1.1 The fol­low­ing gen­er­al terms and con­di­tions apply to all present and future busi­ness rela­tion­ships between Mag­ne­sia GmbH and its cus­tomers, includ­ing con­sul­tan­cy ser­vices, unless oth­er­wise agreed.

1.2 Any devi­at­ing, con­flict­ing or sup­ple­men­tary gen­er­al terms and con­di­tions of busi­ness pro­vid­ed by the buy­er, even if known about, will not become part of the con­tract unless their applic­a­bil­i­ty is express­ly agreed in writ­ing. The cus­tomer shall accept our gen­er­al terms and con­di­tions of busi­ness, at the lat­est, upon accep­tance of the first deliv­ery or con­sul­tan­cy ser­vice. If indi­vid­ual pro­vi­sions of these gen­er­al terms and con­di­tions of busi­ness or oth­er agree­ments reached with the cus­tomer are or become invalid, the valid­i­ty of the remain­ing pro­vi­sions will remain unaf­fect­ed; the invalid clause will be replaced by a pro­vi­sion that comes as close as pos­si­ble to the com­mer­cial objec­tives of the con­tract­ing parties.

1.3 These terms and con­di­tions only apply to nat­ur­al or legal per­sons or part­ner­ships with legal per­son­al­i­ty who are exer­cis­ing a com­mer­cial activ­i­ty or a self-employ­ment activ­i­ty (busi­ness­es) as well as to legal per­sons under pub­lic law and spe­cial funds under pub­lic law.


2.1 All parts of any quotes made by Mag­ne­sia GmbH with­out a dead­line are sub­ject to change and are non-bind­ing, unless express­ly agreed oth­er­wise. They rep­re­sent an invi­ta­tion to the buy­er to sub­mit a pro­pos­al for the con­clu­sion of a contract.

2.2 Con­tracts are con­clud­ed by our writ­ten con­fir­ma­tion, sent in text form or using telecom­mu­ni­ca­tions, or by per­for­mance of the order.

2.3 Ver­bal agree­ments and agree­ments made by tele­phone that are not reached with one of our man­ag­ing direc­tors or autho­rised sig­na­to­ries are only bind­ing for us if they are con­firmed in writ­ing or in text form. The pow­ers of our employ­ees are lim­it­ed in this respect.


3.1 Unless oth­er­wise agreed, our prices includ­ing pack­ag­ing apply ex works for the ter­ri­to­ry of the Fed­er­al Repub­lic of Ger­many. The net deliv­ery weight is used to cal­cu­late the price.

3.2 At the buyer’s request, we can send the goods to a loca­tion spec­i­fied by the buy­er. The buy­er shall pay for the ship­ping costs.

3.3 If, after the con­clu­sion of the con­tract, there are cost reduc­tions or increas­es due to changes in raw mate­r­i­al prices or freight tar­iffs, we retain the right to adjust our prices in line with the pro­por­tion of the total price affect­ed. In such cas­es, the cus­tomer will be informed imme­di­ate­ly, no lat­er than 14 days before deliv­ery. We shall pro­vide evi­dence of addi­tion­al costs to the buy­er upon request. If prices have increased by more than 5% com­pared to the date the con­tract was con­clud­ed, the buy­er is enti­tled to with­draw the order with­in 7 days of being noti­fied of the price increase.

3.4 The deliv­ery will be made in stan­dard pack­ag­ing at our dis­cre­tion. The return of trans­port pack­ag­ing and all oth­er pack­ag­ing not sub­ject to Ger­man pack­ag­ing sys­tem par­tic­i­pa­tion in accor­dance with the Ger­man Pack­ag­ing Act of 05/07/2017 (Fed­er­al Law Gazette I p. 2234) will not be accept­ed, with the excep­tion of pal­lets. The buy­er will be respon­si­ble, at its own cost, for send­ing the pack­ag­ing for recy­cling or recov­ery on our behalf. Nor­mal pal­lets remain our prop­er­ty and must be returned imme­di­ate­ly, or will be charged at cost price.


4.1 If deliv­ery peri­ods are not express­ly agreed to be bind­ing, the stat­ed deliv­ery peri­ods should be under­stood only as an antic­i­pat­ed deliv­ery date and are not bind­ing. Fixed deliv­ery dates require our express writ­ten con­fir­ma­tion to be binding.

4.2 We are enti­tled to make par­tial deliv­er­ies and pro­vide par­tial ser­vices at any time.


5.1 Cas­es of force majeure, in par­tic­u­lar pan­demics, strikes, lock­outs, wars, raw mate­r­i­al and ener­gy short­ages, oper­a­tional and traf­fic dis­rup­tions that we are not respon­si­ble for, and obstruc­tive sov­er­eign decrees will sus­pend the con­trac­tu­al oblig­a­tions of the par­ties for the dura­tion of the dis­rup­tion and to the extent of their effect, inso­far as they make the per­for­mance of the affect­ed busi­ness uneco­nom­i­cal for the fore­see­able future. This also applies if one of the above cas­es of force majeure occurs at our sup­pli­ers and no oth­er deliv­ery option exists or one only exists under unrea­son­able conditions.

5.2 If the result­ing delays exceed six weeks, both con­tract­ing par­ties will be enti­tled to with­draw from the con­tract in rela­tion to the affect­ed scope of services.

5.3 The cus­tomer will not be enti­tled to claim for dam­ages in the event of force majeure.


6.1 Data on the per­cent­age con­tent or mix­ing ratios of our goods should be con­sid­ered approx­i­mate aver­age val­ues. Sam­ples sub­mit­ted, with the excep­tion of phar­ma­copoeial goods, should be con­sid­ered to be approx­i­mate type sam­ples. Devi­a­tions, which are unavoid­able despite the care­ful man­u­fac­ture of the goods and the deter­mi­na­tion of the val­ues, are express­ly reserved. Such devi­a­tions do not con­sti­tute a mate­r­i­al defect and do not enti­tle the cus­tomer to com­pen­sa­tion. Inso­far as we make state­ments about our prod­ucts (includ­ing in the form of prod­uct spec­i­fi­ca­tions, prod­uct require­ments or com­pa­ra­ble state­ments), these are only descrip­tive in nature and serve only as infor­ma­tion for the cus­tomer. They do not rep­re­sent a promise of a par­tic­u­lar prod­uct char­ac­ter­is­tic, prod­uct qual­i­ty or usabil­i­ty, nor do they con­sti­tute a writ­ten guar­an­tee. The cus­tomer can­not base any claims against us on such statements.

6.2 We give tech­ni­cal use advice to the best of our knowl­edge based on the state of our expe­ri­ence and knowl­edge. How­ev­er, all data and infor­ma­tion on the suit­abil­i­ty and use of our goods are non-bind­ing and do not mean that the buy­er does not have to car­ry out their own tests and trials.

6.3 We do not pro­vide any guar­an­tee of the usabil­i­ty of the prod­ucts for spe­cial pur­pos­es or tar­get mar­kets of the cus­tomer. In this respect, we are under no oblig­a­tion to pro­vide advice and infor­ma­tion. The buy­er is respon­si­ble for com­pli­ance with statu­to­ry and offi­cial reg­u­la­tions dur­ing the stor­age, fur­ther trans­port, use and fur­ther mar­ket­ing of our goods in accor­dance with the applic­a­ble legal provisions.


The place of per­for­mance for all rights and oblig­a­tions aris­ing from the con­trac­tu­al rela­tion­ship is Lüneburg.


8.1 If the pur­chased goods are shipped from the place of per­for­mance of MAGNESIA GmbH to anoth­er loca­tion at the request of the buy­er, the risk will – unless oth­er­wise agreed – be trans­ferred to the buy­er as soon as the goods have been deliv­ered to the for­ward­ing agent, car­ri­er or oth­er per­son or organ­i­sa­tion oth­er­wise des­ig­nat­ed to make the shipment.

8.2 The buy­er must noti­fy the trans­port com­pa­ny imme­di­ate­ly of any com­plaints relat­ing to trans­port dam­age, at the lat­est with­in the spe­cif­ic dead­lines pro­vid­ed for this pur­pose, and have them con­firmed in writing.

8.3 Trans­port insur­ance will only be tak­en out at the request of the buy­er and at its cost. The quan­ti­ties, weight and num­ber of units record­ed at the depar­ture point are definitive.


9.1 The buy­er must inspect the deliv­ered goods – also by sam­ple test­ing if rea­son­able – imme­di­ate­ly upon receipt for defects, incor­rect deliv­ery, and devi­a­tions in quantity.

9.2 Com­plaints must be made in writ­ing with­in 10 days of receipt of the goods or, in the case of hid­den defects, with­in 8 days of their dis­cov­ery in accor­dance with the pro­vi­sions of Ger­man com­mer­cial law (§ 377 Ger­man Com­mer­cial Code (HGB)).

9.3 The war­ran­ty peri­od is 1 year from deliv­ery or dispatch.

9.4 In the event of war­ran­ty claims, we will, at our dis­cre­tion, first deliv­er any miss­ing quan­ti­ties, sup­ply replace­ments, or repair defects. If repair or replace­ment is not pos­si­ble or ulti­mate­ly fails or is unrea­son­ably delayed, the buy­er may demand a price reduc­tion. The buy­er may demand the can­cel­la­tion of the con­tract if the con­tract­ing par­ties can­not reach an agree­ment on the reduction.


All con­trac­tu­al claims or claims with oth­er legal bases for dam­ages made by the cus­tomer, includ­ing com­pen­sa­tion for con­se­quen­tial dam­ages and costs of returns and recalls, are exclud­ed to the extent per­mit­ted by law, unless we have act­ed inten­tion­al­ly or with gross neg­li­gence. This dis­claimer applies accord­ing­ly to the per­son­al lia­bil­i­ty of our legal rep­re­sen­ta­tives, employ­ees and any vic­ar­i­ous agents.


11.1 Unless oth­er­wise agreed, pay­ment shall be made imme­di­ate­ly and with­out deduc­tion upon receipt of the invoice.

11.2 An agreed dis­count can only be grant­ed if all old­er due invoic­es have been set­tled and the buy­er set­tles the out­stand­ing invoice amount in full.

11.3 The buy­er will be in default accord­ing to § 286 para. 3 of the Ger­man Civ­il Code (BGB) at the lat­est if it does not make pay­ment with­in 30 days of the invoice due date and receipt or an equiv­a­lent pay­ment schedule.

11.4 If the buy­er is in default, inter­est on arrears will be charged at a rate of 9 per­cent­age points above the base inter­est rate p.a. We reserve the right to assert claims for fur­ther or addi­tion­al damages.

11.5 Off­set­ting and rights of lien can only be exer­cised by the buy­er if its coun­ter­claims have been legal­ly estab­lished or are undisputed.


12.1 The sup­plied goods remain the prop­er­ty of MAGNESIA GmbH until full pay­ment of all our receiv­ables due from the buyer.

12.2 The buy­er may only make use of our retained goods in the ordi­nary course of busi­ness pro­vid­ed it meets its oblig­a­tions from the com­mer­cial rela­tion­ship with us in good time.

12.3 If our goods are processed, we will be con­sid­ered the man­u­fac­tur­er and the pro­cess­ing will be car­ried out on our behalf. We acquire own­er­ship of the new­ly cre­at­ed goods or co-own­er­ship in pro­por­tion to the invoice val­ue of our goods to the oth­er mate­ri­als used, while the buyer’s rever­sion­ary inter­est in our goods con­tin­ues in the new item. This will also apply in the event of com­bi­na­tion and mixing.

12.4 The buy­er is oblig­ed to inform us imme­di­ate­ly of any access by third par­ties to the deliv­ered goods under reten­tion of title and to pro­vide the infor­ma­tion and doc­u­ments required for us to assert our rights.

12.5 All receiv­ables due to the buy­er from its cus­tomers accrued or still accru­ing as a result of sales or fur­ther pro­cess­ing or oth­er legal claims that result in a loss of own­er­ship on our part shall be assigned to us by the buy­er in pro­por­tion to our own­er­ship share in the sold or fur­ther processed goods as a secu­ri­ty when the order is placed and until the full pay­ment of all receiv­ables from the busi­ness rela­tion­ship with all ancil­lary rights. In such cas­es, the buy­er will receive the pur­chase price as a trustee only and is oblig­ed to trans­fer it to us imme­di­ate­ly on receipt and to keep it sep­a­rate from its assets as trustee for us until then. The same applies to receiv­ables from insur­ance con­tracts. The buy­er is oblig­ed to inform us imme­di­ate­ly of access by third par­ties to the receiv­ables assigned to us.

12.6 The buy­er is enti­tled to demand release of the secu­ri­ties pro­vid­ed that their real­is­able val­ue exceeds the val­ue of the receiv­ables being secured by 20%. The buy­er will be enti­tled to col­lect the receiv­ables as long as it has duly ful­filled its oblig­a­tions towards MAGNESIA GmbH. On request, the buy­er is oblig­ed to pro­vide the address­es of its cus­tomers and the val­ue of the receiv­ables along with copies of the invoices.

12.7 If pay­ment is no longer made by the buy­er in accor­dance with the con­tract, we may, with­out prej­u­dice to our oth­er rights, with­draw from the con­tract and demand the return of the sold item.

12.8 The buy­er con­firms that it has not yet oth­er­wise dis­posed of the afore­men­tioned assigned to us.


13.1 For all legal dis­putes aris­ing from the con­trac­tu­al rela­tion­ship, the place of juris­dic­tion shall be deter­mined by our reg­is­tered office in Lüneb­urg if the buy­er is a mer­chant, a legal per­son under pub­lic law or a spe­cial fund under pub­lic law. Oth­er­wise, the places of juris­dic­tion accord­ing to the Ger­man Civ­il Pro­cess­ing Ordi­nance (ZPO) shall apply.

13.2 The law of the Fed­er­al Repub­lic of Ger­many applies to the exclu­sion of the UNCITRAL or Unit­ed Nations Con­ven­tion on Con­tracts for the Inter­na­tion­al Sale of Goods. Inso­far as com­mer­cial terms are used in con­tracts or sales con­fir­ma­tions, they will apply as defined by the Inter­na­tion­al Cham­ber of Commerce’s (ICC) Incoterms in the ver­sion applic­a­ble at the time the con­tract was concluded.


The buy­er acknowl­edges that data acquired and required with­in the con­text of the com­mer­cial rela­tion­ship will be processed and used by us in accor­dance with Gen­er­al Data Pro­tec­tion Reg­u­la­tion (EU)2016/679 and the Fed­er­al Data Pro­tec­tion Act.

Lüneb­urg, May 2021