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Conditions

General Terms and Conditions of Sale for agaSAAT GmbH & Co. KG Maishandelsgesellschaft

1. General

  • 1.1 Our General Terms and Conditions of Sale apply exclusively. We do not acknowledge conflicting terms and conditions of the purchaser, unless we agree expressly in writing that they are applicable and valid. Our General Terms and Conditions of Sale also apply, if in the knowledge of conflicting terms and conditions of the purchaser we implement these under reserve or refer under reserve to a letter, which contains the Terms and Conditions of Business of the purchaser or of a third party.
  • 1.2. Our General Terms and Conditions of Sale further apply as a matter of course to all future transactions with the purchaser.
  • 1.3. The present General Terms and Conditions of Sale are valid only as regards entrepreneurs (§ 14 German Civil Code).

2. Quotation and conclusion of contract

  • 2.1 Unless otherwise stated in our offers for sale, these offers are without obligation.
  • 2.2 Offers from our purchaser are binding and may be accepted by us within two weeks of receipt.
  • 2.3 In order to be valid, all statements relevant in law, issued by the purchaser to us subsequent to conclusion of the contract (e.g. setting deadlines, notification of defects, demands for payment, notice of termination) must be in writing.
  • 2.4 In order to comply with the written form, transmission by telecommunications, in particular by fax or e-mail shall suffice, provided that a signed copy is sent.
  • 2.5 If varieties ordered are not available for delivery, we are entitled to deliver a variety of comparable quality in the same ripening class.

3. Prices and payment conditions

  • 3.1. All prices are in Euros, exclusive of Value Added Tax; in the case of export deliveries further exclusive of customs duty and fees and other public charges.
  • 3.2 Unless otherwise stated in the order confirmation, our prices are deemed to be free to destination.
  • 3.3 In the absence of conflicting provisions in the order form the purchase price is due for payment without deduction within 14 days of receipt of the goods and invoice.
  • 3.4 The purchaser is entitled to offset and retention rights only if its counter claims are recognised by declaratory judgement (res judicata), undisputed or acknowledged by us. In exercising a right of retention the participant is entitled only to the extent that its counter-claim relies on the same contractual relationship.
  • 3.5 We are entitled to offset incoming payments to our oldest claims against the purchaser in each case.
  • 3.6 If the purchaser falls into arrears with its obligations or if there is evidence, which suggests its insolvency or casts doubt on its credit-worthiness, we are entitled to require immediate payment in a single amount of all claims against it from other legal transactions.

4. Scope of delivery and delivery period

  • 4.1 Periods and deadlines promised by us for deliveries and services are always deemed to be approximate, unless a fixed period or a fixed deadline has been expressly assured or agreed.
  • 4.2 If it becomes impossible to comply with the delivery period by virtue of circumstances beyond our control, such as natural disasters, war, riot, energy shortfall or industrial action affecting us or our suppliers, a reasonable extension of the delivery period comes into effect. In this case we shall notify our purchaser without delay. if the obstruction persists for longer than four weeks beyond the delivery period agreed under the contract, we are entitled to withdraw in whole or in part from that part of the contract, which has not been fulfilled. In the case of an obstruction lasting longer than four weeks the purchaser is entitled subsequent to setting a reasonable period of grace also to withdraw from that part of the contract, which has not been fulfilled.
  • 4.3 We are entitled to reasonable part deliveries without the express agreement of the purchaser.

If, despite the setting of a reasonable period for supplementary performance, we have performed only a part delivery, the purchaser is entitled to withdraw from that part of the contract, which has not been fulfilled, or to demand compensation in damages in place of performance. The purchaser may exercise these rights with respect to the contract as a whole, only if on impartial grounds it has no interest in a part delivery.

5. Place of performance, shipping and packaging, transfer of risk, acceptance

  • 5.1 Unless otherwise agreed, the place of performance for all obligations arising from the contractual relationship is Neukirchen-Vluyn.
  • 5.2 The type of shipment and the packaging are subject to our own discretion, exercising all due care and diligence.
  • 5.3 Risk passes on transfer of the delivery item to the carrier, freight forwarder or other third party authorised to perform the shipment to the purchaser; transfer of the delivery item applies at the start of the loading procedure. This applies also, if part deliveries are performed or we have undertaken other services (e.g. shipment). If shipment or transfer is delayed in consequence of a circumstance, the cause of which lies with the purchaser, the risk passes to the purchaser from the date, on which the goods are ready for shipment and we have notified the purchaser thereof.
  • 5.4 Storage costs subsequent to transfer of the risk are borne by the purchaser in the amount customary in the locality. Assertion and proof of higher or lower storage costs is reserved.

6. Duties of the purchaser

  • 6.1 The goods delivered by us must be carefully examined subsequent to delivery to the purchaser or by the third party appointed by it. Obvious defects and other defects, which would have been discernible on an immediate, careful examination, shall be deemed to have been accepted by the purchaser, unless we receive a written notice of the defect within seven days of the delivery. With respect to other defects the goods are deemed to have been accepted by the purchaser, unless we receive the notice of defects within seven days of the date, on which the defect was discovered; however, if the defect was already discernible to the purchaser during normal use at an earlier date, this earlier data is definitive for the start of the time limit for lodging complaints. On our request the goods being rejected must be returned to us carriage paid.
  • 6.2 In the case of legitimate notices of defects we shall reimburse to the purchaser the costs of the most cost-effective delivery route; this shall not apply, if the costs increase, because the delivery item is situated at a location other than the place of delivery.
  • 6.3 The purchaser is entitled to subsequent processing or resale only if the examination has come to the conclusion that the goods are in accordance with the regulations.

7. Warranty

  • 7.1 If a defect exists in the purchased item, we are entitled at our discretion to implement supplementary performance in the form of removal of defects or to deliver a new, defect-free item. In each case we select the appropriate type of supplementary performance subject to proportionality. In the case of removal of defects we are obliged to bear all the expenses required for the purpose of removing the defect, in particular transport, road, labour and material costs, provided that these costs are not increased by delivery of the delivery item to a location other than the place of performance. If the rectification of the defect or replacement delivery fails, the purchaser may withdraw from the contract or reduce the purchase price by a commensurate amount. The rectification of the defect is deemed to have failed, if it is impossible to rectify the defect or the purchaser cannot be expected to accept further attempts to rectify the defect. Supplementary performance does not cause the warranty period to start running afresh.
  • 7.2 § 9 is solely applicable to claims for compensation in damages by the purchaser.

8. Right to withdraw

Sales contracts are concluded subject to the pre-condition of the purchaser’s unimpaired credit-worthiness. Unsatisfactory disclosures from the purchaser, degradation of the purchaser’s financial circumstances and other factors, which become known subsequent to conclusion of the contract, which in our opinion make it no longer reasonable to grant credit without cover, entitle us to withdraw from the contract without giving notice or at our discretion to demand payment in advance or the provision of securities. The purchaser is obliged to disclose to us without delay, if its financial and payment circumstances experience deterioration, which jeopardises the purchase price claim.

9. Liability

  • 9.1 We accept liability for damages as regards our purchaser to the following extent:

a) loss arising from injury to life, limb or health, if we are responsible for the breach of duty, and for other losses, which rely on a culpably intentional or grossly negligent breach of duty on our part;

b) losses by virtue of the breach of material contractual duties, whereby the claim to compensation in damages is restricted to foreseeable losses, typical of the contract, unless culpable intent or gross negligence is present or liability is claimed for personal injury;

c) and losses under the Product Liability Act.

More extensive liability for compensation in damages is excluded.

  • 9.2 Insofar as liability for compensation in damages is excluded, this applies also with respect to the personal liability of our clerical staff, employees, colleagues, representatives and vicarious agents.
  • 9.3 Insofar as we accept liability on the grounds of compensation in damages pursuant to § 9 (1), this liability is limited to losses, which with the exercise of due diligence we should have foreseen on conclusion of the contract as the possible consequence of a breach of contract.

10. Retention of title

  • 10.1 Goods delivered remain our property until payment of all accounts receivable arising from the business relationship have been made in full.
  • 10.2 The purchaser is entitled to resell the goods subject to the retention of title only in the ordinary course of business; it is not, however entitled to other acts of disposal, in particular not to transfer by way of security and pledge. If the purchaser sells the goods delivered by us, the property in which is not extinguished, it shall assign to us as of today’s date until redemption all claims against it and all claims against its purchasers arising to it from the sale together with all ancillary rights. In the absence of contradictory disclosure it remains entitled to the redemption of the debt. The purchaser is obliged on appropriate demand to transmit to us a schedule of these claims and to notify its purchaser of the assignment.

We are entitled to collect the debts in our own name. The purchaser shall bear the costs, which are additionally incurred by us for the collection. On the request of the purchaser we shall release to the purchasers at our discretion the securities, to which we are entitled, insofar as their exploitable value exceeds the debts to be secured by 20% or more.

  • 10.3 Loss, damage, distraints and other interventions by third parties with respect to the goods subject to the retention of title or distraint of the assigned debts must be notified to us without delay. In the case of distraint of the goods subject to the retention of title the purchaser must immediately send us the report on assets seized and a declaration under oath that the seized objects are identical to those delivered. In the case of distraint of the assigned debts the purchaser must immediately send us the garnishee order. Any cost of interventions shall be borne by the purchaser.

11. Final clauses

  • 11.1 All personal data, which are provided to us for the processing of the contract, are protected against improper use in accordance with the German Federal Data Protection Act. The purchaser declares its consent to the storage solely of the data, which are necessary for the processing of the sales contract.
  • 11.2 Our registered office is the place of performance for both parties.
  • 11.3 The Court of jurisdiction is the court with jurisdiction for our corporate office. This Court of jurisdiction is solely for all legal actions against us. Insofar as we claim, we shall be entitled to elect to bring an action at other statutory Courts of jurisdiction.
  • 11.4 The relations between us and the purchaser are subject solely to the substantive law of the Federal Republic of Germany to the exclusion of the provisions of the United Nations Convention on Contracts for the Sale of Goods.
  • 11.5 Should individual provisions be invalid, the validity of the remaining provisions shall not be affected thereby. Insofar as a valid, reasonable part is contained in a clause, this part shall retain its validity.
  • 11.6 Any provision, which is invalid in whole or in part, shall be replaced by a provision, which comes closest in law to the economic success of the invalid provision.

Status: 1st January 2020