DKS eLiquid GmbH

General Terms and Conditions of Sale and Delivery of DKS eliquid GmbH (as of July 2025)

1. Scope of application

• The following terms and conditions (“GTC”) apply to all sales of products (“purchased goods“) by DKS eliquid GmbH (“Seller“) to its customers (“Buyer” or “Customer“), unless otherwise agreed in writing. The GTC shall only apply if the buyer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
• The GTC shall apply exclusively. Deviating, supplementary or conflicting general terms and conditions of the Buyer shall only become part of the contract if and to the extent that the Seller has expressly agreed to their validity in writing. This requirement of consent shall also apply if the Buyer refers to its General Terms and Conditions in the order and the Seller does not expressly object to them. The GTCS shall also apply if the Seller carries out the delivery to the Buyer without reservation in the knowledge that the Buyer’s terms and conditions conflict with or deviate from the GTCS.
• Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Written form within the meaning of these GTCS includes written and text form (e.g. letter, e-mail, fax);statutory formal requirements and further evidence, in particular in the event of doubt as to the legitimacy of the declarant, shall remain unaffected.
• The invalidity or unenforceability of one or more of the provisions of these GTC shall not affect the validity or enforceability of the remaining provisions of these GTC or the contract as a whole. The invalid provision shall be replaced by what the parties would have agreed if they had been aware of the invalidity. In the case of a provision that is customary in the industry, it shall be assumed that the parties would have intended this customary provision. § Section 139 BGB is waived
• References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are amended or expressly excluded in these GTC.

2. Conclusion of contract

• The Seller’s offers in catalogs, on the Internet and in sales documents are subject to change, i.e. are only to be understood as an invitation to submit an offer. Unless otherwise agreed, the contract shall only be concluded by order confirmation or delivery.
• The order of the goods by the buyer is considered a binding contractual offer.
• Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.
• The content of a letter of confirmation from the Seller shall be deemed agreed unless the recipient immediately objects in writing.
• To facilitate correspondence and to avoid misunderstandings, the symbols specified by the Seller shall be used in correspondence. In particular, the Buyer is obliged to quote the number of the Seller’s order confirmation on all documents. The Buyer shall be responsible for all consequences arising from non-compliance with these obligations (delays, incorrect or returned deliveries, etc.).

3. Quality, quantities

• The quality of the goods to be delivered by the Seller shall be determined primarily by the written agreement between the Seller and the Buyer.
• In the absence of such an agreement, the description in the Seller’s order confirmation (sales confirmation) shall be decisive for the quality of the purchased item or, in the absence of an order confirmation, the description in the Seller’s delivery bill. Quality characteristics of samples or specimens, analysis data or specifications shall only be deemed to be quality specifications if they have been agreed in writing. The Seller shall only be liable for goods of merchantable quality.
• The measurement determined by weighing or measuring at the shipping point (i.e. in the seller’s tax warehouse or, if otherwise agreed, refinery, etc.) shall be binding for determining the quantity.

4. Delivery dates, deadlines and impairments

• Delivery periods are non-binding unless the Seller has expressly designated them as binding. All delivery deadlines of the Seller are approximate deadlines.
• The Seller shall not be liable for delays in delivery if these are caused by events that were unforeseeable at the time the contract was concluded and over which the Seller has no influence and for which the Seller is not responsible, including war, terrorist attacks, cyber incidents, natural disasters, diseases, pandemics, epidemics, industrial action including strikes, lawful lockouts, official measures such as quarantine restrictions or embargoes (each individual event:“force majeure“).
• In the event of force majeure, the delivery dates shall be postponed by the period during which the impediment to performance caused by the force majeure lasts, plus a reasonable start-up period. The Seller is obliged to notify the Buyer of an impediment to performance due to force majeure as soon as the Seller becomes aware of it. If the impediment to performance caused by force majeure lasts longer than 4 (four) weeks, the Seller and the Buyer shall be entitled to withdraw from the contract.
• In addition to the case of force majeure in (b), the Seller shall also not be liable for delays in delivery caused by the fact that the Seller is not or not correctly supplied by its suppliers despite the conclusion of a congruent covering transaction – for whatever reason. The Buyer shall be notified immediately of incorrect or untimely self-supply as soon as the Seller becomes aware of this. The Seller shall be obliged to assign its claims against the upstream supplier to the Buyer at the latter’s request.
• Partial deliveries are permitted insofar as they are usable for the buyer, complete delivery to the buyer is ensured and the buyer does not incur any significant additional costs as a result.

5. Place of delivery, transfer of risk

• Unless otherwise agreed, delivery shall be made to the Seller’s tax warehouse, which shall also be the place of performance for the delivery and any subsequent performance, unless the parties have agreed otherwise. At the request and expense of the Buyer, the purchased item shall be shipped to another destination (sale to destination).
• The risk of accidental loss and accidental deterioration of the purchased item (“transfer of risk“) shall pass to the buyer upon handover. In the case of sale by delivery to a place other than the place of performance, the transfer of risk shall take place upon delivery of the object of sale to the forwarding agent, the carrier or the person otherwise designated to carry out the shipment.
• If the buyer is in default of acceptance, this shall be deemed equivalent to handover.

6. Acceptance

• If the Buyer is in default with the acceptance of the purchased item in whole or in part, if he fails to cooperate or if the delivery is delayed for other reasons for which the Buyer is responsible, the Seller may store the corresponding quantities at the Buyer’s expense or, after setting a deadline, withdraw from the contract in whole or in part and demand compensation instead of performance. Any further statutory claims of the Seller shall remain unaffected.
• The buyer guarantees that the filling, transportation and storage facilities operated or used by him are in perfect technical condition and are operated in accordance with all public and private safety regulations.
• When collecting the purchased item, the Buyer shall comply with all relevant statutory provisions, in particular with regard to the storage and transportation of the purchased item. He must also follow the seller’s instructions at the collection point.

7. Transportation, storage

• The Buyer shall be liable for all containers made available to the Buyer by the Seller on loan or hire (e.g. tank wagons) until they are returned to the return address specified by the Seller. The containers may only be used for the goods delivered by the Seller.
• The Buyer shall be obliged to empty containers provided by the Seller without delay and to return them carriage paid and free of charge to the address specified by the Seller. Unless expressly agreed otherwise, tank wagon rentals shall be charged at the respective daily rates from the day of filling until the return of the wagons to the return delivery address specified by the Seller.
• If the buyer and seller agree on rent-free transportation to and from the container provided by the seller, the standard rental charges for the container shall apply if the return period is exceeded.
• If the containers are not completely emptied, the Seller shall not reimburse the Buyer for the price of any remaining residues of the purchased item. Emptying and cleaning costs shall be borne by the Buyer.
• In the case of delivery in containers of the Buyer, the Seller shall not be obliged to check these for suitability and cleanliness. Contamination due to unclean, unsuitable or defective containers shall be borne by the Buyer, unless the Buyer proves that the Seller is responsible for the contamination.

8. Prices

• Unless otherwise agreed, the prices are exclusive of VAT, energy tax, customs duty and oil stockpiling contribution or similar charges/fees (including the costs for emission certificates in accordance with the German Fuel Emissions Trading Act (BEHG) and the German Greenhouse Gas Emissions Trading Act (TEHG)) as well as any ancillary tax payments in the amount owed by law.
• In the case of sale by delivery to a place other than the place of performance, the Buyer shall bear the transportation costs ex warehouse and the costs of any transport insurance requested by the Buyer. Unloading and other costs incurred in addition to the freight shall be borne by the buyer even in the case of carriage paid delivery.
• In the case of ship transportation, surcharges due to high or low water, ice or other reasons for which the seller is not responsible shall also be borne by the buyer. This shall also apply to demurrage caused by exceeding the permissible unloading time. The Buyer shall provide steam for unloading purposes and the hoses or other equipment required for unloading the purchased goods at its own expense.
• If the transport, storage or handling costs change after conclusion of the contract or if the purchased item is subject to lower, additional or higher taxes or other duties/fees or if the Seller’s costs decrease or increase due to government measures in the country of delivery, if it becomes apparent after conclusion of the contract (e.g. by filing for insolvency proceedings) that the claim to the purchase price is jeopardized by the Buyer’s inability to pay, the Seller shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract(321 BGB).

9. Payments, assignment, offsetting, retention

• Unless otherwise agreed, claims of the seller are due immediately, otherwise within the agreed payment term. The due date is noted on the invoice.
• The payment amount must be available to the seller on the due date. Discounts or other deductions from the agreed price are not permitted. Checks shall only be accepted on account of payment upon special agreement; in this case, payment shall only be deemed effected upon final encashment. If the SEPA direct debit procedure has been agreed, the advance notification period shall be reduced to 1 (one) day. The Seller shall be entitled to charge statutory interest from the due date.
• If the Buyer is in default, the Seller shall be entitled to charge interest in the amount of 9 (nine) percentage points above the base interest rate in addition to exercising its statutory rights without further reminder.
• The Seller may unilaterally declare all outstanding invoices due for immediate payment if the Buyer has not complied with agreed payment terms for previous deliveries, if the Buyer’s solvency is called into question or if an agreed credit limit is exceeded. In the aforementioned cases, the Seller shall also be entitled, after setting a deadline, to withdraw from the contract in whole or in part and to claim damages in lieu of performance.
• The Buyer may only assign its claims against the Seller to third parties with the prior and express written consent of the Seller. The regulation of § 354a HGB remains unaffected.
• The Buyer may only set off undisputed or legally established counterclaims; in the event of defects in the delivery, the Buyer’s counterclaims shall remain unaffected.
• The Seller shall also be entitled to offset such claims against the Buyer as are due to its affiliated companies (Section 15 AktG), in particular its parent, sister and subsidiary companies.
• The purchaser may only assert rights of retention on the basis of undisputed or legally established claims arising from the same contractual relationship.

10. Retention of title

• The purchased item shall remain the property of the seller until final payment of all claims against the buyer arising from the mutual business relationship.
• The buyer is obliged to store the purchased goods with the usual care. The Buyer must inform the Seller immediately of any seizure measures by third parties or other impairments of the property and, if necessary, take measures to secure it. The Buyer is obliged to insure the Seller’s reserved goods adequately against loss and damage due to fire, theft, water or similar risks. He assigns his claims for compensation against the insurance company or other parties liable for compensation – if necessary on a pro rata basis – to the seller.
• The buyer may resell the goods in the ordinary course of business as long as he duly fulfills his obligations to the seller. The buyer assigns the claims and rights arising from the sale to the seller. If a prohibition of assignment is agreed with the buyer’s customer, the sale is not permitted, except in the cases of § 354a HGB. If the Buyer includes this claim in an existing current account relationship with its customer, the current account claim shall be assigned in the amount of the gross invoice amount; after balancing, it shall be replaced by the recognized balance, which shall also be assigned.
• Subject to revocation, the seller authorizes the buyer to collect the assigned claims in the ordinary course of business. The Seller undertakes not to collect the claim as long as the Buyer meets its payment obligations to the Seller, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to pay. If this is the case, however, the Seller may demand that the Buyer provides it with a list of the goods still subject to retention of title, discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. In this case, the Seller shall also be entitled to revoke the Buyer’s authorization to resell and process the goods subject to retention of title.
• If the purchased item is mixed or blended with other goods of third parties, the Seller shall be entitled to ownership or co-ownership of the new product in the ratio of the gross invoice value of the purchased item to that of the other goods. In the event of mixing or blending with goods of the Buyer, the Seller shall be entitled to co-ownership in the amount of the gross invoice value of the goods subject to retention of title, which the Buyer holds in custody for the Seller, in proportion to the gross invoice value of the Buyer’s goods. Clauses 10 (a) to (e) shall apply in the same way to the resulting product as to the goods delivered under retention of title.
• If the value of the securities exceeds the total claims of the seller by more than 10 (ten) %, the seller shall release the corresponding securities at the request of the buyer. The realizable value or the nominal value of the claim shall be decisive for the valuation of the securities.

11. Claims for defects

• The basis of the seller’s liability for defects is primarily the agreement reached on the quality of the purchased item (Section 3).
• Minor deviations in quantity, weight and dimensions that are within the customary limits for the purchased item do not constitute defects. The same applies to impairments caused by natural wear and tear or incorrect or negligent handling.
• The buyer must inspect the goods immediately after delivery and, if a defect is discovered, notify the seller immediately (§ 377 HGB). If a defect is discovered later (hidden defect), the notification must be made immediately after discovery. If the Buyer does not properly fulfill his obligation to inspect and/or notify, the Seller’s liability shall be excluded in accordance with the statutory provisions.
• Likewise, the seller shall not be liable for defects which the buyer is aware of or is grossly negligent in not being aware of when the contract is concluded (§ 442 BGB).
• In order to examine the defect, the Seller and the Buyer shall take a sample of at least 1 (one) liter or kilogram of the rejected object of purchase in the presence of a representative of the Seller or an expert appointed by the Seller, in the case of wood pellets 3 (three) kilograms.
• In the event of a defect, the seller has the choice between subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery).
• If the type of supplementary performance chosen by the Seller is unreasonable for the Buyer in individual cases, the Buyer may refuse it. The Seller’s right to refuse supplementary performance under the statutory conditions remains unaffected.
• The Seller shall be entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due; however, the Buyer shall be entitled to retain a reasonable portion of the purchase price in proportion to the defect.
• The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as any dismantling and installation costs, shall be borne or reimbursed by the Seller in accordance with the statutory provisions and these GTCS if a defect actually exists. Otherwise, the Seller may demand reimbursement from the Buyer for the costs arising from the unjustified request to remedy the defect if the Buyer knew or could have recognized that there was in fact no defect.
• If the supplementary performance fails, the buyer may, at his discretion, demand a reduction in the purchase price or withdraw from the contract. However, in the case of insignificant defects, the buyer shall not be entitled to withdraw from the contract.
• If the purchased item is indistinguishably mixed or blended with items belonging to the buyer, claims for defects shall be excluded unless the buyer proves that a defect has its cause in the purchased item.
• In the event of complaints, the Buyer shall safeguard any rights of the Seller vis-à-vis the transportation agents (e.g. forwarding agents) and take the necessary steps to preserve evidence without delay.
• Claims by the buyer for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 ( 5), 327u BGB).
• Even in the event of defects in the goods, the Buyer shall only be entitled to claim damages in accordance with Section 12 below. The same shall apply to the Buyer’s claim for reimbursement of futile expenses(284 BGB).

12. Liability

• The Seller shall be liable – irrespective of the legal grounds – for damages within the scope of fault-based liability in the event of intent or gross negligence.
• In the event of simple negligence, the Seller shall only be liable for damages (i) in the event of claims arising from product liability (ii) for damages resulting from injury to life, body or health, (iii) for damages resulting from the breach of essential contractual obligations (obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the Buyer regularly relies and may rely), and/or (iv) if a defect has been fraudulently concealed or a guarantee has been given for the quality of the purchased item. In the case of (iii), liability shall be limited to compensation for foreseeable damage typical of the contract.
• The above liability provisions shall also apply in the event of breaches of duty by legal representatives, vicarious agents (Section 278 BGB) or assistants (Section 831 BGB) of the Seller for whose fault the Seller is responsible in accordance with the statutory provisions.

13. Statute of limitations

(a) The Buyer’s claims for material defects and defects of title shall become time-barred 1 (one) year after the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(b) The above limitation period shall also apply to contractual and non-contractual claims for damages of the Buyer which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.

(c) Claims for damages by the Buyer pursuant to Clause 12 and under the Product Liability Act, on the other hand, shall lapse exclusively in accordance with the statutory limitation periods.

14. Tax guarantee declarations of the buyer

• The Buyer irrevocably guarantees to the Seller that neither the Buyer nor any subsequent customers will violate any tax and/or disposal regulations that must be observed when delivering tax-free or tax-privileged products in connection with the delivery on the Buyer’s permit or general permit.
• When shipping energy products under the tax suspension procedure, the Buyer shall observe the applicable procedural regulations and deadlines under energy tax law. If the Buyer changes the destination or splits the goods when shipping energy products under the tax suspension procedure, he must inform the Seller immediately. In such cases, the buyer guarantees to ensure that the tax consignor receives all necessary information in good time so that the tax suspension procedure can be properly completed. This also applies to changes of destination or splitting of goods made by a subsequent buyer of the buyer during transportation under duty suspension.
• In the case of VAT-exempt intra-Community supplies (collection) in all places of loading within the Community territory (pursuant to Art. 1 38 of the VAT Directive), the buyer guarantees that the delivery item will be taken to a Member State within the Community territory other than the place of loading. When placing the order, the buyer must provide the seller with a valid VAT identification number to be used at the time of delivery. In the case of VAT-free export deliveries (collection case), the buyer guarantees that the goods will be transported from a place of loading within the Community territory to a third country (in accordance with Art. 146 of the VAT Directive) and that he is a foreign customer (applicable local VAT law). In all cases, the buyer undertakes to immediately provide the seller with documentary evidence that meets the legal requirements in every respect (applicable local VAT law).
• In the event of a breach of one of the aforementioned warranties, the Buyer undertakes to indemnify the Seller against all third-party claims, in particular against all taxes, customs duties, other levies and tax penalties incurred, in full and on first demand. The Buyer shall also indemnify the Seller against any costs incurred by the Seller in this connection as a result of legal remedies.

15. Compliance and sanction provisions

(a) Both parties undertake to comply with the national or international sanctions, export control and anti-corruption regulations applicable at the location of their respective branch and at the place of performance of the purchase contract governed by these GTCS, taking into account applicable anti-boycott rules. Insofar as the execution of a purchase contract is definitively prohibited thereafter, either party may withdraw from the contract. Insofar as the contract in question can be implemented in accordance with the applicable regulations by obtaining approval or a dispensation, the party burdened by the prohibitions shall inform the other party of this without delay and submit a corresponding application for approval without delay. If this request is not granted or not granted within a period of 4 (four) weeks, either party may withdraw from the contract

(b) To the extent that any laws, regulations, ordinances, decrees, orders, demands, requests or requirements of the United Nations, the EU, any EU member state, the United Kingdom, the United States of America or any other state or international organization are declared applicable and prohibit the performance of the Purchase Agreement so that a party or its affiliates would thereby be exposed to the risk of penalties or trade restrictions, the parties agree, subject to applicable anti-boycott rules, to treat the resulting burden as follows:

• The burdened party (the “affected party“) must notify the other party immediately in writing of the relevant regulation and the sanction threatened as a result.
• The affected party is entitled to suspend performance of the contractual service (payment or other service) threatened by the sanction until the threatened sanction has been eliminated.
• If the obstacle to the fulfillment of the obligation persists or can reasonably be expected to persist until the end of the agreed fulfillment period, both parties may withdraw from the contract. An obligation to pay for goods already delivered remains exempt from this and remains suspended in accordance with the second subparagraph. The accrual of interest on an outstanding payment amount shall remain unaffected by this.

• The other party may also withhold its performance during the suspension of the affected party’s performance.

16. Data protection

• As part of the business relationship with the buyer, the seller processes personal data of the buyer in addition to company-related data.
• The seller processes the contact details of the buyer’s employees, such as name, address, e-mail address and telephone number in accordance with Art. 6 para. 1 lit. (b) of the General Data Protection Regulation (“GDPR”) for the purpose of fulfilling the contract, preparing offers, business correspondence, invoicing and asserting any claims arising from the contractual relationship. In addition, the contact details are stored in a customer database of the seller for marketing purposes. If necessary, the personal data will be processed beyond the fulfillment of the contract to maintain the customer and business relationship within the scope of a legitimate interest of the seller in accordance with Art. 6 para. 1 sentence 1 lit. (f) GDPR.
• The seller processes the buyer’s personal data for as long as it is required for the aforementioned purposes and insofar as this is necessary due to retention and documentation obligations under tax and commercial law (Art. 6 para. 1 lit. (c) GDPR).
• Further information on the seller’s data processing principles can be found in the data protection information on our website https://www.dks-fuels.de/datenschutz/.

17. Miscellaneous

(a) Unless otherwise agreed, the place of performance for the Seller’s deliveries shall be the Seller’s tax warehouse.

(b) If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising from contractual relationships based on these GTCS shall be Hamburg. However, the Seller shall also be entitled to take legal action at the Buyer’s general place of jurisdiction.

(c) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law.

(d) Insofar as reference is made to specific INCOTERMS without stating the year when the contract is concluded, the respective current version shall be deemed to have been agreed.