TERMS AND CONDITIONS OF SALE AND DELIVERY – 04/2025
PART A: TERMS AND CONDITIONS FOR B2B SALES
1. Scope & Confirmation of Business Status
1.1. These Terms and Conditions of Sale and Delivery (“B2B Terms”) govern all B2B transactions between Colosol Coatings GmbH (“Colosol Coatings” or “Seller”) and purchasers acting in a business capacity (Section 14 BGB), including legal entities under public law or special funds under public law. 1.2. By placing an order under these B2B Terms, the purchaser declares that it is not a consumer (Section 13 BGB) and is purchasing the goods for commercial or professional purposes. 1.3. These B2B Terms also apply if a business purchaser buys from Colosol Coatings via online marketplaces (e.g., Amazon) or the Seller’s own web shop, provided that the purchaser self-identifies as a business entity.
2. Offers & Orders
2.1. All offers by Colosol Coatings are non-binding and may be subject to change. Documents provided (e.g., drawings, samples) remain the intellectual property of the Seller. 2.2. A contract is concluded only upon the Seller’s written order confirmation or the actual dispatch of the goods if no separate confirmation is issued.
3. Delivery & Transfer of Risk
3.1. Unless otherwise agreed in writing, delivery is made EXW or FCA (Incoterms® 2020) at the Seller’s facility in Bad Rappenau, Germany, which is also the place of performance. 3.2. Risk passes to the purchaser when the goods are handed over to the carrier (for FCA) or once they are made available for pick-up (EXW). 3.3. Partial deliveries are permitted if reasonable. 3.4. If the purchaser causes a delay (e.g., by failing to accept), Colosol Coatings may store the goods at the purchaser’s cost and risk and may claim any additional damages incurred.
4. Force Majeure
4.1. Neither party is liable for failure or delay in performance caused by circumstances beyond their reasonable control (e.g., natural disasters, strikes, pandemics, government measures, or raw material shortages not caused by the party). 4.2. In such cases, agreed deadlines or delivery dates are extended for the duration of the disruption. If the disruption lasts more than one (1) month, either party may terminate or withdraw from the affected portion of the contract.
5. Export Control & Compliance
5.1. The purchaser must comply with all applicable export, customs, and foreign trade regulations. 5.2. The purchaser shall promptly provide any documents required for export/import clearance. 5.3. A breach of such regulations by the purchaser entitles Colosol Coatings to terminate the contract without liability.
6. Prices, Payment & Customs Duties
6.1. Unless stated otherwise, prices are net (excluding VAT and other taxes). Packaging, freight, and insurance costs are charged separately. 6.2. Invoices are payable within fourteen (14) days of receipt unless otherwise agreed. 6.3. The purchaser may only offset or withhold payments if its counterclaims are undisputed or finally upheld by a competent court. 6.4. Pursuant to EXW/FCA (Incoterms® 2020), the purchaser bears all import-related costs, including customs duties and taxes.
7. Retention of Title
7.1. Colosol Coatings retains title to all goods until all present and future claims (“Secured Claims”) against the purchaser are fully paid. 7.2. Goods under retention of title may not be pledged or assigned as security. The purchaser shall immediately notify the Seller of any third-party seizure attempts. 7.3. If the purchaser defaults on payment or otherwise breaches the contract, Colosol Coatings may withdraw from the contract and reclaim any goods under retention of title.
8. Extended Reservation of Title
8.1. If the purchaser processes, combines, or mixes the goods under retention of title with other items, Colosol Coatings acquires co-ownership in the resulting product proportionate to the invoice value of the goods under retention of title in relation to the other processed items at the time of combination. 8.2. If the purchaser resells the goods before fulfilling all Secured Claims, any related claims against third parties are deemed assigned to Colosol Coatings in the amount of the invoice value. The Seller accepts this assignment.
9. Inspection, Compatibility & Warranty
9.1. Inspection & Defects: The purchaser shall immediately inspect the goods. Visible defects must be notified in writing within seven (7) days of delivery; hidden defects within seven (7) days of discovery. Failure to comply may preclude warranty claims where legally permissible. 9.2. Compatibility: The purchaser is solely responsible for verifying that the goods are suitable for its intended purpose. The Seller makes no additional guarantees regarding specific compatibility. 9.3. Shelf Life: Certain products may have a stated shelf life (e.g., 12 months). The purchaser is responsible for adhering to recommended storage/usage guidelines. The Seller disclaims liability if the goods are used beyond the stated shelf life or contrary to instructions. 9.4. Remedies: If defects are timely and validly reported, Colosol Coatings may repair or replace the defective goods. Further claims are subject to the limitation of liability set forth in Section 11.
10. Disclaimers of Implied Warranties
Except where otherwise required by law or agreed in writing: 10.1. Colosol Coatings disclaims any implied warranties, including merchantability or fitness for a particular purpose, to the extent permissible in a B2B context. 10.2. The purchaser is responsible for compliance with any local regulations relevant to the goods’ use or further processing.
11. Limitation of Liability
11.1. Exclusion of Certain Damages Except in cases of (i) willful misconduct, (ii) gross negligence, (iii) injury to life, body, or health, or (iv) mandatory statutory liability (including under the German Product Liability Act), Colosol Coatings is not liable for indirect, consequential, or incidental damages (e.g., lost profits, production downtime). 11.2. Liability for Slight Negligence For breaches of essential contractual obligations (cardinal duties) caused by slight negligence, liability is limited to the foreseeable, typical damages at contract formation. 11.3. Overall Liability Cap In no event shall the Seller’s aggregate liability exceed the net invoice value of the goods or services giving rise to the claim. 11.4. Non-Excludable Liability These limitations do not exclude liability that cannot be lawfully limited (e.g., product liability, fraud, or personal injury).
12. Data Protection
12.1. Personal data is processed solely for contract performance and in compliance with GDPR and other applicable data protection laws. 12.2. Where necessary, Colosol Coatings may pass data to third parties (e.g., carriers) to fulfill the contract.
13. Governing Law & Jurisdiction
13.1. These B2B Terms and any contract referring to them are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). 13.2. If the purchaser is a merchant or public-law entity, exclusive jurisdiction is with the courts at the Seller’s registered seat (Bad Rappenau, Germany). The Seller may also sue at the purchaser’s general place of jurisdiction.
14. Dispute Resolution (Optional Arbitration)
14.1. If both parties agree, disputes may be settled under the ICC Rules of Arbitration. 14.2. Absent an arbitration agreement, legal disputes fall under the jurisdiction stated in Section 13.
15. Severability & Written Form
15.1. Should any provision be held invalid, the remaining provisions remain in force. 15.2. Amendments or supplements (including those altering this form requirement) must be in writing to be valid.
PART B: TERMS AND CONDITIONS FOR B2C SALES
1. Scope & Consumer Definition
1.1. These Terms and Conditions of Sale and Delivery (“B2C Terms”) apply when a consumer (Section 13 BGB) purchases goods from Colosol Coatings GmbH (“Colosol Coatings” or “Seller”), including via online marketplaces or the Seller’s web shop. 1.2. A consumer is any natural person acting for purposes outside their commercial or self-employed activities.
2. Conclusion of Contract
2.1. Any product listings or offers on the Seller’s websites or third-party marketplaces are non-binding invitations for consumers to place an order. 2.2. A consumer’s order (e.g., by clicking “Buy” or “Order” online) is a binding purchase offer. The Seller accepts by sending an order confirmation or by dispatching the goods.
3. Prices & Payment
3.1. All prices include statutory VAT (where applicable). Additional charges (e.g., shipping) are displayed during the order process. 3.2. The Seller offers various payment methods (e.g., credit card, PayPal, etc.) as shown at checkout. 3.3. The Seller reserves the right to exclude certain payment methods at its discretion.
4. Delivery & Transfer of Risk
4.1. Unless agreed otherwise, delivery is made to the delivery address provided by the consumer. 4.2. The Seller endeavors to meet the indicated delivery times but is not liable for slight delays. 4.3. Risk of accidental destruction or deterioration of the goods passes to the consumer upon handover of the goods to the consumer or a person authorized to receive them.
5. Retention of Title
5.1. Colosol Coatings retains ownership until the purchase price is paid in full. 5.2. If the consumer fails to pay, the Seller may withdraw from the contract according to applicable legal requirements and reclaim the goods.
6. Statutory Right of Withdrawal
6.1. Withdrawal Period
Consumers generally have fourteen (14) days to cancel a distance contract without giving any reason.
6.2. Start of Period
The 14-day period starts on the day the consumer (or a person designated by them) takes physical possession of the goods.
6.3. Exercise
To exercise the right, the consumer must notify the Seller (e.g., via letter or email) of the decision to withdraw. The consumer may use the sample withdrawal form below but is not obliged to do so.
6.4. Effects of Withdrawal
If the consumer withdraws, the Seller shall refund all payments received, including standard delivery costs, without undue delay—no later than 14 days from when the Seller is informed of the withdrawal. The Seller may withhold the refund until the goods are returned or proof of return is provided.
6.5. Return of Goods
The consumer must return the goods promptly, no later than 14 days after informing the Seller of cancellation. Unless stated otherwise, the consumer bears the direct cost of returning the goods if delivered as ordered.
Sample Withdrawal Form
(Please complete and return this form only if you wish to withdraw from the contract)
— To Colosol Coatings GmbH, Buchäckerring 36, 74906 Bad Rappenau, Germany
— Email:
7. Statutory Warranty (Gewährleistung)
7.1. Consumers have the statutory 2-year warranty (Sections 434 ff. BGB) for defects in goods. 7.2. If delivered goods are defective, the consumer may request repair or replacement; further rights (e.g., price reduction or cancellation) exist if statutory requirements are met. 7.3. Any additional commercial guarantees apply only if expressly provided by the Seller.
8. Shelf Life & Product Use
8.1. Where the Seller specifies a shelf life (e.g., 12 months), the consumer should store and use the product in accordance with the Seller’s instructions. 8.2. The Seller is not liable for reduced performance or defects resulting from usage beyond the recommended shelf life or contrary to instructions, unless mandatory statutory rights apply.
9. Limitation of Liability (Consumer Context)
9.1. The Seller’s liability is unlimited for willful misconduct, gross negligence, injury to life/body/health, and under the German Product Liability Act. 9.2. For breaches of essential contractual obligations caused by slight negligence, liability is limited to foreseeable, typical damages. 9.3. The Seller is not liable for slight negligence in breaches of non-essential obligations if it does not affect life, body, or health. 9.4. These limitations do not affect statutory consumer rights.
10. Online Dispute Resolution & Consumer Arbitration
10.1. The European Commission provides an Online Dispute Resolution (ODR) platform at https://ec.europa.eu/consumers/odr. Consumers can use it for out-of-court resolution. 10.2. The Seller is neither obliged nor willing to participate in dispute-settlement proceedings before a consumer arbitration board.
11. Governing Law
11.1. These B2C Terms are governed by the laws of the Federal Republic of Germany, excluding the UN CISG. 11.2. This choice of law does not deprive the consumer of mandatory protections under the law of their habitual residence.
12. Data Protection
12.1. The Seller processes personal data in compliance with the GDPR and other applicable data protection laws. 12.2. Further details can be found in the Seller’s Privacy Policy at www.colosol.de.
13. Final Provisions
13.1. Should any clause of these B2C Terms be invalid, the remaining provisions remain enforceable. 13.2. No additional verbal agreements exist. Changes require text form (e.g., email).
