Terms and Conditions of AGROBS GmbH
§1 Scope, Definitions
(1) The terms and conditions of AGROBS GmbH (hereinafter "Supplier") and the customer (hereinafter "Customer") shall be governed exclusively by the following terms and conditions in the version valid at the time of the order. Any deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Supplier expressly agrees to their validity in writing. 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 insofar as a legal transaction is concluded for purposes which can predominantly neither be attributed 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.
§ 2 Conclusion of contract
(1) The presentation of the 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) Towards entrepreneurs, the Supplier’s offers are always 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 will be carried out later than four months after conclusion of the contract, the Supplier reserves the right vis-à-vis companies to change its prices as part of cost reductions or cost increases due to changes in material prices occurring after conclusion of the contract. 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 the product selected by the Customer is not available at the time the order is placed, the Supplier shall promptly 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 specified by the Customer in the order is only temporarily unavailable, the Supplier shall likewise inform the Customer of this in the order confirmation. In the event of a delay in delivery of more than two weeks from receipt of the order confirmation by the Customer, the Customer is entitled to withdraw from the contract if the Customer is a consumer. In this case the Supplier will immediately reimburse any payments already made by the Customer.
(3) If the Customer is an entrepreneur, the following additionally applies:
a) Partial deliveries by the Supplier are permissible, provided this has been agreed in writing beforehand.
b) In the event of a delay in delivery, the Customer is only entitled to withdraw from the contract if the Supplier has been given an appropriate grace period. If the Supplier’s delivery or service takes place within this grace period, all rights arising from the delay shall no longer apply to the Customer. Upon expiry of the grace period, the Customer shall only be entitled to a right of withdrawal.
c) There shall be no damage claims from non-fulfilment or delayed delivery.
§ 4 Reservation of title
The delivered goods remain the property of the Supplier until full payment has been received.
(2) Prior to transfer of ownership, no pledging, transfer by way of security, processing or transformation shall be permitted without the written consent of the Supplier.
(3) The Customer hereby assigns to the Supplier all claims and rights against third parties to which it is entitled from the sale, processing, combination, 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 his customer has already been assigned to a third party, his claims for reassignment against the third party shall pass to the Supplier.
(4) In the event of access by third parties to the goods subject to retention of title, the Customer must immediately inform the third party of the Supplier’s existing rights as well as fully inform the Supplier.
(5) The Customer is obliged to provide the Supplier with information about the whereabouts of the goods subject to retention of title at any time as long as the Supplier's claims are still outstanding. If the Supplier asserts its claim to surrender, the Customer hereby permits the Supplier to take possession of the goods subject to retention of title and to enter the place where the goods are located for this purpose.
(6) The Customer is obliged to store the goods subject to retention of title professionally and carefully and to insure them sufficiently against loss and damage. The Customer shall also bear the risk of loss, damage and destruction of the reserved goods.
(7) For an entrepreneur, the following applies additionally:
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 stated on the Supplier's website include applicable statutory value-added tax.
(2) The corresponding shipping costs shall be indicated to the Customer and borne by the Customer.
(3) The goods shall be dispatched by post or through a shipping company. If the Customer is a consumer, the Supplier shall bear the risk of shipping.
(4) If the Customer is an entrepreneur, the following applies additionally:
The risk shall pass to the Customer as soon as the shipment has been handed over to the person carrying out the transport or has left the supplier's warehouse for dispatch. Any shipment requested by the Customer shall always be effected ex works at the expense and risk of the Customer. The Supplier assumes no warranty for any shipping instructions given. The Supplier shall not accept the return of transport packaging and all other packaging in accordance with the German Packaging Act. The Customer shall ensure proper disposal of the packaging at the Customer’s own expense.
§ 6 Payment terms
(1) Unless otherwise agreed, payment shall be made within 8 days of the invoice date without deduction. With later payment the Supplier is entitled to require interest for arrears in the amount of 2% over the discount rate of the German Central Bank.
(2) Offsetting against counterclaims is excluded, unless these have been legally established, are undisputed between the parties, or are disputed but ready for decision.
(3) Bills of exchange and cheques shall only be accepted on account of payment if expressly agreed.
(4) The Supplier shall notify the Customer of the provision of the delivery item. 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.
(5) If the Customer defaults on payment, all claims arising from the business relationship shall become due immediately, even if they have been deferred.
§ 7 Warranty for material defects, notification 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) The goods provided by the Supplier shall have an additional guarantee only if this was expressly delivered in the confirmation of order for the respective item.
(3) For an entrepreneur, the following additionally applies:
a) The Supplier warrants that the goods are free from 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 shall be stored properly and in a place suitable for animal feed, and shall be protected from loss, destruction and damage. Complaints of any kind are to be made immediately – at the latest however within 7 days after receipt of the goods, in any case before further transferral, use, treatment or processing – to the Supplier with exact indication of the supposed individual defects through transmission of a sample. 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 the notice of defect has been raised and substantiated in good time, the Supplier shall take back the defective parts of the goods, insofar as they are in the same condition as they were upon delivery, and replace them free of charge with other goods conditionally upon the possibility of delivery. 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.
d) Warranty claims shall expire 1 year after delivery of the goods.
§ 8 Liability
(1) The Customer shall have no claims 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 essential contractual obligations, the Supplier shall only be liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless it involves the Customer's claims for damages arising from injury to life, limb or health.
(3) The restrictions of paragraphs (1) and (2) also apply in favour of the Supplier’s legal representatives and vicarious agents if claims are asserted directly against them.
(4) The provisions of the Product Liability Act shall remain unaffected.
§ 9 Cancellation policy
If the Customer is a consumer, the following shall apply additionally:
(1) Revocation instruction
You have the right to revoke this contract within 14 days without providing 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/the last delivered goods (in the case of partial deliveries).
In order to exercise your right of revocation, you must contact us, Agrobs GmbH, Angerbreite 27, 82541 Degerndorf, Tel.: 08171/4180480, Fax: 08171/418048-48, email: firstname.lastname@example.org, providing a clear statement (for example through a letter, fax or e-mail sent by post) of your decision to revoke this contract. You may use the attached withdrawal form
which however 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 with you; you will not be charged for this refund in any case. You must return or deliver the goods to Agrobs GmbH, Angerbreite 27, 82541 Degerndorf no later than 14 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. If the goods cannot be returned by postal service, we estimate the return costs incurred to be EUR 60.00.
End of the revocation instruction
§ 10 Dispute settlement procedure before a consumer arbitration board
The Supplier is neither willing nor obligated to participate in dispute settlement procedures before a consumer arbitration board.
§ 11 Information on data processing
(1) The Supplier collects customer data as part of its processing of contracts. It shall in particular observe the provisions of the German Federal Data Protection Act and the German Telemedia Act. Without the Customer’s consent, the Supplier will only collect, process or use the Customer’s inventory and usage data to the extent that this is necessary for the implementation of the contractual relationship and for the use and billing of telemedia.
(2) The Supplier will not use the Customer's data for advertising, market or opinion research purposes without the prior written consent of the Customer.
§ 12 Final Provisions and Place of Jurisdiction
(1) Contracts between the Supplier and the Customer shall be governed in Germany by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) Exclusive place of jurisdiction for all disputes arising from contractual relationships between the Customer and the Supplier – to the extent legally permissible – is the Supplier’s registered place of business.
(3) If individual points of the contract are deemed legally ineffective, the remaining points of the contract shall remain binding. Any ineffective points shall be replaced by the statutory provisions.
Version from: 19/06/2017