General Terms and Conditions

1.1These General Terms and Conditions apply to all business relationships between SKY Polymers GmbH, Bahnstr. 150, 41541 Dormagen, Germany, and its business partners, customers, suppliers, service providers and project partners.

1.2These Terms apply exclusively to entrepreneurs, legal entities under public law and special funds under public law. They do not apply to consumers.

1.3These Terms apply to all transactions of SKY Polymers GmbH, including but not limited to: a) sale and delivery of polymers, plastic raw materials, compounds, additives, modifiers, fillers and related materials; b) purchase of raw materials, compounds, additives, modifiers, residual quantities, stocklots, off-specification materials, near-prime materials, wide-spec materials and project materials; c) material selection and sourcing; d) formulation development and recipe optimisation; e) quality testing, laboratory coordination and technical evaluation; f) supply architecture, call-off structures, warehousing coordination and logistics planning; g) compounding coordination through selected third-party compounders; h) technical consulting, resource management, sales coaching and production coaching.

1.4Deviating, conflicting or supplementary terms and conditions of the customer, supplier or other contractual partner shall only become part of the contract if SKY Polymers GmbH has expressly agreed to them in writing.

1.5Individual written agreements, order confirmations, framework agreements, quality agreements, specifications, Incoterms clauses, project descriptions and signed contracts shall prevail over these Terms in case of contradiction.

2.1SKY Polymers is an independent project and service partner for the plastics industry. SKY supports customers in selecting the right material, developing or adjusting formulations, verifying quality and securing polymer supply structures.

2.2Unless expressly agreed otherwise, SKY does not act as an exclusive distributor, agent or representative of any specific raw material producer, compounder, additive producer or logistics provider.

2.3SKY may use its own resources, affiliated group resources, NSB Polymers resources, warehouses, laboratories, suppliers, external partners, compounders, logistics providers and technical experts where this serves the project purpose.

2.4SKY shall remain free to select the most suitable source, route, laboratory, warehouse, compounder or technical partner unless a specific partner has been contractually agreed with the customer.

2.5SKY does not guarantee that a specific brand, producer, grade, batch, location, warehouse or source will be used unless expressly confirmed in writing.

3.1Offers by SKY are non-binding unless expressly stated as binding.

3.2A contract is concluded only when SKY confirms the order in writing, issues a pro forma invoice, delivers the material, starts the agreed service or otherwise expressly accepts the order.

3.3Product availability, pricing, freight rates, customs costs, energy costs, regulatory conditions, currency rates and raw material markets may change. SKY may withdraw or amend an offer before contract conclusion if relevant market or supply conditions change.

3.4Offers for stocklots, residual quantities, near-prime, off-grade, wide-spec, non-prime or limited-availability materials are always subject to prior sale unless expressly agreed otherwise.

3.5Technical information, samples, laboratory results, data sheets, photos, packaging descriptions, producer information, origin information, batch information and availability details are only binding if expressly included in the contractual specification.

3.6Oral statements, informal messages, WhatsApp messages, phone conversations or preliminary technical discussions do not constitute binding quality guarantees.

4.1Prices are stated in EUR unless otherwise agreed.

4.2Prices are net prices and do not include VAT, customs duties, import duties, taxes, demurrage, detention, storage charges, inspection charges, bank charges, insurance or additional logistics costs unless expressly agreed.

4.3Payment terms are defined in the order confirmation, pro forma invoice or contract. If no payment term is agreed, payment is due immediately upon invoice date.

4.4SKY may require advance payment, partial payment, letter of credit, documentary collection, payment before loading, payment before release of documents or other security before delivery or performance.

4.5In case of late payment, SKY may charge default interest and recovery costs in accordance with applicable law.

4.6The customer may only set off claims or retain payments if its counterclaim is undisputed, legally established or expressly accepted by SKY.

4.7If the customer's financial situation deteriorates, payment delays occur, credit limits are exceeded or doubts arise regarding solvency, SKY may suspend deliveries, stop services, require advance payment or withdraw from open transactions.

5.1Delivery terms shall be agreed in the individual contract. Where Incoterms are used, they shall refer to the latest agreed Incoterms version, preferably Incoterms® 2020, unless otherwise stated.

5.2Delivery dates are estimates unless expressly confirmed as fixed delivery dates.

5.3Partial deliveries are permitted if reasonable for the customer.

5.4If the customer fails to collect, accept or arrange delivery on time, SKY may charge storage costs, demurrage, detention, additional freight costs, insurance costs and handling costs.

5.5Risk passes according to the agreed Incoterm. If no Incoterm is agreed, risk passes to the customer when the goods are handed over to the first carrier, freight forwarder or logistics provider.

5.6SKY is not responsible for delays caused by carriers, shipping lines, customs authorities, port authorities, inspection bodies, regulatory agencies, force majeure events or third-party service providers unless caused by SKY's own intentional or grossly negligent conduct.

6.1The customer is responsible for obtaining all import permits, registrations, approvals, licenses, end-use confirmations and local regulatory clearances required in the destination country unless expressly agreed otherwise.

6.2SKY is responsible only for those export documents and declarations expressly agreed under the applicable Incoterm or contract.

6.3The customer shall provide all information required for customs clearance, export control, sanctions screening, transport documentation, product classification and regulatory review.

6.4The customer shall not resell, export, re-export or use products in violation of applicable export control laws, sanctions regulations, customs laws, environmental laws or product safety laws.

6.5If authorities classify, detain, inspect, block or question a shipment, both parties shall cooperate in good faith and provide available documentation. SKY does not guarantee that authorities in third countries will accept a specific product classification, customs code, origin statement or end-use description.

6.6Any additional costs arising from incorrect or incomplete information provided by the customer, consignee, end user or their agents shall be borne by the customer.

7.1Material descriptions may include terms such as prime, near-prime, off-grade, wide-spec, non-prime, stocklot, residual quantity, regrind, regranulate, compound, additive, modifier, filler, glass fibre or carbon fibre.

7.2Such terms describe commercial and technical categories but do not automatically create a guarantee of suitability for a specific application.

7.3For non-prime, near-prime, off-grade, wide-spec, residual, surplus, aged, reworked or stocklot materials, variations in colour, viscosity, MFI/MFR, moisture, packaging, pellet shape, odour, contamination level, mechanical properties or process behaviour may occur unless specific limits are expressly agreed in writing.

7.4The customer is responsible for verifying whether the material is suitable for its specific application, production process, regulatory environment and end-customer requirements.

7.5SKY may support this evaluation through testing, documentation and technical assessment, but final industrial use remains the responsibility of the customer unless SKY has expressly assumed a defined engineering responsibility in writing.

8.1Samples are provided only for preliminary evaluation and do not represent the full commercial shipment unless expressly agreed.

8.2Sample approval by the customer does not automatically mean that all future batches are identical unless batch identity or strict specification equivalence has been agreed.

8.3The customer must conduct its own trials under real production conditions before using any material in serial production.

8.4If the customer uses material without adequate trial, validation or incoming inspection, it assumes the risk of suitability for its process and application.

8.5Technical recommendations from SKY are based on the information provided by the customer. Incorrect, incomplete or late information may lead to incorrect recommendations and excludes SKY's responsibility to the extent caused by such information.

9.1SKY may conduct in-house checks, coordinate external laboratory testing or arrange independent verification of critical material parameters.

9.2Laboratory results describe tested samples only. They do not automatically represent untested quantities, future batches or different production lots unless statistical sampling and acceptance criteria have been expressly agreed.

9.3External laboratories act independently. SKY is not liable for errors of external laboratories unless SKY selected them with gross negligence or intentionally manipulated or ignored the results.

9.4Test methods, standards, tolerances, sampling methods, retention samples and acceptance criteria must be agreed before testing if the result is intended to be contractually binding.

10.1Formulation development is a defined engineering service. It may include analysis, recipe development, additive selection, modifier selection, filler selection, compounding trials, testing, processing notes and documentation.

10.2Unless expressly agreed otherwise, SKY does not guarantee that a formulation will pass all customer, OEM, regulatory, certification or serial-production requirements.

10.3Development targets, technical specifications, success criteria, trial quantities, test methods, ownership of results and documentation obligations must be agreed in the project description.

10.4If SKY develops a formulation specifically for the customer and full payment has been received, the customer receives the agreed rights to use the delivered formulation for the agreed purpose.

10.5Pre-existing know-how, general polymer knowledge, supplier relationships, testing methods, internal calculation models, sourcing structures and SKY's general expertise remain the property of SKY.

10.6SKY may reuse general know-how acquired during a project, provided no confidential customer information or protected customer formulation is disclosed.

11.1SKY may coordinate the production of compounds through selected third-party compounders.

11.2The compounder may act as subcontractor, tolling partner, independent supplier or direct contractual partner depending on the project structure.

11.3SKY shall not be responsible for the production capacity, plant availability, machine settings, contamination control, operational errors or delays of third-party compounders unless SKY has contractually assumed full production responsibility.

11.4If the customer provides raw materials, additives, recipes or technical instructions, the customer remains responsible for their correctness, legality, quality and suitability.

11.5Tolling, consignment and third-party compounding structures require separate written agreements covering ownership of material, loss risk, yield loss, scrap, confidentiality, quality control and liability.

12.1Supply architecture may include multi-source structures, alternative supply routes, safety stock, call-off planning, warehousing, buffer quantities and logistics concepts.

12.2Call-off quantities, delivery windows, minimum quantities, maximum quantities, storage periods and forecast obligations must be agreed in writing.

12.3Forecasts are non-binding unless expressly agreed as binding purchase commitments.

12.4If SKY reserves goods, production capacity, warehouse space or logistics capacity for the customer, SKY may require binding call-off obligations or compensation for unused quantities.

12.5Warehousing may be arranged at SKY, NSB Polymers, external warehouses or logistics providers depending on the project.

13.1The customer must provide complete and accurate information regarding: a) application and end use; b) processing method; c) target specifications; d) regulatory requirements; e) OEM approvals; f) food contact, medical, automotive, electrical or safety relevance; g) chemical exposure; h) thermal and mechanical stress; i) colour, appearance and surface requirements; j) previous failures and complaints; k) annual demand, batch size and call-off logic.

13.2If the customer fails to provide relevant information, SKY's recommendations and deliveries are based only on the information available.

13.3The customer must immediately inform SKY if the intended use changes.

13.4The customer must ensure that all materials are stored, dried, processed and used according to good industrial practice and any available technical instructions.

14.1When SKY purchases materials, the supplier guarantees that the material corresponds to the agreed description, quantity, packaging, origin, documentation and quality.

14.2The supplier must disclose all known deviations, contamination risks, ageing, moisture issues, colour deviations, mixture risks, additives, fillers, prior processing, regrind content, regranulate content, waste classification concerns, hazardous properties and regulatory restrictions.

14.3The supplier guarantees that it is legally entitled to sell the material and that the material is free from third-party rights, liens, retention rights or export restrictions unless disclosed in writing.

14.4The supplier must provide available documentation, including but not limited to certificate of analysis, technical data sheet, safety data sheet, origin documents, packing list, photos, batch numbers and previous test data.

14.5SKY may inspect, test, reject or reclassify material if the delivered goods deviate from the agreed description or if undisclosed risks are found.

14.6Payment by SKY does not constitute final acceptance if hidden defects, misdescription, contamination or regulatory issues are discovered later.

14.7The supplier shall indemnify SKY against claims, costs, damages, penalties, authority costs, customer claims and logistics costs caused by incorrect descriptions, unlawful sale, undisclosed defects, wrong documentation or third-party rights.

15.1The customer must inspect delivered goods immediately after receipt.

15.2Visible defects, quantity deviations, packaging damage, wrong material, wrong documents or transport damage must be notified in writing without undue delay.

15.3Hidden defects must be notified immediately after discovery.

15.4The customer must stop processing or reselling affected goods as soon as a defect is suspected.

15.5If the customer processes, mixes, compounds, repacks, resells or uses the goods after discovering or being able to discover a defect, claims may be excluded to the extent that proper investigation or mitigation was prevented.

15.6Complaint samples, batch numbers, photos, processing records, machine settings, drying conditions, retained samples and test results must be provided upon request.

16.1SKY warrants that goods correspond to the expressly agreed contractual specification at the time of risk transfer.

16.2If no specific contractual specification is agreed, SKY warrants only that the goods correspond to the commercial description confirmed by SKY.

16.3SKY does not warrant suitability for a specific application unless such suitability has been expressly guaranteed in writing.

16.4For stocklot, near-prime, off-grade, wide-spec, residual and non-prime materials, warranty is limited to the expressly confirmed parameters.

16.5In case of justified defects, SKY may choose supplementary performance by replacement delivery, repair, credit note, price reduction or refund.

16.6Claims for defects are excluded if the defect results from improper storage, wrong drying, unsuitable processing, incorrect mixing, contamination at the customer's site, unsuitable tools, changed application or customer-provided specifications.

17.1SKY is liable without limitation for intent, gross negligence, injury to life, body or health and mandatory statutory liability.

17.2In cases of slight negligence, SKY shall only be liable for breach of essential contractual obligations. In such cases, liability is limited to typical and foreseeable damage.

17.3SKY is not liable for indirect damages, loss of profit, production downtime, recall costs, loss of contracts, loss of customers or consequential damages unless mandatory law requires otherwise or SKY acted intentionally or with gross negligence.

17.4For service, consulting, formulation, testing and coaching projects, SKY's liability is limited to the net project fee paid for the specific service causing the damage, unless mandatory law requires otherwise.

17.5For material deliveries, SKY's liability is limited to the net value of the defective goods, unless mandatory law requires otherwise.

18.1SKY is not liable for non-performance or delay caused by events beyond reasonable control, including but not limited to natural disasters, war, terrorism, strikes, lockouts, pandemics, energy shortages, port congestion, container shortages, cyberattacks, export bans, import restrictions, customs delays, government measures, raw material shortages, plant shutdowns, supplier failure or transport disruption.

18.2If such event continues for more than 60 days, either party may withdraw from the affected part of the contract.

19.1Goods delivered by SKY remain the property of SKY until full payment of all claims arising from the business relationship.

19.2The customer may resell goods in the ordinary course of business, provided that it assigns its claims from resale to SKY as security.

19.3Processing, mixing or transformation of goods subject to retention of title shall be carried out on behalf of SKY without obligating SKY. SKY acquires co-ownership in proportion to the value of the goods.

19.4The customer must inform SKY immediately of seizures, insolvency risks or third-party access to goods subject to retention of title.

20.1All documents, formulations, calculations, technical notes, sourcing concepts, supplier lists, laboratory structures, cost models, coaching materials and project documents remain protected unless expressly transferred.

20.2The receiving party must keep confidential all commercial, technical and operational information received from the other party.

20.3Confidential information may not be disclosed to third parties without written consent unless required by law, court order, authority request or necessary for contract performance.

20.4Confidentiality obligations remain valid for five years after the end of the business relationship, unless the information qualifies as a trade secret and requires longer protection.

21.1SKY processes personal data only for business communication, contract performance, customer management, supplier management, compliance, accounting and legal obligations.

21.2Personal data shall be processed in accordance with applicable data protection law, including the GDPR where applicable.

21.3Further information shall be provided in SKY's Privacy Policy (see /privacy).

22.1Each party must comply with applicable laws, including anti-corruption laws, anti-money laundering laws, sanctions regulations, export control laws, customs laws, tax laws, environmental regulations and product safety obligations.

22.2SKY may refuse or terminate any transaction if there is a reasonable suspicion of sanctions violation, unlawful end use, false documentation, bribery, money laundering, illegal waste shipment, environmental violation or reputational risk.

22.3The customer and supplier shall provide end-use confirmations, ownership information, compliance declarations and destination details upon request.

23.1Unless expressly agreed otherwise, the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

23.2This exclusion is intended to ensure that German law and these Terms govern the contractual relationship uniformly.

24.1These Terms and all contractual relationships with SKY shall be governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules and excluding the CISG.

24.2Exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship shall be the competent court for SKY Polymers GmbH's registered office, provided the contractual partner is a merchant, legal entity under public law or special fund under public law.

24.3SKY may also bring claims at the contractual partner's general place of jurisdiction.

25.1Amendments and supplements to contracts must be made in writing unless mandatory law provides otherwise.

25.2If any provision of these Terms is invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

25.3The invalid provision shall be replaced by a valid provision that comes closest to the commercial purpose of the invalid provision.

25.4The English version may be used for international transactions. If a German version is prepared and both versions conflict, the contract should define which language prevails.