Section 1 Scope of application, form

(1) Our offer is not directed at consumers as defined in section 13 of the German Civil Code (BGB), but rather at entrepreneurs (section 14 of the BGB), legal persons governed by public law or public-law special funds. We offer our products to them – unless provided otherwise – only for further processing and research purposes. Unless provided otherwise, our products may not be used in an unprocessed form as additives for foodstuffs or feedstuffs; human or veterinary medicinal products and cosmetics, nor for in vivo diagnostic purposes. We shall not enter into any contracts with consumers as defined in section 13 of the BGB for products and services offered by us. As a result, these General Terms and Conditions of Sale (GTCS) shall only apply if the Buyer is an entrepreneur (section 14 of the BGB), a legal person governed by public law or a public-law special fund. These GTCS shall apply to all our business relationships with our customers (“Buyers”).

(2) The GTCS especially applies to contracts for the sale and/or delivery of movable objects (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (sections 433 and 650 of the BGB). Unless provided otherwise, the GTCS in the version valid at the time of the Buyer’s order, or at any rate the version last communicated in text form, shall also apply as a framework agreement for similar future contracts, without us being required to refer to them again in each individual case.

(3) Our GTCS shall apply exclusively. Any differing, conflicting or additional general terms and conditions (GTC) of the Buyer shall become part of the contract insofar as we have expressly agreed to their validity. This approval requirement shall apply in every case, for instance, even if, knowing the GTC of the Buyer, we make a delivery to it without reservation.

(4) Any individual agreements with the Buyer (including supplementary agreements, additions and amendments) shall in any case take precedence over these GTCS. Subject to evidence to the contrary, a written contract or our written confirmation shall be the authoritative version for the content of such agreements.

(5) Legally relevant declarations and notifications by the Buyer in respect of the contract (e. g. setting deadlines, notification of defects, termination or reduction) shall be in written or text form (e. g. letter, email, telefax). Formal statutory requirements and supporting documents, in particular in cases of doubt as to the declarant’s identity, shall remain unaffected.

(6) References to the application of statutory provisions are for clarification purposes only. Therefore, statutory provisions shall apply even without such a clarification, as long as they are not directly modified or expressly exempted in these GTCS.

Section 2 Conclusion of the Contract

(1) Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with catalogues, technical documentation (e. g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents (also in electronic form) to which we reserve ownership rights and copyrights.

(2) The order of the goods by the Buyer shall be deemed a binding contractual offer. Unless stated otherwise in the order, we are entitled to accept this contractual offer within 14 business days of receipt.

(3) Acceptance may be confirmed either in writing (e. g. by order confirmation) or by delivery of the goods to the Buyer.

(4) Unless provided otherwise between us and the Buyer in individual cases, the Buyer is responsible for complying with statutory and administrative provisions, in particular relating to the import, transport, storage and use of the goods.

Section 3 Product information/product condition, guarantees

(1) Unless provided otherwise, the contractually agreed condition of the goods is exclusively derived from our product specifications. A deviating contractual condition or designated use that is stipulated in the contract also does not arise from one of the “identified uses” that are relevant for the goods concerned under the REACH European chemicals regulation.

(2) Information regarding the condition and durability of the goods, as well as all other information, shall represent guarantees only if expressly agreed upon and referred to as such.

(3) Our product information and consulting services are provided to the best of our knowledge. All the information and services shall not exempt the Buyer from its obligation to examine and test the goods itself and to check whether they are suitable for the respective purpose.

Section 4 Delivery deadline and delays

(1) The delivery deadline will be agreed on a case-by-case basis or stipulated by us when accepting the order. If this is not the case, the delivery deadline is approximately two weeks from the date the contractis concluded.

(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (e. g. non-availability of the service), we will notify the Buyer immediately and indicate the estimated new delivery deadline at that time. If delivery can also not be made by the new deadline, we are entitled to terminate the contract in whole or in part; we will immediately refund any payments already made by the Buyer. Such unavailability of the service in this sense shall apply especially if our suppliers are late in making their delivery, if we have concluded a congruent covering transaction, if neither we nor our suppliers are responsible, or if we are not otherwise obliged to procure the delivery in this particular instance.

(3) The occurrence of a delay in delivery is determined in accordance with statutory provisions. In any case, the Buyer shall first issue a reminder.

(4) The Buyer’s rights pursuant to section 10 of these GTCS and our statutory rights shall remain unaffected, particularly if the obligation to perform is excluded (e. g. due to the impossibility or unreasonableness ofthe service and/or subsequent performance).

Section 5 Delivery, transfer of risk, acceptance,default of acceptance

(1) Delivery is made ex stock, which is also the place of execution of the delivery and any subsequent performance. At the Buyer’s request and expense, the goods will be shipped to another destination (mail order purchase). Unless provided otherwise, we are entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) ourself.

(2) The risk of accidental loss of and damage to the goods shall pass over to the Buyer at the latest on delivery. For sales shipments, the risk of accidental loss of and damage to the goods and the risk of delay shall pass to the customer upon delivery of the goods to the forwarder, carrier or any other person or institution instructed to perform the shipment to the Buyer. If an acceptance test is agreed, it shall be decisive for the transfer of risk. Otherwise, statutory provisions regarding service contracts shall be applicable to the agreed acceptance. The goods shall be deemed to have been transferred or accepted, if the Buyer is in default of acceptance.

(3) If the Buyer is in default of acceptance, fails to cooperate, or if the delivery is delayed for other reasons for which the Buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional costs (e. g. storage costs).

Section 6 Force majeure

If incidents and circumstances beyond our control (e. g. natural disasters, war, industrial disputes, traffic or business disruptions, official decrees) lead to a restriction of the availability of the goods so that we can no longer perform the contractual obligations, for the duration of the impairment and to the extent that we are affected, we shall be released from our contractual obligations and are not obliged to procure the goods from third parties. Sentence 1 shall also apply to the extent that the events and circumstances may cause the business concerned to be unprofitable for us. If the events and circumstances last for longer than three months, we are entitled to terminate the contract.

Section 7 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our prices valid at the time of concluding the contract shall apply, ex works, plus the statutory value-added tax.

(2) For a sales shipment (section 5 para. 1), the Buyer shall bear transport expenses ex stock and the expenses of a possible cargo insurance desired by the Buyer. The Buyer shall bear all customs duties, fees, taxes and other public levies. 

(3) Unless provided otherwise in a contract, the Buyer shall pay us the agreed price no later than seven days after the delivery or provision of the service.

(4) Regardless of the place of delivery of the goods, the place of execution for Buyer’s payment liability is our registered office.

(5) The Buyer is only entitled to the rights of offset or retention to the extent that its claim has been established by a final judgement or is undisputed. In the event of defects in the delivery, the Buyer’s rights shall remain unaffected in particular according to section 9 para. 4 sentence 2 of these GTCS.

(6) If it becomes apparent after the conclusion of the contract (in case of default of payment or an application to initiate insolvency proceedings) that our entitlement to the purchase price is at risk due to lack of solvency on the part of the Buyer, we are entitled in accordance with statutory provisions to refuse performance and – after possibly setting a deadline – to terminate the contract (section 321 of the BGB). In the case of contracts for the manufacture of specific objects (customised production) we can immediately terminate the contract; statutory provisions on the dispensability of the deadline shall remain unaffected. We are also entitled to revoke agreed due dates and to make further deliveries conditional on the deposition of other securities.

Section 8 Retention of ownership

(1) In any case, we reserve ownership of the delivered goods until complete payment of the purchase price.

(2) If the Buyer has paid the purchase price for the delivered goods, but has not completely paid off other claims resulting from the running business relationship with us, we shall also retain ownership to the delivered goods until all claims against the Buyer are paid in full.

(3) The goods to which we retain ownership may neither be pledged to third parties nor transferred as a security until the full payment of the secured claims. The Buyer must immediately inform us in writing, if an application to initiate insolvency proceedings is made or if third parties exercise rights (e. g. seizures) over the goods we own.

(4) In case of any behaviour of the Buyer that breaches the contract, especially non-payment of the due purchase price, we are entitled to terminate the contract pursuant to statutory provisions or/and request the return of the goods on the basis of the retention of ownership. The request to return the goods does not at the same time contain the declaration of termination; we are rather entitled to only request the return of the goods and reserve the right to termination. Should the Buyer not pay the due purchase price, we may only exercise these rights if we have first unsuccessfully given the Buyer an adequate deadline to make payment or such a deadline is unnecessary according to statutory provisions.

(5) Until termination as set out in (5d) below, the Buyer is authorised to dispose of and/or process the goods to which we retain ownership in the proper course of business, provided it performs its obligations resulting from the business relationship with us at the due date. In this case the following terms shall additionally apply.
(5a) The retention of ownership also extends to the full value of the products created from processing our goods. In the case of processing of our delivered goods, we shall be regarded as the manufacturer and directly assume ownership of the newly-produced objects. If processing occurs together with other objects, we shall directly assume co-ownership of the new objects in proportion to the invoice value of the goods delivered by us for the other objects.
(5b) The retention of ownership also extends to the full value of the products resulting from combining or mixing our goods. If our delivered goods are combined or mixed with an object of the Buyer in such a way that the object of the Buyer is to be deemed the main object, the Buyer shall transfer co-ownership of the principal item to us, namely in proportion to the invoice value of the goods delivered by us to the invoice value of the main item or – in the absence of an invoice value – the market value. The Buyer shall safeguard the resulting sole ownership or co-ownership for us for no consideration. In addition, in the case of section 8 para. (5a) and (5b), the resulting product shall be subject to the same as for the goods delivered under retention of title.
(5c) The Buyer already assigns to us as a security all claims from third parties arising from the resale of the goods or products fully or to the extent of our possible co-ownership share according to the previous paragraph. We hereby accept the assignment. The obligations of the Buyer listed in para. 3 also apply in consideration of the assigned claims.
(5d) Apart from us, the Buyer remains authorised to collect the debt. We hereby undertake not to collect the debt, provided that the Buyer executes its payment obligations toward us, that there is no lack of solvency, and that we are not asserting the retention of ownership by exercising a right pursuant to para. 4. However, if this is the case, we can request that the Buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and informs the debtors (third parties) of the assignment. We are also entitled, in this case, to revoke the Buyer’s permission to dispose of and process the goods, to which we retain ownership.
(5e) If the realisable value of the securities exceeds our claims by more than 15%, we shall release our choice of securities at the Buyer’s request.

Section 9 Claims for defects of the Buyer

(1) Unless provided otherwise below, statutory provisions shall apply to the rights of the Buyer in case of material and legal defects (including incorrect and short delivery and improper assembly or defective assembly instructions). ln all cases, the statutory special regulations shall remain unaffected for final deliveries of unprocessed goods to a consumer, even if the consumer continued their processing (supplier regress acc. to sections 478 of the BGB). Claims from supplier regress are excluded if the Buyer or another entrepreneur continued to process the defective goods, e.g. by installing them in another product.

(2) The Buyer’s claims for defects require that it has performed its statutory obligations of inspection and notice (sections 377 and 381 of the German Commercial Code (HGB)). In the case of building materials and other materials intended for installation or other subsequent processing, the goods must be examined immediately before the processing at the latest. Should a defect be noticed during delivery, inspection or at some later date, we should be promptly notified of this in writing. The type and extent of the defects should be precisely described in the notice. In any event, obvious defects shall be reported within seven working days from the date of delivery or, if the defect was not detectable on examination, shall be notified in writing within the same period from the discovery of the defect. If the Buyer fails to carry out the proper inspection and/or notice of defects, our liability for the defect that is not notified or not promptly or not properly notified is exempted in accordance with statutory provisions.

(3) If the delivered object is defective, we may initially choose to carry out a subsequent performance by removing the defect (subsequent improvement) or to deliver an object free of defects (replacement delivery). Our right to refuse subsequent performance by virtue of statutory provisions remains unaffected.

(4) We are entitled to make the subsequent performance due conditional on payment of the purchase price by the Buyer. However, the Buyer is entitled to retain an appropriate portion of the purchase price in proportion to the defect.

(5) The Buyer shall allow us the necessary time and opportunity to carry out the subsequent performance and shall in particular deliver the defective goods in question for inspection purposes. In case of a replacement delivery, the Buyer must return the defective object to us according to statutory provisions. The subsequent performance does not include the disassembly of the defective goods nor the reassembly, if we were not originally obliged to install them.

(6) In accordance with the statutory regulations, we will bear or reimburse any expenses necessary for the inspection and subsequent performance, in particular transport, travel, labour and material costs, if there is indeed a defect. Otherwise, we can require the Buyer to reimburse the costs arising from the unauthorised requests of removal of defects (in particular testing and transport costs), unless the lack of defectiveness could not be recognised by the Buyer.

(7) If the subsequent performance fails or if a reasonable deadline to be set by the Buyer for the subsequent performance has expired unsuccessfully, the Buyer may terminate the contract of sale or reduce the purchase price. There shall, however, be no termination right in the case of a minor defect.

(8) Claims from the Buyer for damages or reimbursement of unnecessary expenses incurred shall also only be asserted in the case of defects according to section 10 and are otherwise excluded.

Section 10 Other liability

(1) Unless required otherwise by these GTCS, including the following provisions, we assume liability in case of a breach of contractual and non-contractual obligations according to statutory provisions.

(2) We are liable for damages – irrespective of their legal grounds – in the context of faultbased liability in the case of intent and gross negligence. In case of simple negligence, we shall only be liable, subject to a more lenient standard of liability in accordance with statutory provisions (e. g. for diligence in our own affairs, insignificant breach of duty),
(2a) for damage arising from loss of life, limb or health,
(2b) for damage arising from the breach of a material contractual obligation (a material contractual obligation is an obligation, whose performance enables the proper execution of the contract in the first place and in whose execution the contracting party regularly relies on and may rely on); in this case, our liability is however limited to compensation for the foreseeable, typically occurring damage.

(3) The limitations of liability shall also apply to breaches of duty by or in favour of persons, for whose negligence we are responsible in accordance with statutory provisions. They shall not apply if we have maliciously concealed a defect or have assumed a guarantee for the condition of the goods and to claims of the Buyer pursuant to the German Product Liability Act.

(4) The Buyer can only withdraw from or terminate the contract for a breach of duty not relating to defects, if we are responsible for the breach of duty. A free termination right of the Buyer (especially in accordance with sections 648 and 650 of the BGB) is exempted. The statutory requirements and legal consequences shall apply otherwise.

Section 11 Limitation

(1) Notwithstanding section 438 (1) para. 1 No. 3 of the BGB, the general limitation period for claims arising from material and legal defects shall be one year from delivery. If an acceptance is agreed, the limitation shall begin with the acceptance.

(2) If the goods are a building or an item used for a building according to its usual purpose and have caused a defect in the building (building material), the limitation period according to the statutory regulation is five years from the date of delivery (section 438 para. 1 No. 2 of the BGB). Other statutory special regulations concerning limitation periods (in particular § 438 para. 1 No. 1, para. 3, §§ 444, 445b of the BGB) shall remain unaffected.

(3) The above limitation periods of the purchase right also apply to the Buyer’s contractual and non-contractual claims for damages based on goods defects, unless the application of the regular statutory limitation period (sections 195, 199 of the BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the Buyer according to section 10 para. 2 sentence 1 and sentence (2a) as well as according to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

Section 12 Special provisions for orders via our online shop

(1) The use of the online shop to initiate and process transactions is possible and permitted only when the user has previously registered and accepted the supplementary terms and conditions of use of the online shop. The Buyer is obliged to provide truthful and complete information during the registration process. The Buyer should always keep its information on file current. The online shop may only be used by the respective customer or authorised users.

(2) Our confirmation of receipt of the customer’s order does not constitute an acceptance of the offer to buy.

(3) We reserve the right to minor deviations in the conditions of the ordered goods, particularly with regard to quantity and purity, provided that the deviations are customary in the trade.

(4) The delivery times indicated in the online shop refer to the date of shipment.

Section 13 Choice of law and place of jurisdiction

(1) The laws of the Federal Republic of Germany with the express inclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) shall apply to these GTCS and the contractual relationship between us and the Buyer, irrespective of whether the Buyer is based in a (CISG) signatory State.

(2) If the Buyer is a merchant as defined in the German Commercial Code, a legal person governed by public law or a public-law special fund, the exclusive international place of jurisdiction for disputes resulting directly or indirectly from the contractual relationship is our registered office. The same applies if the Buyer is an entrepreneur as defined in section 14 of the BGB. We are however entitled in all cases to bring an action at the place of execution of the delivery obligation according to these GTCS or an overriding individual agreement or at the general place of jurisdiction of the Buyer. Overriding statutory provisions, especially regarding exclusive jurisdictions, remain unaffected.

Section 14 Language of the contract

If the text of these General Terms and Conditions is also notified to the Buyer in a language other than German, this shall only serve to facilitate understanding. In any case, the German text shall prevail and is exclusively valid.

Version: 15/06/2021

abcr GmbH domiciled in Karlsruhe

Commercial address of the registered office:
Im Schlehert 10, 76187 Karlsruhe, Germany

Article 1 - Object - Scope 

(1) These general terms and conditions of sale and services (hereinafter the “GTCS”) apply to any sale of products as notably displayed in abcr’s website and customs synthesis developments for research or production purposes (hereinafter the ”Goods”) and/or any services offered by abcr concerning notably research services, logistics or consulting services (hereinafter the “Services”) between abcr france, a simplified stock company, registered with the Lyon Trade and Companies register under number 840 121 057, located at building Spaces Part-Dieu, 49, Boulevard Marius Vivier Merle 69003 Lyon (hereinafter « abcr ») and any legal professional client acting in the framework of its commercial, industrial, craft, liberal or agricultural activity (hereinafter the “Buyer”). For the sake of clarity, these GTCS are not applicable to any natural person acting for purposes which are outside his or her trade, business or profession.

Except as otherwise specifically agreed between the parties, it is expressly stated that the Goods may not be used in an unprocessed form as additives for foodstuffs or feedstuffs, human or veterinary medicinal products and/or cosmetics, nor for in vivo diagnostic purposes. 

(2) Unless provided otherwise, the applicable GTCS shall be the version in force at the time of the Buyer’s order.

(3) According to article L.441-6 of the commercial Code, abcr´s GTCS constitute the exclusive basis of the commercial negotiations between the parties concerning the sale of Goods and/or Services. The GTCS shall apply to any order placed by the Buyer to the express exclusion of any provisions or documents not expressly agreed between the parties in writing. 

(4) The Buyer acknowledges that by placing orders with abcr it accepts these GTCS.

(5) In the event that any of the provision of these GTCS or the application of any such provision to
the parties hereto with respect to their obligations hereunder shall be held invalid or void, the remaining provision of these GTCS shall remain in full force and effect. 

(6) The Buyer acknowledges and accepts that abcr may subcontract, in whole or in part, the supply of Goods and/or Services to third party partners.

Article 2 - Orders - Contract Formation

(1) The orders of Goods and/or Services are placed with abcr by any written means.

The Buyer acknowledges that any catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents (also in electronic form) to which abcr reserves ownership rights and copyrights, are provided for information purposes only and are non-binding.

(2) Any orders placed by the Buyer are firm. Orders shall only be binding, for Goods, if confirmed in writing by abcr within fourteen (14) business days from its
receipt or by delivery of the Goods to the Buyer and for Services upon issuance of a corresponding quotation. 

Unless otherwise agreed, quotations are valid for a period of thirty (30) days. 

(3) Unless provided otherwise between abcr and the Buyer, the Buyer shall be responsible for complying with applicable statutory and administrative provisions, in particular relating to the import, transport, storage and use of the Goods.

Article 3 - Goods - Services/Information - Guarantees

(1) Unless otherwise expressly agreed between the parties, the Goods and Services offered for sale by abcr are notably the ones listed in its cata-
logue and/or displayed on abcr’s online shop https://www.abcr.com at the date of the order, subject to the availability of the Goods.

abcr reserves the right to modify at any time the characteristics of the Goods, including notably the quantity and purity level, for any reasons whatsoever and notably in order to comply with new standards, regulations and legal provisions of any kind, which in this last event, may occur even after the order has been placed by the Buyer.

It is expressly acknowledged by the Buyer that orders for Goods and/or Services may be subject notably to import and/or export restrictions. 

(2) Unless otherwise expressly agreed and subject to any applicable mandatory legislation, abcr solely guarantees the conformity of the Goods and/or Services with their  specifications and with the applicable regulations in force in the European Union according to the warranties set forth herein, to the express exclusion of any other warranty of any kind, either stated in writing, orally, implied or express, including notably any fitness of the Goods and/or the Services for any particular purpose.

In that framework it is expressly agreed between the parties that any specific contractual condition or designated use if any, or any “identified use” that is relevant for the Goods and/or Services under the REACH European chemicals regulation shall not under any circumstances be construed as granting a warranty of conformity on the part of abcr and shall not be covered by the warranty as set forth in these GTCS for any reason whatsoever.

(3) abcr’s Goods information and Services are provided to the best of abcr’s available knowledge at the date of their supply. Information regarding the condition, durability and storage conditions of the Goods, as well as all other information provided by abcr are recommendations, without any guarantee provided by abcr, unless otherwise expressly agreed upon and referred to as such. The Buyer shall be
responsible for ensuring that the storage conditions are suitable for Goods preservation and comply with applicable security standards and regulations. 

(4) In that framework and as an essential condition of the sale of the Goods and/or Services, the Buyer shall be responsible for checking, prior to the order, that the Goods characteristics’ comply with the
Buyer’s intended use and purpose. abcr shall not be responsible for any damages caused by any inappropriate, contrary or deviating use or handling of the Goods. The Buyer shall be solely responsible for respecting any appropriate and applicable safety conditions. 

The Buyer shall ensure that the Goods comply with the safety rules applicable for the intended use in the considered environment.

Article 4 - Delivery Deadline 

(1) Even if the delivery deadlines are evaluated as exactly as possible by abcr, such deadlines are subject to supply and production constraints. Consequently, the delivery deadline is indicative in the framework
of an obligation of means. Delivery deadlines shall be agreed in writing between the parties and/or are indicated by abcr upon accepting the order.

(2) Any modification of the order accepted by abcr shall result in an automatic extension of the Goods delivery lead times to the Buyer, without any liability incurred by abcr. 

Article 5 - Delivery, Transfer of Risk

(1) Delivery is made from abcr’s stocks, which may be located in a foreign country. 

Unless otherwise agreed, abcr shall solely be in charge of the shipment organization (including notably the transport company, shipping route, packing) which shipments and potential customs clearance costs shall be incurred by the Buyer.

(2) The risk of accidental loss of and damage to the Goods shall pass over to the Buyer at the latest upon delivery of the Goods to the first forwarder, carrier or any other person or institution instructed to perform the shipment to the Buyer according to the ICC 2010 Incoterm EXW (EX WORKS) in the absence of any provision to the contrary, or according to the Incoterm stated on abcr’s order’s confirmation.

(3) If the Buyer refuses to accept the Goods, fails to cooperate, or if the delivery is delayed for other reasons for which the Buyer is responsible, abcr is entitled to invoice the Buyer with any additional costs incurred (e.g. storage and insurance costs). 

Article 6 - Force majeure

If incidents and circumstances beyond abcr’s control according to article 1218 of the civil Code lead notably to a restriction of the availability and/or unavailability of the Goods and/or Services, preventing abcr from performing its contractual obligations, for the duration of the impairment and to the extent that abcr is affected, it shall be released from its contractual obligations, without any liability of abcr. If such events and circumstances should last for more than one (1) month, either party shall be entitled to terminate the contract in full right.

Notwithstanding the above, it is expressly agreed between the parties that the following event shall also result in the contract’s suspension for their duration: natural disasters, war, industrial disputes, traffic or business disruptions, official decrees.

Article 7 - Prices and Terms of Payment

(1) Unless otherwise agreed, the applicable prices for the Goods are the ones indicated on abcr’s online shop available at www.abcr.com when the order is placed by the Buyer and for the Services on the quotation issued by abcr. Prices are quoted in Euros (EUR), excluding value added tax and any taxes, costs according to applicable laws and regulations which shall be paid by the Buyer.

Due notably to changes in prices, in competition, in Goods production costs, but also in raw materials costs, abcr may modify the Goods and/or Services prices at any time, subject to the Buyer’s prior information, and without any liability of abcr as a result of such modification.

It is expressly acknowledged by the Buyer that prices of the Goods and/or Services may vary depending notably on the country of destination of the products, and/or their classes and/or lines. According to article 5 above and unless otherwise expressly agreed between the parties, the Buyer shall bear all transport expenses, insurance, customs duties, fees, taxes and other public levies.

(2) In case of limited quantities orders and/or specific delivery and/or modification of orders accepted by abcr, abcr shall be entitled to invoice the Buyer any additional processing costs.

Article 7 ff. - Prices and Terms of Payment

(3) Unless provided otherwise in a contract, the Buyer shall pay abcr the agreed price no later than seven (7) days after the delivery or provision of the Goods and/or Services, date of invoice. abcr shall be entitled to ask for anticipated payment.

(4) In case of late payment, including partial payment, for any cause whatsoever, an interest for late payment according to the provisions of article L.441-6 of the commercial Code, shall be due and payable by the Buyer, automatically and without notice applied by abcr to the unpaid sums without prejudice to any damages du to abcr.

Moreover, abcr shall be entitled to invoice the Buyer the fixed allowance for late payment in the commercial transactions mentioned in article L.441-6 of the French Commercial Code or any other provision that may be substituted. 

(5) For any claims regarding the Goods and/or Services, the Buyer shall not be entitled to suspend any payment and shall nevertheless pay abcr’s
invoice when due. 

(6) Regardless of the place of delivery of the Goods and/or Services, the place of execution for Buyer’s payment liability is abcr´s registered office.

Article 8 - Retention of Ownership

(1) abcr RESERVES OWNERSHIP OF THE GOODS UNTIL COMPLETE PAYMENT OF THE PURCHASE PRICE, AND OF THE VALUE ADDED TAX RELATING THERETO, ACCORDING TO ARTICLES 2367 TO 2372 OF THE CIVIL CODE, OR ANY SUBSTITUTING PROVISIONS. IN THAT FRAMEWORK, IN THE EVENT THE BUYER RESELLS THE GOODS, abcr SHALL BE ENTITLED TO USE ITS RESALE RIGHT AND TO COLLECT THE DEBT DIRECTLY WITH THE END-USER, WITHOUT PREJUDICE TO ANY DAMAGES AVAILABLE TO IT.

It is expressly stated that such retention of ownership shall not prevent transfer of risks attached to the Goods to the Buyer as set forth in article 5 above.

Article 9 - Non-compliance - Claims for Defects of the Buyer

(1) The Buyer undertakes to discharge the transporter only after having checked the Goods appearances and quantity. In that framework, the Buyer shall, upon delivery, unpack the Goods in order to verify any damage and loss. In case of damages and or loss to the Goods, the Buyer shall notify the transporter any reservations in writing on the delivery note and at the latest, within three (3) days from receipt of the Goods by letter with acknowledgement of receipt sent to the transporter with copy to abcr.

(2) Any partial delivery of Goods for specific conditioning reasons shall not be considered as a non-compliant delivery.

(3) Any non-conformity or apparent defect, other than related to transportation, shall be promptly notified of this in writing within seven (7) working days from the date of delivery or, if the defect was
not detectable on examination, shall be notified in writing within the same period from the discovery of the defect. In its claim, the Buyer shall precise the delivery note or the order number, the label information of the concerned Good (i.e. the LOT number), but also the type and extent of the defect. 

If the Buyer fails to carry out the proper inspection and/or notice of defects within the above-mentioned deadlines, the order shall be deemed accepted by the Buyer and no further claims regarding apparent defect or any non-conformity to the order shall be accepted by abcr. 

(4) Any claims for non-conformity to the specifications and/or hidden defects shall be subject to the prescription of one (1) year as of the delivery of Goods. 

Article 10 - Return of Goods Procedure

(1) Upon abcr’s written approval and subject to compliance with the deadlines set forth in article 9 above, the Buyer may return the noncompliant Goods to the following address: abcr GmbH, Im Schlehert 10, Germany, 76187 Karlsruhe.

(2) If the Good is defective, abcr may, at its option, choose to carry out a subsequent performance by removing the defect (subsequent improvement) or to replace the defective Good. If the repair of the Good is too onerous and/or impossible, abcr shall replace the Good or if impossible, reimburse the Buyer with the purchase price, to the exclusion of any damages. 

(3) abcr shall bear any expenses necessary for the inspection and subsequent performance, in particular, transport, travel, labour and material costs, if a defect is detected by abcr. Otherwise, abcr shall be entitled to invoice the Buyer the costs arising from the unauthorised requests of removal of defects  (in particular testing and transport costs).

Article 11 - Liability

(1) Unless otherwise agreed or required by these GTCS including the following provisions, abcr shall solely guarantee the conformity of the Goods with the product specifications to the exclusion of any fitness for a particular purpose.

(2) abcr liability shall be limited to direct damages caused to the Buyer, to the exclusion of any indirect, and consequential damages, such as notably but not exclusively loss of profit, revenues, contracts, business or goodwill.

In any case, abcr´s liability shall be limited to the amount paid by the Buyer for the corresponding order.

(3) The Buyer shall indemnify and hold abcr harmless against any third parties claims and/or actions for product liability for a cause attributable to the Buyer.

In any case, abcr shall not be responsible for the Goods unsuitability, defects or degradation resulting from:

- storage conditions or use in violations of the GTCS and /or abcr’s recommendations;
- natural wear or inappropriate conditions or storage;
- Goods received in an unsealed package and not returned to abcr;
- abnormal, inappropriate, non-approved use of the Goods;
- any direct or indirect contact between the Goods and any products, material belonging to the Buyer;
- any modification of the Goods;
- supervisory neglect or defect;
- reuse of single-use Goods, modification and/or inappropriate use of any kind.

Article 12 - Special Provisions for Orders via abcr’s Online Shop

(1) Any orders of Goods and/or Services placed online via abcr’s website abcr.com are ruled by these GTCS.

(2) Limited Access

The use of abcr´s online shop is only possible if the user is a legal professional client acting in the framework of its commercial, industrial, craft, liberal or agricultural activity and has registered beforehand according to the procedure set forth hereinafter.

(3) Registration 

12.3.1 Purchase through the online shop on the internet website abcr.com is strictly restricted to registered users, which registration has been previously accepted by abcr. 

12.3.2 In order to be registered electronically, the user must complete and send in the electronic forms in the page “Create your account” by clicking on the “Log in” tab on the homepage. 

The Buyer shall provide truthful and complete information during the registration process. 

The Buyer expressly acknowledges and accepts that by signing up on abcr.com, the latter accepts these GTCS.

12.3.3 During registration, the Buyer shall no-tably choose an email and a personal password as personal identifiers.

Email and passwords are strictly personal and confidential and shall be used exclusively by the Buyer. Use of the email and passwords are made under the Buyer’s sole responsibility. In that framework, the Buyer undertakes not to assign or disclose them to any third party. In the event the Buyer passes on its identifiers within the company, the Buyer shall guarantee that the authorised persons duly maintain the confidentiality of such identifiers. 

The password may be modified via the website by clicking on “Change Password” in the Buyer’s account. If the Buyer loses or forgets its password, the Buyer may reset it by indicating its email address on the “Forgot your Password?” tab in order to receive a link to reset it. 

12.3.4 Once the registration forms have been duly completed by the Buyer, a confirmation of receipt is sent to its email address.

In the meantime, abcr carries out a check of the application data and reserves the right to refuse registration or to withdraw it after it has been issued, notably in the event the information would appear to be incomplete and/or inaccurate.

Upon validation of registration, a confirmation of registration is sent to the Buyer’s email address.

12.3.5 Registration is made for an undetermined period and may deleted at any time by sending an email to abcr at the following address: info@abcr.com 

12.3.6 The online shop may only be used by the respective customer or authorised users. Any misuse of the identifiers suspected by the Buyer shall
be reported immediately to abcr. Upon information and/or suspicion of any unauthorized use, abcr may unilaterally block access to the concerned account.

12.3.7 The Buyer should always keep its information up-to-date and shall notify any changes in its company situation and/or data (company name, address etc.) to abcr. 

abcr shall not be liable for any late and/or default delivery caused by incomplete and/or inaccurate information. 

(4) abcr’s authorization to access the online shop shall not constitute a guarantee of the availability of the Goods displayed on the online shop. 

Article 12 ff. - Special Provisions for Orders via abcr’s Online Shop

(5) In any case, it is expressly stated that delivery lead times indicated in the online shop are non-binding and shall in any case refer to the Good’s date of shipment.

Article 13 - Personal Data

Some personal data concerning the Buyer, its employees and/or managers, notably the name, first name, title, position and department, telephone number and email address are collected by abcr, acting as a processor, for the sole performance of the orders. 

abcr is using its best efforts to minimize the data collected in that framework, which shall solely be communicated to the group companies on a need to know basis and to abcr’s logistics partners as the case may be. The data collected are not transferred outside the European Union and shall be retained for the duration of the collaboration between abcr and the Buyer, and for the legal retention period for business documents. In the framework of the implementation of the UE Regulation on General Data Protection Policy, abcr has implemented technical and organisational measures to ensure the security of such data (www.abcr.de/en/privacy-data-protection/).

The person concerned by the processing retains full control over his data and may, in that framework, require their access, deletion, rectification, and limitation of their processing according to the applicable legal conditions. To exercise those rights, an email may be sent to the following address: info@abcr.com. 

abcr’s statutory data protection officer: Michael Oehler, DATENSCHUTZ perfect GbR, Office Karlsruhe, Stiller Winkel 4, 76187, Karlsruhe, Germany; email: datasecurity@abcr.com.

Article 14 - Intellectual Property Rights

(1) The Buyer acknowledges that abcr GmbH is the exclusive owner of abcr trademarks and know-how attached to the Goods and Services. 

(2) abcr guarantees that it holds the intellectual property rights and authorisations attached to the Goods and Services.

Article 15 - Choice of Law and Place of Jurisdiction

(1) Business relationships with the Buyer shall be governed by the laws of France, to the express exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG). 

(2) It is expressly agreed between the parties that any dispute, controversy, claim or difference arising out of, or in connection with, or resulting from the conclusion, performance or termination, interpretation, breach of the business relationship between the parties, regarding notably the Goods and/or the Services, shall be exclusively referred to the jurisdiction of abcr’s registered office, even in the case of urgent proceedings, plurality of defendants or of the introduction of third parties.

Article 16 - Language of the Contract

If the text of these GTCS is also notified to the Buyer in a language other than French, this shall only serve to facilitate understanding. In any case, the French text shall prevail and is exclusively valid. 

Version date: July 1st, 2024

abcr france, a simplified stock company, registered with the Lyon Trade and Companies register under number 840 121 057, located at building Spaces Part-Dieu, 49, Boulevard Marius Vivier Merle, 69003 Lyon

Section 1 Scope of application, form

(1) These General Terms and Conditions (“GTC”) apply to all business relationships with customers (“Buyers”) of abcr swiss AG (“abcr”). The abcr offer is not aimed at consumers, but rather at companies, legal persons governed by public law and institutions incorporated under public law. Unless otherwise agreed, abcr offers its products to them only for further processing and research purposes. Unless otherwise agreed, abcr products may not be used in an unprocessed form as additives for foodstuffs or feedstuffs, human or veterinary medicinal products or cosmetics, nor for in vivo diagnostic purposes. abcr will not conclude contracts with consumers for supplies and services offered by abcr.

(2) These GTC shall apply in particular to contracts for the sale and/or delivery of movable objects (“goods”), irrespective of whether abcr manufactures the goods itself or purchases them from suppliers. Unless otherwise agreed, the GTC in the version valid at the time of the Buyer’s order, or at any rate the version last communicated in text form, shall also apply as a framework agreement for similar future contracts, without abcr being required to refer to them again in each individual case.

(3) The abcr GTC shall apply exclusively. Any differing, conflicting or additional general terms and conditions of the Buyer shall become part of the contract insofar as abcr has expressly agreed to their validity.

(4) Any individual agreements with the Buyer (including supplementary agreements, additions and amendments) shall in any case take precedence over these GTC. All agreements shall be in writing in order to be valid.

(5) Legally relevant declarations and notifications by the Buyer in respect of the contract (e. g. setting deadlines, notification of defects, termination or reduction) must be in written or text form (e. g. letter, email, telefax). Formal statutory requirements and supporting documents, in particular in cases of doubt as to the declarant’s identity, shall remain unaffected.

(6) Should one or more provisions of these GTC be ineffective or invalid, or should there be an omission in these GTC, the effectiveness or validity of the other provisions shall not be affected. An ineffective or invalid provision will be replaced by an interpretation of the contract that comes as close as possible to the commercial meaning and the commercial purpose intended by the ineffective or invalid provision. The same shall apply in the case of an omission.

Section 2 Conclusion of contract

(1) Offers made by abcr are subject to change and non-binding. This also applies if the Buyer is provided with catalogues, technical documentation (e. g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents (also in electronic form) to which abcr reserves ownership rights and copyrights.

(2) The order of the goods by the Buyer shall be deemed a binding contractual offer. Unless stated otherwise in the order, abcr is entitled to accept this contractual offer within 14 business days of receipt.

(3) Acceptance may be confirmed either in writing (e. g. by order confirmation) or by delivery of the goods to the Buyer.

(4) Unless agreed otherwise by the Buyer and abcr in individual cases, the Buyer is responsible for complying with statutory and administrative provisions, in particular relating to the import, transport, storage and use of the goods.

Section 3 Product Information/product condition, guarantees

(1) Unless otherwise agreed, the contractually agreed condition of the goods is exclusively derived from the abcr product specifications. A deviating contractual condition or designated use that is stipulated in the contract also does not arise from one of the “identified uses” that are relevant for the goods concerned under the REACH European chemicals regulation.

(2) Information regarding the condition and durability of the goods, as well as all other information, shall represent guarantees only if expressly agreed upon and referred to as such.

(3) The product information and consulting services from abcr are provided to the best of its knowledge. All the information and services shall not exempt the Buyer from its obligation to examine and test the goods itself and to check whether they are suitable for the respective purpose.

Section 4 Delivery deadline and delays

(1) The delivery deadline will be agreed on a case-by-case basis or stipulated by abcr when it accepts the order. If this is not the case, the delivery deadline is approximately two weeks from the date the contract is concluded.

(2) If abcr is unable to meet binding delivery deadlines for reasons beyond its control (e. g. non-availability of the service), abcr will notify the Buyer immediately and indicate the estimated new delivery deadline at that time. If delivery can also not be made by the new deadline, abcr is entitled to terminate the contract in whole or in part; any payments already made by the Buyer will be refunded immediately by abcr. Such unavailability of the service in this sense shall apply especially if abcr suppliers are late in making their delivery, if abcr has concluded a congruent covering transaction, if neither abcr nor its suppliers are responsible, or if abcr is not otherwise obliged to procure the delivery in this particular instance.

(3) The occurrence of a delay in delivery is determined in accordance with statutory provisions. In any case, the Buyer must first issue a reminder.

(4) The Buyer’s rights pursuant to section 11 of these GTC and abcr’s statutory rights shall remain unaffected, particularly if the obligation to perform is excluded (e. g. due to the impossibility or unreasonableness of the service and/or subsequent performance).

Section 5 Delivery, transfer of risk, default of acceptance

(1) Delivery is made ex stock, which is also the place of performance for delivery and any subsequent performance. The warehouse can be located abroad. At the Buyer’s request and expense, the goods will be shipped to another destination (mail order purchase). Unless otherwise agreed, abcr is entitled to determine the type of shipment (in particular, the transport company, shipping route, packaging) itself. 

(2) Benefit and risks shall pass with the delivery of the goods to the forwarder, carrier or any other person or institution instructed to perform the shipment to the Buyer.

(3) If the Buyer is in default of acceptance, fails to cooperate, or if the delivery is delayed for other reasons for which the Buyer is responsible, abcr is entitled to demand compensation for the resulting damage, including additional costs (e. g. storage costs).

Section 6 Force majeure

If incidents and circumstances beyond abcr’s control (e. g. natural disasters, war, industrial disputes, traffic or business disruptions, official decrees) lead to a restriction of the availability of the goods so that abcr can no longer perform the contractual obligations, for the duration of the impairment and to the extent that abcr is affected, abcr shall be released from its contractual obligations and is not obliged to procure the goods from third parties. Sentence 1 shall also apply to the extent that the events and circumstances may cause the business concerned to be unprofitable for abcr. If the events and circumstances last for longer than three months, abcr is entitled to terminate the contract.

Section 7 Prices and terms of payment

(1) Unless agreed otherwise in individual cases, the current prices in effect at the time of signing the contract shall be in Swiss francs, plus the statutory value added tax.

(2) In the case of small orders as well as special deliveries, abcr reserves the right to charge a handling fee.

(3) Unless agreed otherwise in a contract, the Buyer shall pay the agreed price no later than seven days after the delivery or provision of the service. abcr reserves the right to request payment in advance.

(4) In case of a delay in payment, default interest of 6% per annum per day of delay will be due.

(5) Regardless of the place of delivery of the goods, the place of performance for Buyer’s payment liability is the abcr registered office.

Section 8 Retention of ownership

In any case, abcr reserves ownership of the delivered goods until complete payment of the purchase price. The Buyer hereby expressly and irrevocably grants its consent to register its retention of title in the registry of retention of title.

Section 9 Notice of defects by the Buyer

Obvious defects must be reported within seven working days from the date of delivery or, if the defect was not detectable on examination, must be notified in writing within the same period from the moment of the defect was discovered.

Section 10 Warranty

(1) The general limitation period for claims arising from material and legal defects shall be one year from delivery.

(2) If the delivered goods are defective, abcr may initially choose to carry out a subsequent performance by removing the defect (subsequent improvement) or to deliver a product free of defects (replacement delivery).

(3) abcr is entitled to make the subsequent performance due conditional on payment of the purchase price by the Buyer. However, the Buyer is entitled to retain an appropriate portion of the purchase price in proportion to the defect.

(4) The Buyer shall allow abcr the necessary time and opportunity to carry out the subsequent performance and shall in particular deliver the defective goods in question for inspection purposes. In the case of a replacement delivery, the Buyer shall return the defective goods according to statutory provisions. The subsequent performance does not include disassembly of the defective goods nor reassembly, if abcr was not originally obliged to install them.

(5) abcr will bear any expenses necessary for the inspection and subsequent performance, in particular, transport, travel, labour and material costs, but excluding disassembly and assembly costs, if there is indeed a defect. Otherwise, abcr can require the Buyer to reimburse the costs arising from the unauthorised requests to remove defects (in particular testing and transport costs), unless the lack of defectiveness could not be recognised by the Buyer.

(6) If the subsequent performance fails or if a reasonable deadline to be set by the Buyer for the subsequent performance has expired unsuccessfully, the Buyer may terminate the contract of sale or reduce the purchase price. There shall, however, be no termination right in the case of a minor defect.

(7) In case of any breach of duty not relating to defects, the Buyer shall only be entitled to terminate the contract if we are responsible for the said breach.

(8) Claims from the Buyer for damages or reimbursement of unnecessary expenses incurred shall also only be asserted in the case of defects according to section 11 and are otherwise excluded.

Section 11 Damages and limitation of liability

(1) Unless required otherwise by these GTC, including the following provisions, abcr assumes liability in case of a breach of its contractual and non-contractual obligations according to statutory provisions.

(2) abcr is not liable for damage caused as a result of irregular and/or incorrect use or improper handling of the products.

(3) abcr is liable for damages – irrespective of their legal grounds – in the context of faultbased liability in the case of intent and gross negligence.

(4) The liability is in any case limited to compensation for any direct loss in the amount of the payment by the Buyer under the corresponding contract. Any liability for consequential damage, indirect and collateral damage and lost profits is expressly excluded.

(5) If abcr receives a claim from third parties for damage arising from product liability, whose cause is attributable to the Buyer, the Buyer must reimburse abcr for the costs resulting therefrom.

Section 12 Special agreements for orders placed via the online shop

(1) The use of the online shop to initiate and process transactions is possible and permitted only when the user has previously registered and accepted the supplementary terms and conditions of use of the online shop. The Buyer is obliged to provide truthful and complete information during the registration process. The Buyer should always keep its information on file up to date. The online shop may only be used by the respective customer or authorised users.

(2) Confirmation of receipt of the customer’s order by abcr does not constitute an acceptance of the offer to buy.

(3) abcr reserves the right to minor deviations in the conditions of the ordered goods, particularly with regard to quantity and purity, provided that the deviations are customary in the trade.

(4) The delivery times indicated in the online shop refer to the date of shipment.

Section 13 Choice of law and place of jurisdiction

(1) These terms and conditions and the contractual relationship between abcr and the Buyer shall be governed by Swiss law with the explicit inclusion of the Convention of the United Nations of 11 April 1980 on Contracts for the International Sale of Goods (CISG), regardless of whether the Buyer has its registered office in a (CISG) signatory State.

(2) The exclusive place of jurisdiction for all legal disputes is Zug, Switzerland.

Section 14 Language of the Contract

If the text of these GTC is also notified to the Buyer in a language other than German, this shall only serve to facilitate understanding. In any case, the German text shall prevail and is exclusively valid.

Version: 01/04/2018

abcr swiss AG domiciled in Zug
Commercial address of the registered office: abcr swiss AG, c/o RevConsult Treuhand AG, Baarerstrasse 75, 6300 Zug, Switzerland

1. About Us 

ABCR (UK) LTD (“abcr”) (“we”, “our” and “us”) (company registration number 03490030) of Suite 1F77 & 78, Block 1, Alderley Park, Congleton Road, Nether Alderley, Macclesfield, SK10 4TG, United Kingdom, is a company registered in England and Wales.

2. Definitions and Interpretations 

2.1 In these Terms the following definitions apply:

“Business Day” means a day other than a Saturday, Sunday or a bank or public holiday in England when banks in London are open for business. “Buyer” means the entity whose Order for the Goods is accepted by abcr; “Contract” means the agreement between abcr and the Buyer for the sale and purchase of Goods incorporating these Terms and the Order;

“Delivery Point” means the delivery place for the Goods agreed by abcr and the Buyer when making the Order;

“Goods” means our products, product samples, research information, packaging for products and other goods set out in the Order;

“Order” means an order for the Goods from abcr placed by the Buyer; and “Terms” means the terms and conditions of sale of abcr as set out in this document.

2.2 In these Terms, unless the context requires otherwise:

2.2.1any clause, schedule or other headings in these Terms is included for convenience only and shall have no effect on the interpretation of the Terms;

2.2.2words denoting the singular shall include the plural and vice versa; and

2.2.3any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

2.2.4a reference to a law or statute is a reference to it as it is in force from time to time taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation made under it from time to time; and

2.2.5a reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or any such other agreement or document as varied (other than in breach of the provisions of these Terms) from time to time.

3. Basis of Sale

3.1 These Terms shall apply to all our business dealings with the Buyer, they are not intended to apply to consumers and any Order made with abcr is not intended to be directed at consumers. Unless we provide otherwise, our products shall only be offered to Buyers for further processing and research purposes and shall not be sold to consumers unless they have been synthesised by the Buyer. Except where expressly provided, our products may not be used in an unprocessed form as additives for foodstuffs or feedstuffs; human or veterinary medicinal products and cosmetics, nor for in vivo diagnostic purposes.

3.2 Prices for the Goods shall be as set out in abcr’s catalogue (current as at the date of purchase) or for any Goods which are ordered in bulk as set out in a quotation given by abcr. Quotations for Goods which are not precious metals shall be valid until the earlier of the following: 

(i) the date that is 30 days from the date the quotation is issued; 

(ii) the date specified on the quotation; or 

(iii) the date abcr notifies the Buyer that the quotation has been withdrawn. 

Notwithstanding the foregoing, quotations for Goods which are precious metals shall be valid only for the date that they are issued.

3.3 Each Order by the Buyer shall be deemed to be an offer by the Buyer to buy the Goods subject to these Terms. Unless expressly stated otherwise, abcr is entitled to accept this contractual offer within 14 Business Days of receipt. The Buyer is solely responsible for ensuring that the terms of its Order are complete and accurate.

3.4 Unless expressly provided otherwise, any amendment to these Terms as agreed by both parties in accordance with clause 15.3 shall be deemed to apply to all future Contracts entered into after the date of such amendment.

3.5 If there is an inconsistency between these Terms and the terms of any individual agreements with the Buyer (including supplementary agreements, additions and amendments) then the terms of the individual agreement with the Buyer shall take precedence over these Terms. Subject to evidence to the contrary, a written contract or our written confirmation shall be the authoritative version for the content of such agreements.

4. Conclusion of the Contract

4.1 Subject to clause 14, marketing and other promotional material or technical documentation (e. g. drawings, plans, calculations, and references to industry standards) are illustrative only and do not form part of the Contract.

4.2 Each Order shall only be deemed accepted upon the earlier of (i) written confirmation by abcr of acceptance of the Order; and (ii) abcr taking any material step to fulfil the Order, at which point the Contract shall come into existence.

4.3 Unless otherwise agreed between abcr and the Buyer, the Buyer is responsible for complying with statutory and administrative provisions, in particular relating to the import, transport, storage and use of the Goods.

5. Product Information

5.1 Unless expressly provided otherwise, the contractually agreed condition of the Goods is exclusively derived from abcr product specifications relevant to those Goods (as may be specified by abcr from time to time). A deviating contractual condition or designated use that is stipulated in the Contract does not arise from one of the “identified uses” that are relevant for the Goods concerned under the Registration, Evaluation, Authorisation and Restriction of Chemicals Regulation (EC) No 907/2006 (“REACH”) or the REACH etc. (Amendment etc.) (EU Exit) Regulations 2019.

5.2 Other than the specification which is provided to the Buyer at the time that the Order is placed, any specifications or other information (whether written or otherwise) provided by abcr in respect of the Goods is issued or provided for the sole purpose of giving an approximate idea of the Goods described in the Contract and will not form part of the Contract. 

6. Delivery Deadline and Delays

6.1 The delivery deadline for the Order will be stipulated by abcr when accepting the Order or agreed between the parties on a case-by-case basis. If no deadline for delivery is stipulated or agreed the deadline is approximately ten Business Days from the date the Contract is concluded. For the avoidance of doubt time shall not be of the essence in relation to the timescales for delivery in this Contract. 

6.2 If abcr is unable to meet the delivery deadline due to a Force Majeure Event (as defined below), abcr will notify the Buyer as soon as reasonably practicable and indicate the estimated new delivery deadline at that time. If delivery can also not be made by the new deadline, abcr is entitled to terminate the contract in whole or in part without any liability whatsoever to the Buyer and it will immediately refund any payments already made by the Buyer for Goods not received.

7. Delivery, Transfer of Risk and Title

7.1 Unless otherwise stated in the Contract, delivery of the Goods (or any instalment of the Goods) shall take place at the Delivery Point and shall be deemed to have been completed upon the Goods (or relevant instalment of such) being made available for off-loading at the Delivery Point (or such other destination agreed in accordance with this clause 7.1). At the Buyer’s request and expense, the Goods may be shipped to another destination (e. g. in the case of a mail order purchase). Unless expressly provided otherwise, abcr is entitled to determine the type of shipment (in particular, the transport company shipping route, packaging).

7.2 The risk of loss of and damage to the Goods shall pass to the Buyer on completion (or deemed completion) of delivery. For shipments of Goods, the risk of accidental loss of and damage to the Goods and the risk of delay shall pass to the Buyer upon delivery of the Goods to the forwarder, carrier or any other person or institution instructed to perform the shipment to the Buyer. The Buyer shall not refuse to take delivery and shall make available all facilities necessary for delivery to take place.

7.3 If the Buyer is in default of acceptance, fails to cooperate, or if the delivery is delayed for other reasons for which the Buyer or its agents are responsible then:

7.3.1delivery of the Goods shall be deemed to have been completed at 09:00am on the third Business Day after the date on which abcr firstattempted delivery; 

7.3.2 the Buyer shall be responsible for all costs incurred by abcr arising therefrom, including additional costs (e. g. storage costs) ; and 

7.3.3if ten Business Days after the day on which abcr first attempteddelivery abcr has been unable to deliver the Goods because the Buyer fails to accept them or because the Buyer fails to co-operate with abcr then abcr may resell or otherwise dispose of all or part of the Goods (and after deducting storage and selling costs) charge the Buyer for any shortfall below the price of the Goods. 

7.4 If abcr fails to deliver the Goods, its liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, abcr will not be liable to the extent that any failure to deliver was caused by a Force Majeure Event, or because the Buyer failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods or failed to cooperate.

7.5 abcr may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

8. Price and Payment

8.1 The price of the Goods will (in the absence of manifest error) be as quoted on our site at the time the Buyer submits its Order. abcr will take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. The price of our Goods is subject to change from time to time, but changes will not affect any Order already placed.

8.2 The price of the Goods is exclusive of Value Added Tax and any other sales taxes which the Buyer will pay in addition at the rate prevailing on the date of invoice.

8.3 For a sales shipment, the Buyer shall bear the costs of transport and the expenses of a possible cargo insurance if so desired by the Buyer. The Buyer shall bear all customs duties, fees, taxes and other public levies.

8.4 Payment for the Goods shall become due on completion (or deemed completion) of delivery. Unless provided otherwise, the Buyer shall pay abcr the sums due in respect of the Contract no later than seven days after completion (or deemed completion) of the delivery of the Goods. Time is of the essence in respect of any obligation on the Buyer to pay any amount under these Terms.

8.5 Regardless of the place of delivery of the Goods, the place of execution for Buyer’s payment liability is the registered office of abcr.

8.6 The Buyer is only entitled to the rights of set-off or retention to the extent that its claim has been established by a final judgement issued by a court of competent jurisdiction or is undisputed.

8.7 Payment for the Goods shall be made in pounds sterling. 

9. Retention of Title

9.1 Save as expressly stated in clause 7.2, risk in the Goods shall pass to the Buyer on completion (or deemed completion) of delivery in accordance with clause 

9.2 Title to the Goods shall not pass to the Buyer until abcr has received payment in full for the Goods and any other Goods that abcr has supplied to the Buyer in respect of which payment has become due.

9.3 Until such time as title to the Goods has passed to the Buyer, the Buyer shall:

9.3.1keep the Goods separate from those of the Buyer and any third parties in such a way that they remain readily identifiable as the property of abcr;

9.3.2take all reasonable care of the Goods and keep them in the condition in which they were delivered;

9.3.3on reasonable notice, permit abcr to inspect the Goods during the Buyer’s normal business hours and provide abcr with such information concerning the Goods as abcr may request from time to time; and 

9.3.4keep the products insured on abcr’s behalf for the full price as stated in the Order against all risks with a reputable insurer. The Buyer shall maintain an endorsement of abcr’s interest on its insurance policy, subject to the insurer being willing to make such endorsement. 

9.4 Notwithstanding clause 9.3 the Buyer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clause 12 has occurred or is likely to occur. In such circumstance, title to the Goods shall pass to the Buyer immediately prior to the resale.

9.5 If at any time before the title to the Goods has passed to the Buyer, the Buyer informs abcr, or abcr reasonably believes, that the Buyer has or is likely to be subject to any of the events listed in clause 12, abcr or its representatives may enter any premises where the Goods are stored and repossess them.

10. Claims for Defects

10.1 Except as expressly stated in these Terms, abcr does not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, abcr will not be responsible for ensuring that the Goods are suitable for the purposes of the Buyer.

10.2 Subject to the other provisions set out in these Terms, abcr warrants that: (10.2 a) on delivery the Goods shall conform in all material respects with any
specification provided to the Buyer at the time the Order was placed. For the avoidance of doubt abcr provides no such warranty in respect of statements or representations made in any marketing or promotional material or material which is provided for the sole purpose of giving an approximate idea of the Goods; and

(10.2 b)on delivery and for a period of six months from the date of completion of delivery, the relevant Goods shall be free from material defects in design, material and workmanship.

10.3 The Buyer must inspect the Goods and inform abcr of any defect in the quality or condition of the Goods or their failure to correspond with any specification within five Business Days from the date of their delivery (or in respect of latent defects, within five Business Days of the latent defect becoming apparent). abcr shall be given full opportunity to inspect such potentially defective Goods. If delivery is not refused, or the Buyer does not notify abcr within the above period, the Buyer shall not be entitled to reject the Goods and abcr shall have no liability for any such defect or failure.

10.4 Where the Buyer makes a valid claim in respect of any defect in the Goods (or any part of them) in accordance with these Terms, the Buyer’s sole remedy shall be for abcr (in its sole discretion) to repair or replace the Goods, conditional on the payment of the purchase price by the Buyer. Except as expressly provided in this clause abcr shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 10.2.

10.5 If there is indeed a defect, abcr will bear any expenses necessary for the inspection and subsequent repair or replacement of the Goods. Otherwise, abcr can require the Buyer to reimburse the costs arising from the unauthorised requests of removal of defects (in particular testing and transport costs).

10.6 abcr shall not be liable for the Goods’ failure to comply with the warranties set out in clause 10.2 in any of the following events:

10.6.1the Buyer makes any further use of such Goods after giving notice in accordance with clause 10.3;

10.6.2the defect arises because the Buyer failed to follow abcr’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

10.6.3the defect arises as a result of abcr following any drawing, design or specification supplied by the Buyer;

10.6.4the Buyer alters or repairs such Goods without the written consent of abcr;

10.6.5the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

10.6.6the Goods differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

10.7 These Terms shall also apply to any repaired or replacement Goods supplier by abcr. 

11. Liability

11.1 Nothing in these Terms limits or excludes the liability of abcr for 

(11.1 a)death or personal injury caused by the negligence of abcr; 

(11.1 b)fraud or fraudulent misrepresentation; or

(11.1 c)for any matter which it would be illegal for abcr to exclude or attempt to exclude its liability.

11.2 abcr shall not be liable (whether in contract, tort, breach of duty or otherwise) in respect of any loss suffered due to an alteration to the Goods by the Buyer without the authority of abcr, use or storage of the Goods otherwise than in accordance with the instructions of abcr or any default to the extent it arises due to a default by the Buyer of any term of the Contract.

11.3 The terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.4 Without prejudice to the foregoing:

11.4.1the total liability of abcr in contract, tort, misrepresentation, restitution, breach of duty or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the relevant Contract price; and

11.4.2abcr shall not be liable to the Buyer in contract, tort, misrepresentation, restitution, breach of duty or otherwise for any economic loss, loss of profits, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, and/or any indirect or consequential loss which arises out of or in connection with the Contract.

12. Termination

12.1 Without limiting any of its other rights, abcr may suspend the supply or delivery of the Goods to the Buyer, or terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer:

12.1.1commits a material or fundamental breach of an obligation under the Contract;

12.1.2fails to pay any amount due under the Contract on the due date for payment;

12.1.3takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

12.1.4suspends, threatens to suspect, ceases or threatens to cease to carry on all or a substantial part of its business; or

12.1.5its financial position deteriorates to such an extent that in the opinion of abcr its capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.2 On termination of the Contract for any reason the Buyer shall immediately pay to abcr all of abcr’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, abcr shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

12.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. Force Majeure

13.1 abcr will not be liable or responsible if it is prevented, hindered or delayed in on from the performance of any of its obligations under the Contract where caused by any act or event beyond its reasonable control (“Force Majeure Event”).

13.2 If a Force Majeure Event leads to a restriction in the availability of Goods so that abcr can no longer perform its contractual obligations with the Buyer, for the duration of the Force Majeure Event, and to the extent abcr is affected, it shall be released from its contractual obligations without liability and is not obliged to procure the Goods from a third party.

13.3 Clause 13.2 shall also apply to the extent that the Force Majeure Event renders the Contract unprofitable for abcr.

14. Orders Through Our Online Shop

14.1 The use of the online shop to initiate and process transactions is conditional on the Buyer’s acceptance of the supplementary terms and conditions of use of the online shop. The Buyer is obliged to provide truthful and complete information during the registration process for the online shop and should make all reasonable effort to keep its registration information up to date. The online shop may only be used by the respective Buyer or authorised users.

14.2 Our confirmation of receipt of the Buyer’s Order does not constitute an acceptance of the offer to buy.

14.3 We reserve the right to minor deviations in the condition of the Goods ordered online, particularly with regard to quantity and purity, provided that the deviations are customary in the trade.

14.4 The delivery times indicated in the online shop refer to the date of shipment.

15. General

15.1 The Buyer shall not assign or transfer any of its respective rights or duties under this Agreement without the prior consent in writing of abcr.

15.2 abcr may assign or transfer its rights and obligations under the Contract to another entity provided that the Buyer is notified of such assignment or transfer.

15.3 No variation to these Terms, nor any representations about the Goods, shall be binding on abcr unless confirmed in writing by a person with the authority to do so.

15.4 If for any reason any provision of these Terms shall be or be found to be void or of no effect or invalid the other provisions hereof shall not be affected thereby and shall continue in full force and effect. The parties further agree to replace any such invalid, unenforceable provisions with valid and enforceable provisions designed to achieve, to the greatest extent possible, the business purpose and intent of such invalid and unenforceable provisions.

15.5 Any notice given by the Buyer under these Terms shall be in writing and delivered to the following address:

15.5.1if by post or hand delivery to ABCR (UK) LTD, Suite 1F77 & 78, Block 1, Alderley Park, Congleton Road, Nether Alderley, Macclesfield,
SK10 4TG, or

15.5.2if by email to info@abcr-uk.com

15.6 Any failure by abcr to enforce or require strict performance by the Buyer of any provisions of these Terms shall not constitute a waiver thereof by abcr and abcr may at any time avail itself of the rights and remedies available for any breach of Terms.

15.7 These Terms represent the entire agreement between abcr and the Buyer in relation to its subject matter. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of abcr which is not set out in these Terms or the Contract.

15.8 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9 The Contract and any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Version date: January 2025

Commercial and registered office address:

ABCR (UK) LTD, Suite 1F77 & 78, Block 1, Alderley Park, Congleton Road,
Nether Alderley, Macclesfield, SK10 4TG, United Kingdom

1. About Us 

abcr IRL Limited (“abcr”) (“we” and “us”) (company registration number 612934) of New Work Junction, Dublin Road, Kilkenny, Ireland is a company registered in Ireland.

2. Definitions and Interpretations 

2.1 In these Terms the following definitions apply:

“Business Day” means a day other than a Saturday, Sunday or a bank or public holiday in Ireland; 

“Buyer” means the entity whose Order for the Goods is accepted by abcr;

“Contract” means the agreement between abcr and the Buyer for the sale and purchase of Goods incorporating these Terms and the Order; 

“Delivery Point” means the delivery place for the Goods agreed by abcr and the Buyer when making the order;

“Goods” means our product and other goods set out in the Order or understood by the parties to be included in the Goods and to be supplied by abcr to the Buyer;

“Order” means an order for the Goods from abcr placed by the Buyer; and

“Terms” means the terms and conditions of sale of abcr as set out in this document.

2.2 In these Terms, unless the context requires otherwise:

2.2.1any clause, schedule or other headings in these Terms is included for convenience only and shall have no effect on the interpretation of the Terms; 

2.2.2words denoting the singular shall include the plural and vice versa; and

2.2.3any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; 

2.2.4a reference to a law or statute is a reference to it as it is in force for the time being taking account of any amendment, extension,
application, or re-enactment and includes any subordinate legislation for the time being in force made under it; and

2.2.5a reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or any such other agreement or document as varied (other than in breach of the provisions of this agreement) from time to time. 

3. Basis of Sale

3.1 These Terms shall apply to all our business dealings with the Buyer, they are not intended to apply to consumers and any Order made with abcr is not intended to be directed at consumers. Unless we provide otherwise, our products shall only be offered to consumers for further processing and research purposes. Except where provided, our products may not be used in an unprocessed form as additives for foodstuffs or feedstuffs; human or veterinary medicinal products and cosmetics, nor for in vivo diagnostic purposes.

3.2 Each Order by the Buyer shall be deemed to be an offer by the Buyer to buy the Goods subject to these Terms. Unless stated otherwise, abcr is entitled to accept this contractual offer within 14 Business Days of receipt. The Buyer is responsible for ensuring that the terms of its Order are complete and accurate. 

3.3 Unless provided otherwise, any amendment to these Terms as agreed by both parties in accordance with clause 15.3 shall be deemed to apply to all future Contracts entered into after the date of such amendment. 

3.4 Any individual agreements with the Buyer (including supplementary agreements, additions and amendments) shall in any case take precedence over these Terms. Subject to evidence to the contrary, a written contract or our written confirmation shall be the authoritative version for the content of such agreements.

4. Conclusion of the Contract

4.1 Subject to clause 14, marketing and other promotional material or technical documentation (e. g. drawings, plans, calculations, and references to industry standards) are illustrative only and do not form part of the Contract. 

4.2 Acceptance may be confirmed by confirmation by abcr of the Order.

4.3 Unless otherwise agreed between abcr and the Buyer, the Buyer is responsible for complying with statutory and administrative provisions, in particular relating to the import, transport, storage and use of the goods.

5. Product Information 

5.1 Unless provided otherwise, the contractually agreed condition of the Goods is exclusively derived from abcr product specifications (as may be specified by abcr from time to time). A deviating contractual condition or designated use that is stipulated in the contract does not arise from one of the “identified uses” that are relevant for the Goods concerned under the Registration, Evaluation, Authorisation and Restriction of Chemicals Regulation (EC) No 907/2006 (“REACH”).

5.2 Any specifications or other information (whether written or otherwise) provided by abcr in respect of the Goods are issued or provided for the sole purpose of giving an approximate idea of the Goods described in the Contract and only form part of the Contract where expressly agreed by abcr in writing.

6. Delivery Deadline and Delays

6.1 The delivery deadline will be stipulated by abcr when accepting the Order or agreed between the parties on a case-by-case basis. If no deadline for delivery is stipulated the deadline is approximately ten Business Days from the date the Contract is concluded.

6.2 If abcr is unable to meet the delivery deadline due to a Force Majeure Event (as defined below), abcr will notify the Buyer immediately and indicate the estimated new delivery deadline at that time. If delivery can also not be made by the new deadline, abcr is entitled to terminate the contract in whole or in part and it will immediately refund any payments already made by the Buyer.

7. Delivery, Transfer of Risk and Title 

7.1 Unless otherwise stated in the Contract, delivery of the Goods (or any instalment of the Goods) shall take place at the Delivery Point and shall be deemed to have been made upon the Goods (or relevant instalment of such) being made available for off-loading at the Delivery Point. At the Buyer’s request and expense, the goods may be shipped to another destination (e. g. in the case of a mail order purchase). Unless provided otherwise, abcr is entitled to determine the type of shipment (in particular, the transport company, shipping route, packaging).

7.2 The risk of accidental loss of and damage to the Goods shall pass over to the Buyer on delivery. For sales shipments, the risk of accidental loss of
and damage to the goods and the risk of delay shall pass to the Buyer upon delivery of the Goods to the forwarder, carrier or any other person or insti-
tution instructed to perform the shipment to the Buyer. The Buyer shall not refuse to take delivery and shall make available all facilities necessary for delivery to take place. 

7.3 If the Buyer is in default of acceptance, fails to cooperate, or if the delivery
is delayed for other reasons for which the Buyer is responsible, the Buyer shall be responsible for all costs incurred by abcr arising therefrom, including
additional costs (e. g. storage costs). 

7.4 If abcr fails to deliver the Goods, its liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest
market available, less the price of the Goods. However, abcr will not be liable to the extent that any failure to deliver was caused by a Force Majeure Event, or because the Buyer failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods.

8. Price and Payment

8.1 The price of the Goods will be as quoted on our site at the time the Buyer submits its Order. abcr will take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. The price of our Goods is subject to change from time to time, but changes will not affect any Order already placed. 

8.2 The price of the Goods is exclusive of Value Added Tax and any other sales taxes which the Buyer will pay in addition at the rate prevailing on the date of invoice. 

8.3 For a sales shipment, the Buyer shall bear the costs of transport and the expenses of a possible cargo insurance if so desired by the Buyer. The Buyer shall bear all customs duties, fees, taxes and other public levies.

8.4 Unless provided otherwise, the Buyer shall pay abcr the agreed price no later than seven days after the delivery of the Goods. Time is of the essence in respect of any obligation on the Buyer to pay any amount under these Terms. 

8.5 Regardless of the place of delivery of the Goods, the place of execution for Buyer’s payment liability is the registered office of abcr. 

8.6 The Buyer is only entitled to the rights of set-off or retention to the extent that its claim has been established by a final judgement or is undisputed or if the claim arises from the same contractual relationship.

9. Retention of Title 

9.1 Risk in the Goods shall pass to the Buyer on delivery in accordance with clause 7.

9.2 Title to the Goods shall not pass to the Buyer until abcr has received payment in full for the Goods and any other Goods that abcr has supplied to the Buyer in respect of which payment has become due.

9.3 Until such time as title to the Goods has passed to the Buyer, the Buyer shall:

9.3.1keep the Goods separate from those of the Buyer and any third parties in such a way that they remain readily identifiable as the
property of abcr; 

9.3.2take all reasonable care of the Goods and keep them in the condition in which they were delivered;

9.3.3on reasonable notice, permit abcr to inspect the Goods during the Buyer’s normal business hours and provide abcr with such infor-
mation concerning the Goods as abcr may request from time to time. 

9.4 Notwithstanding clause 9.3 the Buyer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clause 13 has occurred or is likely to occur. In such circumstance, title to the Goods shall pass to the Buyer immediately prior to the resale. 

9. f. Retention of Title 

9.5 If at any time before the title to the Goods has passed to the Buyer, the Buyer informs abcr, or abcr reasonably believes, that the Buyer has or is likely to be subject to any of the events listed in clause 12, abcr or its representatives may enter any premises where the Goods are stored and repossess them. 

10. Claims for Defects 

10.1 Except as expressly stated in these Terms, abcr does not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, abcr will not be responsible for ensuring that the Goods are suitable for the purposes of the Buyer.

10.2 Subject to the other provisions set out in these Terms, abcr warrants that

(10.2 a) on delivery the Goods shall conform in all material respects with any specifications as determined by abcr; and 

(10.2 b)on delivery and for a period of six months from the date of delivery of the relevant Goods shall be free from material defects.

10.3 The Buyer must inspect the Goods and inform abcr of any defect in the quality or condition of the Goods or their failure to correspond with any specification within five Business Days from the date of their delivery (or in respect of latent defects, within five Business Days of the latent defect becoming apparent). abcr shall be given full opportunity to inspect such potentially defective Goods. If delivery is not refused, and the Buyer does not notify abcr within the above period, the Buyer shall not be entitled to reject the Goods and abcr shall have no liability for any such defect or failure. 

10.4 Where the Buyer makes a valid claim in respect of any defect in the Goods (or any part of them) in accordance with these Terms, abcr shall be entitled to make any subsequent repair or replacement due, conditional on the payment of the purchase price by the Buyer. 

10.5 If there is indeed a defect, abcr will bear any expenses necessary for the inspection and subsequent repair or replacement of the Goods. Otherwise, abcr can require the Buyer to reimburse the costs arising from the unauthorised requests of removal of defects (in particular testing and transport costs).

11. Liability 

11.1 Nothing in these Terms limits or excludes the liability of abcr for 

(11.1 a)death or personal injury caused by the negligence of abcr or 

(11.1 b)fraud or fraudulent misrepresentation or 

(11.1 c)for any matter which it would be illegal for abcr to exclude or attempt to exclude its liability.

11.2 abcr shall not be liable (whether in contract, tort, breach of duty or otherwise) in respect of any loss suffered due to an alteration to the Goods by the Buyer without the authority of abcr, use or storage of the Goods otherwise than in accordance with the instructions of abcr or any default to the extent it arises due to a default by the Buyer of any term of the Contract. 

11.3 The terms implied by Sections 13 to 15 of the Sale of Goods Act 1893 (as amended by the Sale of Goods and Supply of Services Act 1980) are, to the fullest extent permitted by law, excluded from the Contract.

11.4 Without prejudice to the foregoing:

11.4.1the total liability of abcr in contract, tort, misrepresentation, restitution, breach of duty or otherwise, arising in connection with the
performance or contemplated performance of the Contract shall be limited to the relevant Contract price; and

11.4.2abcr shall not be liable to the Buyer for any economic loss, loss of profits, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, and/or any indirect or consequential loss which arises out of or in connection with the Contract. 

12. Termination 

12.1 Without limiting any of its other rights, abcr may suspend the supply or delivery of the Goods to the Buyer, or terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer:

12.1.1commits a material or fundamental breach of an obligation under the Contract; 

12.1.2fails to pay any amount due under the Contract on the due date for payment; 

12.1.3takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

12.1.4suspends, threatens to suspect, ceases or threatens to cease to carry on all or a substantial part of its business; or

12.1.5its financial position deteriorates to such an extent that in the opinion of abcr its capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 

13. Force Majeure

13.1 abcr will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by any act or event beyond its reasonable control (“Force Majeure Event”).

13.2 If a Force Majeure Event leads to a restriction in the availability of Goods so that abcr can no longer perform its contractual obligations with the Buyer, for the duration of the Force Majeure Event, and to the extent abcr is affected, it shall be released from its contractual obligations and is not obliged to procure the Goods form a third party. 

13.3 Clause 13.2 shall also apply to the extent that the Force Majeure Event renders the Contract unprofitable for abcr. 

14. Orders Through Our Online Shop 

14.1 The use of the online shop to initiate and process transactions is conditional on the Buyer’s acceptance of the supplementary terms and conditions of use of the online shop. The Buyer is obliged to provide truthful and complete information during the registration process for the online shop and should make all reasonable effort to keep its registration information up to date. The online shop may only be used by the respective Buyer or authorised users.

14.2 Our confirmation of receipt of the Buyer’s Order does not constitute an acceptance of the offer to buy.

14.3 We reserve the right to minor deviations in the condition of the Goods ordered online, particularly with regard to quantity and purity, provided that the deviations are customary in the trade.

14.4 The delivery times indicated in the online shop refer to the date of shipment.

15. General

15.1 Save as provided by clause 15.2 neither party shall assign or transfer any of its respective rights or duties under this Agreement without the prior consent in writing of the other. 

15.2 abcr may assign or transfer its rights and obligations under the Contract to another entity provided that the Buyer is notified of such assignment or transfer. 

15.3 No variation to these Terms, nor any representations about the Goods, shall be binding on abcr unless confirmed in writing by a person with the authority to do so. 

15.4 If for any reason any provision of these Terms shall be or be found to be void or of no effect or invalid the other provisions hereof shall not be affected thereby and shall continue in full force and effect. The parties further agree to replace any such invalid, unenforceable provisions with valid and enforceable provisions designed to achieve, to the greatest extent possible, the business purpose and intent of such invalid and unenforceable provisions.

15.5 Any notice given by the Buyer under these Terms shall be in writing and delivered to the following address:

15.5.1if by post or hand delivery to abcr IRL Ltd., New Work Junction, Dublin Road, Kilkenny, R95 VP83, Ireland; or

15.5.2if by email to info@abcr-irl.ie. 

15.6 Any failure by abcr to enforce or require strict performance by the Buyer of any provisions of these Terms shall not constitute a waiver thereof by abcr and abcr may at any time avail itself of the rights and remedies available for any breach of Terms.

15.7 These Terms represent the entire agreement between abcr and the Buyer in relation to its subject matter. The Buyer acknowledges that it has not relied on any statement, promise or representation made given by or on behalf of abcr which is not set out in these Terms or the Contract.

15.8 These Terms and any Contract and any dispute or claim arising out of or in connection with these Terms and any Contract or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of Ireland.

Version date: November 2018

abcr IRL Ltd. domiciled in Kilkenny

Commercial address of the registered office:

abcr IRL Ltd., New Work Junction, Dublin Road,
Kilkenny, Co. Kilkenny, R95 VP83, Ireland