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AGROBS GmbH Terms and Conditions
§ 1 Scope, definition of terms
(1) For the Terms and Conditions of AGROBS GmbH (hereinafter "Supplier") and the customer (hereinafter "Customer"), the following conditions shall apply exclusively in the version valid at the time of order. Deviating, conflicting or additional General Terms and Conditions of the Customer shall become part of the contract only if and to the extent that the Provider has expressly consented in writing to their validity. This requirement of consent shall also apply if the Supplier submits or accepts an offer with reference to the overriding validity of his own General Terms and Conditions and/or the Supplier performs the service incumbent on it without reservation in the knowledge of the Customer's General Terms and Conditions.
(2) The Customer is a consumer if they conclude a legal transaction for purposes which can predominantly be attributed neither to the Customer's commercial nor self-employed professional activity. In contrast, an entrepreneur is any natural or legal person or partnership with legal capacity acting in the exercise of its commercial or independent professional activity when concluding a contract.
(3) Individual agreements made with the Customer in individual cases shall always take precedence over these Terms and Conditions.
(4) Legally relevant declarations and notifications by the Customer with respect to the contract (e.g. setting of a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (such as a letter, e-mail, or fax).
(5) References to the validity of legal provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply insofar as they are not directly amended or expressly excluded in these Terms and Conditions.
§ 2 Conclusion of contract
(1) The presentation of goods and services in offers does not constitute a binding offer by the Supplier to conclude a contract. The product presentation in these offers serves only as an invitation to submit a purchase contract offer. We reserve the right to customary deviations of our products. Dimensions, illustrations and drawings as well as information about characteristics and performance features as part of the presentation of the Supplier’s goods and services are intended solely as preliminary information for the Customer and require written confirmation by the Supplier in order to be binding.
(2) By placing an order, the Customer submits a binding offer to conclude a purchase contract. The Supplier shall decide at its own discretion whether to accept an order. If the Supplier cannot execute an order, it shall inform the Customer of this no later than 14 days after the Customer’s submission of the offer. The Supplier’s acceptance of the offer is performed by delivery of the goods or written confirmation of the acceptance of the order.
(3) For entrepreneurs, the Provider's offers are subject to change and non-binding. Prices are quoted ex-works including packaging. If the Supplier and the Customer agree in writing that the Supplier's delivery or service shall be performed later than four months after conclusion of the contract, the Supplier reserves the right to change its prices vis-à-vis the Customer (as entrepreneur) if cost reductions or cost increases occur after conclusion of the contract due to changes in the price of materials. The Supplier will provide proof of this to the entrepreneur on request. The entrepreneur shall bear all additional fees, taxes, freight charges or their increases which affect the object of purchase, unless mandatory statutory provisions require otherwise.
§ 3 Delivery, availability of goods
(1) If, at the time of the Customer's order, no items of the selected product are available, the Supplier shall inform the Customer of this in the order confirmation. If the product is permanently unavailable, the Supplier shall refrain from a declaration of acceptance. In this case a contract shall not be concluded.
(2) If the product selected by the Customer in the order is only temporarily unavailable, the Supplier shall also inform the Customer of this in the order confirmation. If the Customer is a consumer, the Customer has the right to revoke the contract in the event of a delivery delay of more than two weeks after receipt of the order confirmation. Any payments made by the Customer before this will be refunded immediately.
(3) The Supplier's agreed delivery deadlines are non-binding unless expressly agreed to as binding. If a non-binding delivery date or a non-binding delivery period is exceeded by four weeks, the Customer may request that the Supplier deliver within a reasonable period of time. If the Supplier culpably fails to meet a delivery date or deadline that was expressly agreed to as binding, or if the Supplier is in default for any other reason, an appropriate deadline to effect performance must be set by the Customer. The Customer is entitled to revoke the purchase contract if the Supplier allows this period to elapse without delivery.
(4) For an entrepreneur, the following also applies:
a) The Provider is entitled at all times to make partial deliveries, provided this is acceptable to the Customer.
b) Delayed delivery shall be determined in accordance with the statutory provisions. In any case, however, the Customer is required to issue a reminder. Unforeseeable and unavoidable events (war, warlike circumstances, energy or raw material shortages, sabotage, strike, statutory lockout, as well as all other operational disruptions or governmental influences for which we are not responsible) shall release us from the obligation to supply goods and services for the duration of their occurrence, including if such events occur during an already existing delay. Delivery periods and dates shall thus be extended by a reasonable amount. This also applies to late or incorrect deliveries or services by our suppliers for which we are not responsible. Should such events continue for longer than six weeks, the Customer is then entitled to revoke the contract; the same applies to a revocation by us.
§ 4 Retention of ownership
(1) The delivered goods remain property of the Supplier until paid in full.
(2) Prior to the transfer of ownership, no pledging, further transfer of ownership, processing or modification shall be permitted without the written consent of the Supplier. The Customer shall undertake to inform the Supplier immediately of any kind of enforcement proceedings and to give the Supplier the opportunity to file a third-party action against execution in accordance with § 771 of the German Code of Civil Procedure (ZPO); all costs incurred in this respect shall be borne by the Customer.
(3) The Customer hereby assigns to the Supplier the claims and rights against third parties to which they are entitled from the sale, processing, combining, mixing or other transfer of the goods, including all ancillary and preferential rights. The Supplier hereby accepts the assignment. If the delivered goods – regardless of their condition – are sold, processed, mixed or otherwise handed over to third parties, all third-party claims shall be transferred to the Supplier immediately upon their creation without further ado and in full. If the Customer is an entrepreneur, claim for reassignment shall exist only after complete repayment of the liabilities to the Supplier. If the Customer’s claim against their customer has already been assigned to a third party, their claims for reassignment against the third party shall pass to the Supplier.
(4) In the event of third-party access to the goods subject to retention of ownership, the Customer shall immediately inform the third party of the existing rights of the Supplier and shall fully notify the Supplier thereof.
(5) The Customer shall undertake to provide proper and careful storage of the goods subject to retention of ownership as well as adequate insurance against loss and damage. The Customer shall also bear the risk of loss, damage and destruction of the reserved goods.
(6) For an entrepreneur, the following applies in addition:
The delivered goods remain the property of the Supplier until all claims of the Supplier arising from the business relationship have been settled in full. This shall also apply if the purchase price for individual deliveries has already been paid. The Customer may only dispose of goods subject to retention of title within the context of proper business management.
If the goods are processed, combined or mixed to make other goods, the retention of title shall also extend to the resulting manufactured goods. The treatment or processing of goods subject to retention of title shall be deemed to have been carried out on behalf of the Supplier without any liabilities arising for the Supplier from this. In this respect, the Supplier is the manufacturer pursuant to § 950 of the German Civil Code (BGB). The Customer hereby assigns ownership or co-ownership rights to the processed, combined or mixed objects and the Customer’s surrender claims to the Supplier. The Supplier shall accept the assignment. It shall store the goods in its possession and subject to retention of title free of charge for the Supplier.
§ 5 Prices, shipping costs and transfer of risk
(1) All prices given on the Supplier's website are understood to include relevant statutory value-added tax.
(2) The Customer will be informed of the relevant shipping costs and shall bear these costs.
(3) Shipping of the goods is carried out by post or parcel service. If the Customer is a consumer, the Supplier shall bear the risk of shipping.
(4) For an entrepreneur, the risk of accidental loss or accidental deterioration of the goods passes to the buyer upon delivery at the latest. In the case of contracts of sale involving the carriage of goods, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass upon delivery of the goods to the shipper, carrier or other person or institution designated to perform the shipment. This shall also apply to partial deliveries or if the Supplier performs other services, such as shipping or assumption of the shipping costs.
§ 6 Payment terms
(1) Unless otherwise agreed, the Customer shall pay the owed purchase price without deduction within 8 days of receipt of the bill.
(2) If the Customer defaults on payment, the Supplier shall be entitled to demand interest from that time onwards at a rate of 5 percentage points above the respective base rate of the European Central Bank (ECB).
(3) No offsetting with counter-claims is permitted unless these have been legally established, are undisputed by the parties, or are disputed but awaiting decision.
(4) Payment on credit or by cheque shall only be accepted on the basis of an express agreement. Settlement by payment on credit or by cheque will be made only when the respective amount has been irrevocably credited to our bank. The same applies to payment by credit card or purchasing cards. The Customer shall bear exclusively all credit, check or discount charges, as well as all other costs.
(5) If no carriage of goods by the Supplier is involved, the following applies:
The Supplier shall notify the Customer of the availability of the item ordered. The Customer is obliged to collect the delivery item within 14 days from receipt of notification of its availability. If the collection does not take place within the set period and the Customer is an entrepreneur, the Supplier may charge storage fees amounting to 0.1 of the net value of the delivery for each day commenced, but no more than 5% of the net value of the delivery. The entrepreneur reserves the right to prove that no or only minor expenses were incurred by the Supplier. If the Customer is in default of acceptance or culpably violates other obligations to cooperate, the Supplier is entitled to demand compensation for the damage incurred, including any additional expenses. The Supplier reserves the right to assert further claims.
(6) For entrepreneurs, the following also applies: If the Customer defaults on payment, all claims arising from the contractual relationship become due immediately even if they have been deferred.
§ 7 Warranty for material defects, notice of defects, guarantee
(1) The Supplier shall be liable for material defects vis-à-vis consumers in accordance with the applicable statutory provisions, in particular §§ 434 ff. of the German Civil Code (BGB)
(2) An additional guarantee exists for the goods delivered by the Supplier only if this was expressly stated in the order confirmation for the respective item.
(3) For an entrepreneur, the following applies additionally:
a) The Supplier guarantees that the goods are free of defects ex works. The Customer shall immediately inspect the delivered goods after receipt for any defects. The obligation to inspect extends to the entire delivery.
b) The goods are to be stored properly and in a place suitable for animal feed and protected against loss, destruction or damage. Notice of defects of any kind must be given to the Supplier promptly but at the latest within 7 days of receipt of the goods, however in any event before transfer, consumption, treatment or processing, giving exact details of the purported individual defects and sending evidence thereof. Notices of defects which do not meet these requirements or which are only raised during or after use or processing of the goods shall not be taken into account, so that a warranty obligation on the part of the Supplier shall lapse in this respect. The Customer shall give notice of non-apparent defects immediately after their discovery, but at the latest within 7 days after their discovery in accordance with the requirements of b).
c) If a defect is in fact present, the Supplier shall bear the expenses incurred for the purpose of inspection and subsequent rectification, in particular transport costs and charges, labour costs and material costs in accordance with the statutory provisions. Otherwise, the Supplier may demand that the Customer reimburse the costs arising from the unwarranted demand for the rectification of defects (in particular inspection and transport costs), unless the Customer was unable to recognise the lack of defects.
d) If the notification of defects is made in a timely and justified manner, the Supplier shall take back the defective parts of the goods, provided they are still in the condition in which they were delivered, and replace them with other goods at no cost subject to delivery options. The Supplier shall however be entitled to refund the purchase price instead of offering a replacement delivery. If the replacement goods are also defective, the Customer shall also be entitled, if so desired, to a reasonable reduction of the remuneration or rescission of the contract.
e) Warranty claims expire 1 year after delivery.
§ 8 Liability
(1) The Customer shall have no claim to compensation for damages. Excluded from this are claims for damages by the Customer arising from injury to life, limb or health or from the breach of essential contractual obligations (material obligations), as well as liability for other damages based on an intentional or grossly negligent breach of obligations by the Supplier, its legal representatives or vicarious agents. Essential contractual obligations are those which must be fulfilled to achieve the objective of the contract.
(2) In the event of a breach of material contractual obligations, the Supplier shall only be liable for the foreseeable damages typical for the contract if these were caused by simple negligence, unless the Customer's claims for damages are based on injury to life, body or health.
(3) The limitations of (1) and (2) also apply with respect to the Supplier's legal representatives and vicarious agents if claims are made directly against them.
(4) The provisions of the Product Liability Act shall remain unaffected.
§ 9 Right of revocation disclaimer
If the Customer is a consumer, the following shall apply additionally:
(1) Right of revocation
You have the right to revoke this contract within 14 days without having to give a reason.
The revocation period is 14 days from the day on which you, or a third party named by you who is not the carrier, took possession of the goods (or the last delivered goods, in the case of partial deliveries).
In order to exercise your right of revocation, you must contact us at Agrobs GmbH, Angerbreite 27, 82541 Degerndorf, Germany; Tel: 0049 8171 90840; email: firstname.lastname@example.org and provide a clear statement (e.g. by email, fax, or mailed letter) of your decision to withdraw from this contract. You may use the attached sample revocation form, although this is not mandatory. A simple return of the goods is not sufficient.
It is sufficient, in order to comply with the revocation period, that you send notification regarding your exercise of the right of revocation before the expiry of the revocation period.
(2) Consequences of revocation:
If you revoke this contract, we will repay to you all payments we have received from you, including delivery charges (other than additional charges arising from your choosing a method of delivery other than the least expensive standard delivery offered by us), promptly and no later than 14 days from the date we receive notice of your revocation of this contract. For this refund we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise; you will not be charged for this refund. You must return the goods to us at Agrobs GmbH, Angerbreite 27, 82541 Degerndorf, Germany no later than fourteen days from the day on which you notify us of the revocation of this contract. Dispatch of the goods before the expiry of the 14-day deadline shall suffice. You shall bear the direct costs of returning the goods. Costs are estimated to not exceed EUR 60.00.
End of the right of revocation disclaimer
§ 10 Dispute settlement proceedings before a consumer arbitrator
The Supplier is neither willing nor required to participate in dispute resolution procedures before a consumer arbitrator.
(1) The Supplier collects data from the Customer as part of fulfilment of the contract. In doing so, it observes in particular the provisions of the German Federal Data Protection Act and the EU General Data Protection Regulation (GDPR).
§11 Data processing notice
(2) The Supplier will not use the Customer's data for purposes of advertising, market research or opinion surveys without the Customer's prior express consent in writing.
§ 12 Final provisions and place of jurisdiction
(1) Contracts between the Supplier and the Customer are subject exclusively to the laws of the Federal Republic of Germany with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
(2) To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship between the Customer and the Supplier is the Supplier's registered place of business.
(3) If individual points of the contract are found to be legally invalid, the remaining parts of the contract remain binding. Any ineffective points shall be replaced by the statutory provisions.
Version from: 24/10/2019 amended on 15/05/2020