Terms and conditions
Agrowprofit GMBH
1. Scope
- These conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310, Paragraph 1 of the German Civil Code (BGB). Conditions of the customer that contradict or deviate from our conditions of sale will only be recognized if we expressly agree to their validity in writing.
- These conditions of sale also apply to all future business with the customer insofar as they are legal transactions of a related nature (as a precaution, the conditions of sale should always be attached to the order confirmation).
- Individual agreements made with the buyer on a case-by-case basis (including side agreements, additions and changes) always take precedence over these conditions of sale. A written contract or our written confirmation is authoritative for the content of such agreements, subject to proof to the contrary.
2. Offer and conclusion of contract
All offers, cost estimates, price lists, delivery times, etc. of the seller are non-binding, unless they contain an acceptance period. If a non-binding offer is accepted by the buyer, the seller has the right to revoke the offer within two working days after receipt of the acceptance. No rights can be derived from this unless the parties have expressly agreed otherwise in writing. Unless otherwise stated, the prices quoted by the seller are based on:
- Execution during normal working hours;
- based on the minimum quantities used by the user;
- in euros
- excluding transport, packaging, delivery costs, VAT and other government taxes.
If changes in wages, working conditions, social security and the like are made between the date of the conclusion of the contract and the implementation of the contract by the state and / or the trade unions, the user is entitled to pass the increases on to the buyer. If the user issues a new price list between the aforementioned dates and this comes into force, the user is entitled to invoice the buyer for the prices stated therein. If the price increase is more than 10%, the buyer has the right to dissolve the contract. In the case of a collective offer, there is no obligation for the user to deliver part of the goods contained in the offer at a corresponding part of the stated price, nor does the offer automatically apply to reorders.
3. Documents provided
All documents provided to the customer in connection with the placing of the order – also in electronic form – such as B. calculations, drawings, etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer’s offer within the period of § 2, these documents must be returned to us immediately.
4. Prices and payment
- Unless otherwise agreed in writing, our prices apply ex works excluding packaging and plus VAT at the currently applicable rate. Packaging costs will be charged separately.
The purchase price is only paid in cash upon delivery. Unless other arrangements have been made between the seller and buyer in advance. These must be recorded in writing in any case. The deduction of a discount is only permitted with a special written agreement.
For all deliveries outside of Germany, the entire invoice amount must first be transferred to the seller’s bank account before the goods are dispatched, unless the parties have expressly agreed otherwise in writing. - Unless otherwise agreed, the purchase price is to be paid within 10 days of delivery (alternatives: “… the purchase price is payable within 21 days of invoicing” or “… is the purchase price by – the specific date – payable “). Interest on arrears will be charged at a rate of 8% above the respective base rate pa (see Appendix 1). The assertion of a higher damage caused by default remains reserved.
- Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract.
5. Right of Retention
The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
6. Delivery time
- The start of the delivery time specified by us presupposes the timely and proper fulfillment of the purchaser’s obligations. The exception of the unfulfilled contract remains reserved.
- If the customer is in default of acceptance or if he culpably breaches other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time at which the customer is in default of acceptance or payment.
- In the event of a delay in delivery caused by us not intentionally or through gross negligence, we are liable for each full week of delay within the framework of a flat-rate compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value.
- Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
- The buyer may not use the products or services to be delivered by the seller in or for the benefit of professional or commercial or large-scale or professional hemp cultivation.
- The buyer is aware that the delivery by the user to a buyer who is guilty of the above-mentioned professional, large-scale hemp cultivation and / or organized hemp cultivation with regard to the legal obligation to inspect the user is at the expense of the user made suspicion of a criminal offense within the meaning of Opium law.
- As part of this examination obligation, the buyer declares when placing his order that the products he has ordered are not intended for large-scale or professional cannabis cultivation. If the buyer violates the Opium Act decree, the seller will immediately dissolve the sales contract and not continue the delivery.
- In this case, all business contacts with the buyer concerned will be terminated immediately.
- Delivery takes place ex warehouse, unless the parties have expressly agreed otherwise in writing. All costs for customs formalities, export documents, etc. are borne by the buyer from outside the European Union.
- The seller is responsible for the creation of the necessary documents or their creation or the completion of the necessary formalities, but at the expense of the buyer. The seller is entitled to charge costs for an order.
- Specified deadlines, within which goods are to be delivered or work to be performed, can never be regarded as strict deadlines, unless it has been expressly agreed otherwise. In the event of late delivery, the seller must therefore be given written notice of default.
- For delivery in installations, each stage is considered a separate transaction.
- The risk with regard to the delivered goods is transferred to the buyer at the time of delivery. If the delivery of the goods to the buyer cannot take place for any reason, the seller reserves the right to store the goods at the buyer’s expense and risk. The seller must inform the buyer in writing about the storage carried out and / or the obstacle in the execution of the work to be carried out and set him a reasonable deadline.
If the buyer does not meet his obligations after the deadline,the buyer is liable for the period from the date of storage or hindrance in the execution of the work. - If the buyer is in default, then the seller has the right to terminate the contract without prior or further notice of default, without judicial intervention and without compensation, in writing and with immediate effect; costs and interest are obligated for the buyer.
- The buyer’s obligation to pay the agreed price as well as any storage and / or other costs remains unaffected. Unless otherwise agreed in writing by the parties, the goods will be delivered once to an address specified by the buyer, even if the buyer is to distribute the goods to different addresses. The buyer ensures that the destination / unloading point can be easily reached and is responsible for unloading / unloading. With a view to fulfilling his payment obligations, the user is entitled to request advance payment or security from the buyer before proceeding with the delivery.
7. Transfer of risk upon dispatch
If the goods are sent to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods is transferred to the customer when they are sent to the customer, at the latest when they leave the factory / warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
8. Retention of title
- We reserve title to the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
- As long as ownership has not yet passed to him, the customer is obliged to treat the purchased item with care. In particular, he is obliged to pay the replacement value at his own expense against theft, fire and water damage insure (note: only permitted when selling high-quality goods). If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet passed, the customer must notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the German Code of Civil Procedure, the customer is liable for the loss we incur.
- The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns the claims against the customer from the resale of the goods subject to retention of title to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended.
- The treatment and processing or transformation of the purchased item by the customer is always done in our name and on our behalf. In this case, the expectant right of the purchaser to the purchased item continues with the remodeled item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the purchaser’s item is to be regarded as the main item, it is agreed that the purchaser shall transfer proportional co-ownership to us and keep the resulting sole or co-ownership for us. In order to secure our claims against the customer, the customer also assigns to us those claims that arise against a third party through the connection of the reserved goods with a property; we already accept this assignment.
- We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
9. Warranty and notification of defects as well as recourse / manufacturer recourse
- The purchaser’s warranty rights presuppose that he has duly complied with his inspection and complaint obligations under Section 377 of the German Commercial Code (HGB).
- Claims for defects become statute-barred 12 months after delivery of the goods we have delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, body and health based on an intentional or negligent breach of duty by the user. (Note: with the sale of used goods, the warranty period can be completely excluded with the exception of the claims for damages mentioned in sentence 2).
Insofar as the law prescribes longer periods in accordance with Section 438 (1) 2 BGB (buildings and items for buildings), Section 445 b BGB (right of recourse) and Section 634a (1) BGB (construction defects), these periods apply. Prior to returning the goods our permit is to be requested. - If, despite all due care, the delivered goods show a defect that already existed at the time of the transfer of risk, we will either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to provide supplementary performance within a reasonable period. Recourse claims remain unaffected by the above regulation without restriction.
- If the subsequent performance fails, the customer can – regardless of any claims for damages – withdraw from the contract or reduce the remuneration.
- Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, as well as damage that after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources, defective construction work, unsuitable Building ground or due to special external influences that are not required by the contract. Improper repair work is carried out by the customer or a third party.
10 Miscellaneous
- This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
- The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place business, unless otherwise stated in the order confirmation (Note: The use of the clause is not permitted if at least one of the parties is a company not entered in the commercial register)
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
11. Limitation of Liability
Any exclusion or limitation of liability for damage resulting from injury to life, limb or health based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user is ineffective.
12. Amount of interest on arrears
From the beginning of the default, the buyer owes the seller default interest in addition to the purchase price. If a consumer is involved in the sales contract, be it as a buyer or as a seller, the interest rate is 5% above the base rate. In the case of sales contracts between entrepreneurs, the interest rate will be increased to 8% above the base rate due to the reform of the law of obligations.