General Terms and Conditions
1. General Provisions, Scope of Application
1.1 These General Terms and Conditions of Sale and Delivery ("TCSD") shall apply to all business relationships with our customers (hereinafter referred to as the “Buyer”), including but not limited to future deliveries and services (hereinafter referred to as the “Delivery”). These TCSD apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (“BGB”), as well as to legal entities under public law and special funds under public law.
1.2 Our TCSD apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their application in writing (hereinafter the “Requirement of Consent”). This Requirement of Consent shall also apply where we perform the Deliveries to the Buyer without reservation despite knowledge of the Buyer's general terms and conditions.
1.3 These TCSD shall also apply mutatis mutandis to the provision of services other than the delivery of goods, unless separate terms and conditions are explicitly agreed for such services.
1.4 Individual agreements made with the Buyer in specific cases (including side agreements, amendments and supplements) shall in all cases take precedence over these TCSD.
1.5 Legally relevant declarations and notifications by the Buyer after conclusion of the contract (e.g. setting of deadlines, notification of defects, declarations of withdrawal or reduction) must be made in writing to be effective.
1.6 References to statutory provisions are for clarification purposes only.
2. Conclusion of Contract
2.1 Our offers are non-binding and subject to change. This also applies if we provide the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards), other product descriptions or documents – including in electronic form – to which we retain ownership and intellectual property rights.
2.2 The Buyer’s order for the goods or services (the “Goods”) shall be deemed a binding offer to enter into a contract (the “Order”). Unless otherwise stated in the Order, we may accept this contractual offer within two weeks of receipt.
2.3 Acceptance may be declared either in writing (e.g. by order confirmation; email suffices) or by delivery of the Goods or performance of the service. Section 151 sentence 1 BGB shall not apply.
3. Scope of Performance, Quantity, Tolerances
3.1 The scope of performance shall be as set out in the respective agreement, consisting of the Buyer's Order and our written declaration of acceptance (email sufficient) or acceptance by delivery (the “Agreement”).
3.2 Quantities and quality specifications stated in offers are approximate and subject to customary industry tolerances, unless expressly designated as binding, and provided (a) the Buyer has no legitimate interest in the exact performance, and (b) the tolerance does not materially impair the equivalence of mutual obligations to the detriment of the Buyer (“Tolerances”). Tolerances arise naturally from deviations in the composition of biochar (e.g., content of Carbon) as well as the exact quantity measurement for larger quantity orders over (1000 kg )For quantity tolerances, we reserve the right to over- or under-deliver by up to 10%. In the case of a quality tolerance, the Buyer shall only accept such tolerance if the Buyer can continue to use the biochar for the contractually agreed or assumed purpose.
3.3 We retain ownership and copyright of any documents provided. These may not be disclosed to third parties and must be returned or permanently deleted upon request or if the Agreement is not concluded.
4. Delivery Dates, Delay in Delivery
4.1 Delivery dates and deadlines (collectively, “Delivery Dates”) must be individually agreed and are binding only if confirmed by us in writing. Silence in response to a request does not constitute agreement.
4.2 Delivery Dates are generally non-binding unless expressly agreed as binding. Non-binding Delivery Dates may be exceeded by up to 2 weeks. This expressly does not apply if Delivery Dates have been agreed as binding.
4.3 Delivery Dates shall be extended where:
(a) the Buyer fails to timely or accurately provide required documents or approvals (“Documents”);
(b) an agreed advance payment is not received, or
(c) the Buyer requests changes to the Agreement.
The Delivery Dates shall be extended in the cases of lit. (a) by the time between the first request to provide the Documents and the actual receipt of the complete and correct Documents, in the cases of lit. (b) by the time required by the Buyer to remedy the delay or in the cases of lit. (c) by the time agreed in writing by the parties for the modification of the Agreement.
4.4 In the case of delivery ex works, the delivery date shall be deemed to have been met if the goods are ready for collection at our works ( Am Baarssee 8, 23936 Grevesmühlen) or another location agreed in writing (e-mail is sufficient) by the end of the delivery period or on the delivery date, the goods have left the warehouse or the Buyer has been notified that the goods are ready for dispatch; in the case of delivery FCA, if the Goods have been handed over to the carrier at the agreed place of delivery in accordance with Section 5.2 by the end of the delivery period or on the delivery date.
4.5 Unless otherwise agreed, Delivery Dates shall be extended by the duration of the suspension in the event of unforeseen obstacles affecting the completion or shipment of the Goods, irrespective of whether they occur at our premises or those of our subcontractors. Under no circumstances shall we be responsible for such delays, even if they occur during an existing delay.
4.6 If binding Delivery Dates cannot be met for reasons not attributable to us, we will inform the Buyer without undue delay.
4.7 Our default in delivery shall be governed by statutory provisions.
4.8 The Buyer’s rights under Section 8 of this TCSD and our statutory rights (e.g., in case of impossibility or unreasonableness of performance) remain unaffected.
5. Delivery, Transfer of Risk, Customs Clearance, Default in Acceptance
5.1 Unless otherwise agreed, delivery within Germany and the European Union is EXW (Incoterms 2020) at our works, with loading at Buyer’s cost and risk. This shall also be the place of performance.
The Buyer shall be responsible for the transportation of the delivered Goods and shall bear the costs thereof. At the request and expense of the Buyer and after written confirmation by us, the delivered Goods shall be shipped to another destination. Unless otherwise agreed, in this case we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging).
The risk shall pass to the Buyer when the delivered Goods are made available for pick-up or shipment at our works (Am Baarssee 8, 23936 Grevesmühlen )or another location agreed in writing (e-mail is sufficient), but not before we have informed the Buyer that the Goods are ready for shipment and pick-up. This shall also apply if we ship the delivered Goods to another destination at the request and expense of the Buyer, if carriage paid delivery has been agreed or if we have assumed other ancillary services, such as loading. If shipment is delayed due to the Buyer's fault, the risk shall pass to the Buyer on the day on which the goods are ready for shipment.
5.2 Unless otherwise agreed in writing, Delivery to countries outside the European Union (the “Third Countries”) shall be made free carrier (FCA, INCOTERMS 2020).
Delivery shall be made by providing the packaged and ready-to-transport Goods at the agreed time at the agreed place of delivery for collection by the carrier commissioned by the Buyer. If a place of delivery is not expressly agreed upon or is not named by the Buyer in due time before the date of dispatch (at least 7 days) or only incompletely, our works (Am Baarssee 8, 23936 Grevesmühlen )shall be deemed the agreed place of delivery.
All risks, costs and responsibility for loss, damage, transportation and insurance shall pass to the Buyer in full upon handover of the Goods to the carrier - if the place of delivery is our works, upon loading onto the means of transport. This shall also apply if the carrier does not accept the Goods or does not accept it on time and the Goods have been provided by us for transportation, identified and the readiness for transportation has been notified to the Buyer; in this case, the provision at the agreed time at the agreed place of delivery shall be decisive. We shall not be obliged to repeat the loading or handover if the carrier does not appear on time or does not accept the Goods. In this case, the Buyer is obliged to bear the additional costs incurred (e.g. storage, demurrage, insurance). In this case, we are entitled to store the Goods at the Buyer's expense and risk.
We shall only be responsible for the legally required export customs clearance and the provision of the usual export documents. The Buyer shall be solely responsible for all further measures in connection with the import into the country of destination - in particular import duties, taxes, permits or inspections.
We are not obliged to accompany, monitor or document further transportation or import in the Third Country. We are not responsible for the main transportation, delays or complications in connection with export controls, sanctions, embargoes or import regulations in the third country.
5.3 Insurance against risks (e.g., transport, fire, water) is only taken out at Buyer’s request and expense.
5.4 Partial deliveries are permitted if reasonable; we bear additional shipping costs.
5.5 If the Buyer defaults on acceptance, fails to cooperate, or delays delivery for reasons attributable to him, we may claim damages including additional expenses.
5.6 Customs clearance must be handled by the Buyer. Export licenses outside the EU are only requested by us at the Buyer's cost and risk if legally required.
6. Prices and Payment Terms
6.1 The individually agreed prices shall apply; in case of doubt, our current prices according to the price list at the time of conclusion of the Agreement (hereinafter “Prices”) shall apply. In the case of delivery EXW the prices are ex works, plus statutory VAT, including packaging, excluding transportation or protective equipment, unless we have agreed otherwise in writing with the Buyer. In the case of delivery free carrier (FCA), the prices are exclusive statutory VAT, including packaging, transportation to the first carrier, loading onto the means of transport provided, if the place of delivery is our works, and including the legally prescribed export customs clearance, including the provision of the necessary export documents. All additional costs shall be borne by the Buyer, unless the parties have agreed otherwise in writing.
6.2 In the case of sale to destination the Buyer shall bear the transport costs ex works and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer. We do not take back transport packaging and all other packaging in accordance with the Packaging Regulations; it becomes the property of the Buyer, except for pallets.
6.3 Unless otherwise agreed, payments shall be made free paying office of Novocarbo GmbH within 14 calendar days of the invoice date without deduction. The deduction of a discount requires a separate written agreement. We do not accept cheques and bills of exchange.
6.4 If the Buyer is obliged to make several payments to us at the same time, the older debt among several due debts shall be paid first, unless we have made a provision for payment.
6.5 If there is reasonable doubt regarding the Buyer's ability to pay, we have the right to demand an advance payment or security deposit from the Buyer amounting to a maximum of 20% of the respective order value.
6.6 Upon expiry of the payment period pursuant to Section 6.3, the Buyer shall automatically be in default pursuant to Section 286 para. 2 No. 1 BGB without the need for a separate reminder. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.
6.7 If it becomes apparent after conclusion of the Agreement that our claim to the purchase price is jeopardized by the Buyer's inability to pay (e.g. by an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the Agreement. Section 6.5 remains unaffected.
7. Biochar
7.1 With the purchase of biochar, the Buyer does not acquire a CO2 certificate (carbon credit), unless the parties have agreed otherwise.
7.2 By purchasing biochar, the Buyer irrevocably assigns to us the carbon sink potential from the biochar (Removal Potential), as well as the right to generate a carbon dioxide certificate based on the carbon content of the purchased biochar or to have it generated by a third party. The Buyer shall therefore not be able to use the carbon in the biochar itself to deduct emissions from its carbon footprint. We hereby accept the assignment. The Buyer shall not receive any compensation.
7.3 The Buyer is aware that we generate carbon dioxide certificates based on the carbon content of the biochar sold to the Buyer and the Buyer assures that he will not burn the purchased biochar under any circumstances but will use it exclusively to preserve carbon and transfer it to a permanently carbon dioxide-binding final use for this purpose. This includes
(a) release into the environment (soil or water) in a way that the biochar can no longer be removed;
(b) feeding to animals, provided that their excrement is not incinerated but used as farm manure;
(c) Incorporation into a product with a long service life (e.g. concrete, asphalt, insulation materials, durable plastics - such as facade and structural elements of real estate).
The biochar may only be added to a matrix such as soil, compost or concrete (see lit. (a) to (c)) in such way that future incineration or other oxidation is permanently impossible. Further carbon dioxide-binding final uses may be agreed separately in writing between the parties after prior verification of sustainability.
7.4 The Buyer shall inform us immediately of the carbon dioxide-binding final use of the biochar and shall complete the form Withdrawal rights provided upon delivery and serving as proof of final use and make it available to us within 7 calendar days of Delivery of the Goods at the latest (transmission by e-mail is sufficient).
7.5 In case of doubt as to whether the biochar has been used by the Buyer as agreed and if the Buyer cannot prove that it has been used in accordance with the Agreement, the Removal Potential assigned to us shall become worthless. The Buyer shall be obliged to reimburse us for the market value of the Removal Potential at the time of purchase of the biochar.
7.6 We shall not assume any responsibility for any climate protection claims that the Buyer wishes to make in connection with the biochar.
8. Retention of title
8.1 We reserve title to the Goods sold until full payment of all our present and future claims arising from the specific purchase contract and an ongoing business relationship (“Secured Claims”).
8.2 The Goods subject to retention of title may not be pledged to third parties or assigned as security until the Secured Claims have been paid in full. The Buyer must notify us immediately in writing if and to the extent that third parties seize the Goods belonging to us.
8.3 If the Buyer acts in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the Goods on the basis of the retention of title and the withdrawal.
8.4 The Buyer is authorized to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
(a) The retention of title shall extend to the full value of the Goods resulting from the processing, mixing or combining of our Goods, whereby we shall be deemed to be the manufacturer and the processing, mixing or combining shall be deemed to have been carried out on our behalf. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
(b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the Goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Buyer stated in Section 8.2 shall also apply in consideration of the assigned claims.
(c) The Buyer shall remain authorized to collect the claim besides us. We shall be obliged not to collect the claim as long as the Buyer meets his payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If this is the case, however, we can demand 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.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer's request.
(e) If the Buyer files for insolvency, he must inform us immediately in writing. If the Goods subject to retention of title are seized by third parties or if they are subject to other interventions by third parties, the Buyer is obliged, as long as ownership has not yet been transferred to him, to inform the third party of our ownership rights and to notify us immediately in writing so that we can enforce our ownership rights. The Buyer shall be liable to us for any court or out-of-court costs incurred in this connection in accordance with Section 771 of the German Code of Civil Procedure (ZPO), unless the third party is able to reimburse us for these costs.
9. Buyer's claims for defects
9.1 The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below.
9.2 We shall be liable for defects primarily based on the agreement reached on the quality of the Goods. The product descriptions (specifications) designated as such, which were provided to the Buyer prior to its Order or included in the Agreement in the same way as these TCSD, shall be deemed to be an agreement on the quality of the Goods.
9.3 Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not.
9.4 The Buyer's claims for defects shall require that he has complied with his statutory duties of inspection and notification of defects. If the Buyer fails to properly inspect the Goods and/or report defects, our liability for the unreported defect shall be excluded in accordance with the statutory provisions.
9.5 If the delivered Goods are defective, the Buyer may initially demand either rectification of the defect (repair) or delivery of a defect-free item (replacement delivery) as subsequent performance. If the Buyer does not declare which of the above rights he chooses, we may set him a reasonable deadline to do so. If the Buyer does not make the choice within the deadline, the right to choose shall pass to us upon expiry of the deadline.
9.6 We are entitled to make the subsequent performance dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.
9.7 The Buyer shall give us the time and opportunity required for the subsequent performance, in particular to hand over the rejected Goods for inspection purposes.
9.8 We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs.
9.9 In urgent cases, e.g. if operational safety is at risk or to prevent unreasonable damage, the Buyer shall have the right to remedy the defect himself and to demand compensation from us for the expenses objectively necessary for this purpose. We must be notified immediately, if possible in advance, of any such self-remedy. The right of self-remedy shall not apply if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.
9.10 If the subsequent performance has failed or a reasonable deadline to be set by the Buyer for the subsequent performance has expired unsuccessfully, the Buyer may withdraw from the Agreement in accordance with the statutory provisions.
9.11 Claims of the Buyer for damages or reimbursement of futile expenses shall only exist in accordance with Section 10 and are otherwise excluded.
10. Liability
10.1 Unless otherwise stated in these TCSD, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
10.2 We shall be liable without limitation for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable
(a) for damages resulting from injury to life, body or health, and
(b) for property damage and financial loss resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the agreement and on whose fulfillment the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.
10.3 The limitations of liability resulting from clause 10.2 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the Goods. For the avoidance of doubt, it shall also not apply to injury to life, body or health; in this case we shall be liable without limitation irrespective of the degree of fault.
10.4 The Buyer may only withdraw from or terminate the agreement due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.
11. Final provisions
11.1 These TCSD and all legal relationships between us and the Buyer shall be governed by the law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods.
11.2 The transmission of a signed letter as a scan by e-mail to the last e-mail address used in the communication between the parties is sufficient for compliance with the written form, unless these TCSD provide otherwise. Signatures can also be made using generally accepted digital signature software (e.g. DocuSign).
11.3 The Buyer may not assign rights and obligations under this contract in whole or in part without our prior written consent, unless there is no interest worthy of protection in the exclusion of assignment or legitimate interests in the assignability outweigh the interest in the exclusion of assignment.
11.4 The Buyer may only offset claims arising from the specific agreement against undisputed or legally established counterclaims, unless the monetary claim for offsetting arises from a claim for which the Buyer could have asserted a right of retention. The Buyer may not assert any rights of retention or other rights to refuse performance except in the case of undisputed or legally established claims.
11.5 The place of performance and jurisdiction for both parties to the contract shall be the registered office of Novocarbo GmbH. We shall also be entitled to take legal action at the Buyer's general place of jurisdiction.
11.6 Should individual provisions of these TCSD be invalid, void or unenforceable, this shall not affect the validity and enforceability of the remaining provisions. The invalid, void or unenforceable provision shall be deemed to be replaced by a valid and enforceable provision that comes closest to the economic purpose of the invalid, void or unenforceable provision. The same shall apply if there is an unintended loophole in these TCSD. If the invalidity of a provision is based on a measure of performance or time (deadline or date) specified therein, the provision shall be deemed to have been agreed with a legally permissible measure that comes closest to the original measure.
Effective as of: May 2025