Terms and conditions
§ 1 Scope.
(1) These Terms and Conditions apply to the sale of goods produced by Gartenland, especially as raw material (e.g. seed), finished goods, and auxiliaries
(2) Our terms and conditions are exclusively applicable. In case customer's terms and conditions are opposing or deviating from our terms and conditions, they are only recognized if we do so with our express written consent. These terms and conditions are also applicable in case of awareness of conflicting customer's terms and conditions or derogations, yet an unconditional delivery or service has been provided to the customer.
(3) These terms and conditions are only applicable to companies.
§ 2 Quotation and Contract completion.
The customer's order is an offer that we can accept within a week by either sending an order confirmation or delivery of the goods.
§ 3 Services of Gartenland.
Provision of services by Gartenland will depend on the contents of the order.
§4 Prices, Payment terms
(1) The prices of the goods ensue from the at the time concluded contract between Gartenland and the customer.
Prices may change if the price at the time of providing the service is increased by a change in the market price or by increased fees of third parties involved in the provision of required services. If the price increases by more than 20%, the customer has the right to withdraw from the contract. This right must be exercised immediately after notification of the price increase.
(2) Prices are net with added VAT at the legal rate.
(3) The agreed price is payable in accordance with the bills sent by the Contractor to the Principal for the upcoming delivery or partial delivery The legal consequences in case of default of payment are governed by the statutory provisions.
(4) The customer may only set off counterclaims which are legally established, undisputed or recognized by Gartenland.
§ 5 Performance Period, Transfer of Risk.
(1) The performance period for the supply of the commodity is determined by the content of the respective order accepted by the Contractor.
(2) The risk of accidental deterioration and accidental loss of the goods passes over to the Principal as soon as the Contractor has handed over the seed to a specific person responsible for sending the bags.
§ 6 Liability for defects.
(1) The goods must conform to those qualities as specified in the order, however Gartenland will not assure qualities or adopting a guarantee for it..
(2) If the goods are not up to the agreed qualities, Gartenland can fulfill its obligation to rectify subsequent improvements by choice of either repair or delivery of new goods.
(3) The liability of Gartenland for defects requires that the customer meets the obligations of examination and reproof according to § 377 HGB..
4) Claims of the customer for defects expire in one year. The period begins with delivery of the goods.
§ 7 Damage Liability
(1)Liability of Gartenland for breaches of duty and for fraudulent or improper action is limited to intent and gross negligence. This also applies to the actions of the legal representative of Gartenland as well as for the actions of its vicarious agents.
(2) The limitation of liability does not apply in case of injury to life, body or health of the customer, or infringements of material contractual obligations (obligations, which limitation s put the achievement of the contract at stake, in particular primary obligations) and delay (§ 286 BGB). In this respect Gartenand is liable for any attributable fault.
(3) Claims of the customer because of breaches of duty expire in one year starting with the origin of the claim, however in case of any deficiencies: start of delivering the goods. This limitation does not apply to breaches of duty under subsection 2, in which we are liable for any degree of fault.
§ 8 Reservation of proprietary rights
(1) The Gartenland goods delivered to the customer shall remain the property of Gartenland, until full payment of all claims from the contractual supply have been fulfilled. The goods supplied and any goods that replace these and that are subject to this retention of title are referred to as secured goods.
(2) The Buyer shall store the secured goods free of charge for the Seller.
(3) The customer is entitled to process and sell the secured goods in the normal course of business (subsection 8) as long as no enforced recovery event arises. Pledges and bills of sale are inadmissible.
(4) When processing the secured goods by the customer, it is agreed that the processing is done on behalf of and for the account of Gartenland as manufacturer and Gartenland shall immediately acquire ownership or - if the processing of materials of several owners or the value of processed items is higher than the value of the newly created goods - the co-ownership (fractional ownership) of the newly created product based upon the proportion of the invoice value of the newly created goods. In the event that no such acquisition of ownership should occur for Gartenland, the customer shall transfer now its future ownership, or - in the ratio mentioned above – his co-ownership in the newly created items to Gartenland. If the secured goods are bonded to other items to one uniform or are inseparably mixed and if one of the other items is to be regarded as the main item, then the customer shall, inasmuch as the main item belongs to him, transfer the co-ownership in the uniform item proportionally to Gartenland in mentioned ratio as in sentence 1.
(5) In the case of resale of the secured goods the customer at this early stage assigns by way of security the arising claims against the purchaser – in case of co-ownership of Gartenland on the reserved goods according to the co-ownership share- to Gartenland The same applies to other receivables from the customer or third party, which take the place of secured goods, such as insurance claims or claims from unauthorized handling in respect of loss or destroying.
(6) If third parties take hold of the reserved goods, in particular by attachment, the customer has to advise immediately of the property of Gartenland and also to inform Gartenland to enable the assertion of the property rights. If the third party is not able to reimburse Gartenland for the judicial or extra judicial costs arising in this connection, then the customer is liable for them.
(7) Upon request Gartenland shall release at its discretion the secured goods and the commodities that take their place of any claims assigned insofar as their values exceeds more than 20% the amount.
(8) If the customer acts contrary to the contract,, in particular in case of late payment, then Gartenland is entitled to demand the secured goods (enforcement event).
§ 9 Contract period.
(1) This Agreement is for an indefinite period. It can be terminated with a two weeks pre-notice.
§ 10 Form of statements.
Relevant statements and complaints, which the customer has to bring up against Gartenland or a third party, need to be in written form to be effective.
§ 11 Final provisions.
(1) If this contract is not stating otherwise, the performance place and payment site is our domicile.
(2) The exclusive jurisdiction for contracts with merchants, legal persons under public law or public special assets is the. competent court at the domicile of Gartenland.
(3) This agreement shall be subject to the laws and exclusive jurisdiction of the Federal Republic of Germany; which has UN -purchasing law validity.