, and
    • to impose a reasonable contractual penalty on the Buyer at its reasonable discretion, insofar as the Buyer is an entrepreneur, the amount of which may be reviewed by the competent court in the event of a dispute.
  • The Buyer will inform Nigrin without delay of any problems in applying the above requirements, in particular of any activities of third parties known to it that could frustrate the purpose of this clause. Upon Nigrin's request, the Buyer must provide reasonable information and evidence of compliance with these obligations within two weeks.

XI. Place of Performance, Jurisdiction, Applicable Law

  • The place of performance for all deliveries and payments is the registered office of Nigrin, currently Osnabrück, unless otherwise agreed.
  • The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship between Nigrin and the Buyer is – provided the Buyer is a merchant, a legal entity under public law, or a special fund under public law – Osnabrück. However, Nigrin is also entitled to sue the Buyer at its general place of jurisdiction.
  • The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and all other international and supranational conflict-of-law rules that would lead to the application of another legal system.

XII. Final Provisions

  • Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provision shall apply in place of the invalid or unenforceable provision; the same applies in the case of a regulatory gap.
  • Amendments and supplements to these GTC and ancillary agreements must be made in writing to be effective. This also applies to the amendment or cancellation of this written form clause, unless mandatory statutory law conflicts with this.

Osnabrück, April 2026 Nigrin GmbH & Co. KG