§ 1 Scope of application and amendments to these Terms and Conditions
(1) For all contracts of Saatenberg H&C GmbH with its contractual partners within the goods and services business, including future contracts, only the following terms and conditions shall apply unless special conditions deviating from them have been expressly agreed in writing. Any purchasing and business terms and conditions of contractual partners that deviate from the GTC of Saatenberg H&C GmbH are hereby expressly rejected. The invalidity of individual provisions shall not affect the validity of the remaining provisions. The same applies if individual provisions do not become part of the contract.
(2) Amendments to these Terms and Conditions will be communicated to the contractual partner in text form. They shall be deemed approved if the contractual partner does not object in text form. Saatenberg H&C GmbH will specifically point this out to the contractual partner when announcing the amendments. The contractual partner must send its objection to Saatenberg H&C GmbH within six weeks of notification of the amendments.
(3) For the business areas listed below, the following special conditions in their currently valid version shall take precedence: Seed: General Terms and Conditions of Sale and Delivery for Seed under the Seed Marketing Act; Grain: Standard Terms in German Grain Trade
§ 2 Conclusion of contract
If contracts with companies are concluded subject to written or telegraphic confirmation, the content of Saatenberg H&C GmbH's confirmation letter shall be decisive, unless the recipient objects without delay.
§ 3 Advice
To the extent that Saatenberg H&C GmbH provides any advisory services to the contractual partner, this shall be done to the best of its knowledge. Any information and statements requested by the contractual partner from Saatenberg H & C GmbH regarding the respective application and suitability of Saatenberg H & C GmbH's products for the purpose desired by the contractual partner shall not relieve the contractual partner of its own investigations and tests in this regard. Saatenberg H&C GmbH shall not be liable to that extent for the suitability of its products for the purpose desired by the contractual partner, unless Saatenberg H & C GmbH has previously guaranteed in writing to the contractual partner the applicability and suitability for the purpose desired by the contractual partner.
§ 4 Review of invoicing
Statements issued by Saatenberg H & C GmbH must be checked by the business customer immediately for accuracy, in particular with regard to the VAT rate shown. Complaints or an incorrect VAT rate shown must be notified to Saatenberg H&C GmbH in text form within 14 days of receipt of the statement. If Saatenberg H & C GmbH does not receive any notification from the business customer within the 14-day period, the VAT rate shown by Saatenberg H&C GmbH shall apply.
§ 5 Payment
(1) Unless otherwise agreed, payment for deliveries and services of Saatenberg H&C GmbH shall be made without deduction immediately upon receipt of the invoice. In the case of delivery or performance on deferred payment terms, the payment term shall be calculated from the date of delivery or performance.
(2) Payment by bill of exchange is only permitted if expressly agreed and, even then, only in lieu of performance.
(3) Discounting charges and collection charges shall be borne by the buyer; they are due immediately.
(4) In the case of payment by cheque, payment shall only be deemed made not upon receipt of the cheque by Saatenberg H & C GmbH, but only upon its final encashment.
(5) The contractual partner of Saatenberg H & C GmbH may only set off claims that are undisputed by Saatenberg H & C GmbH or have been finally adjudicated. The contractual partner of Saatenberg H & C GmbH may not exercise a right of retention that is not based on the same legal relationship.
(6) In the event of late payment, Saatenberg H & C GmbH is entitled to charge reminder fees of EUR 10.00 per reminder plus VAT and postage costs, as well as default interest of 5% p.a. above the respective base rate, without this being deemed a deferment of payment.
§ 6 Current account
(1) All mutual claims arising from the business relationship may, insofar as this is separately agreed, be entered into a current account, to which the provisions of Sections 355 et seq. of the German Commercial Code (HGB) shall apply.
(2) Claims on the current account shall bear interest at percentage points above the base rate.
§ 7 Claims for damages
(1) Claims for damages by the contractual partner, regardless of the legal grounds, in particular due to breach of obligations arising from the obligation relationship and due to tort, are excluded.
(2) Claims for damages due to negligent breach of material contractual obligations are limited to the foreseeable damage typical for the contract.
(3) Paragraphs (1) and (2) shall not apply where liability is mandatory by law, in particular in cases of a) fraud, intent and gross negligence b) injury to life, body or health c) assumption of a guarantee, e.g. for the existence of a specific characteristic d) breach of material contractual obligations e) liability under the Product Liability Act
(4) Where liability is excluded or limited, this shall also apply to the personal liability of the employees, staff, representatives and vicarious agents of Saatenberg H & C GmbH.
(5) The above provisions shall not involve any change in the burden of proof to the detriment of the contractual partner.
§ 8 Warranty claims
Saatenberg H & C GmbH shall be liable for warranty claims, except in the cases of Sections 309 No. 7 a) and b), 438(1) No. 2 and 634a(1) No. 2 of the BGB, for one year. Saatenberg H & C GmbH shall be liable to businesses only for public statements, in particular advertising, that it has used for its own purposes or expressly incorporated into the contract.
§ 9 Place of performance, place of jurisdiction, applicable law
(1) The business premises of Saatenberg H & C GmbH in Baden-Baden shall be the place of performance for both parties if the customer is a merchant, or is a legal entity under public law or a special fund under public law, or has its place of residence outside the Federal Republic of Germany.
(2) If the contractual partner is a merchant, or is a legal entity under public law or a special fund under public law, Saatenberg H & C GmbH may bring an action at the place of jurisdiction of the place of performance and may only be sued at that place of jurisdiction.
(3) The law applicable at the place of performance shall govern all legal relationships between the customer, who is a business customer, and Saatenberg H & C GmbH, even if the dispute is conducted abroad.
(4) Unless otherwise agreed in writing in individual cases between Saatenberg H & C GmbH and the contractual partner, the contractual partner shall be solely responsible for compliance with statutory and official regulations in connection with the import, transport, storage and use of the goods ordered from Saatenberg H & C.
§ 10 Product quality, samples and specimens, guarantees
(1) Unless otherwise agreed in writing, the product quality of the respective goods of Saatenberg H & C GmbH shall result from the corresponding product specifications of Saatenberg H & C GmbH, in particular from the corresponding specifications for the raw materials used in each case and for the packaging materials used in each case, which are either sent to the contractual partner upon request or may be inspected by the contractual partner at the registered office of Saatenberg H & C GmbH.
(2) Any characteristics of product samples and samples of goods of Saatenberg H & C GmbH shall only be binding if their characteristics are expressly agreed with the contractual partner in writing as the quality to be complied with.
(3) Any statements by Saatenberg H & C GmbH regarding product quality and other statements by Saatenberg H & C GmbH relating to ordered products shall only be deemed guaranteed by Saatenberg H & C GmbH if they are expressly designated as "guarantee" or "guaranteed" and agreed in writing.
§ 11 Delivery
(1) Saatenberg H & C GmbH shall be entitled to make partial deliveries if this is reasonable for the contractual partner. If delivery on call has been agreed, the contractual partner shall call off delivery within a reasonable period of time.
(2) If delivery becomes impossible or excessively difficult due to force majeure, official measures, operational shutdown, strike, extreme weather conditions (e.g. storm, hail, drought, high and low water) or similar circumstances - also at suppliers of Saatenberg H & C GmbH - Saatenberg H & C GmbH shall be released from the obligation to deliver for the duration of the impediment and its effects. This shall also apply insofar as such unforeseeable extraordinary events and circumstances, the occurrence of which is beyond the control of Saatenberg H & C GmbH, render the performance of the affected transaction with the contractual partner permanently uneconomical for Saatenberg H & C GmbH or occur at the upstream suppliers of Saatenberg H & C GmbH. Any delivery dates and deadlines already agreed shall be automatically extended by the duration of the impediment in the case of force majeure and in the event of other unforeseeable extraordinary circumstances the occurrence of which is beyond the control of Saatenberg H & C GmbH. If the impediment caused by the events described above lasts longer than three months, both contracting parties shall be entitled to withdraw from the contract. In the event of non-delivery or insufficient delivery to Saatenberg GmbH by its upstream suppliers, Saatenberg GmbH shall be wholly or partly released from its delivery obligations towards business customers. This shall only apply if it has taken the necessary precautions to procure the goods to be delivered and has carefully selected its upstream suppliers. In this case, it undertakes to assign its claims against the supplier to the business customer upon request. In this case, the business customer shall remain obliged to provide consideration in accordance with Section 326(3) BGB. Saatenberg GmbH shall inform the business customer without delay of the occurrence of the above events and the non-availability and, in the event of withdrawal, shall promptly refund the consideration provided by the business customer.
(3) Liability of Saatenberg H & C GmbH for any damage incurred, where the cause was an event of force majeure or other unforeseeable extraordinary circumstances the occurrence of which is beyond the control of Saatenberg H & C GmbH, shall be excluded - to the extent permitted by law.
(4) With respect to suppliers, force majeure shall be excluded if the contractual partner could have stocked the item owed in sufficient quantity. The same applies if the occurrence of force majeure was foreseeable. Saatenberg H & C assumes that each supplier has separately protected itself contractually and only enters into a business relationship with Saatenberg H & C GmbH that it can also supply in full in accordance with the contract. Accordingly, the supplier's option to invoke force majeure or Force Majeure shall lapse, insofar as legally permissible.
(4) Transport costs, tariff changes, ice conditions, high and low water surcharges may be added by Saatenberg H & C GmbH to the purchase price.
(5) In the event of shipment to business customers, the risk shall pass to them; this shall also apply in the case of freight-free delivery and drop shipment business.
§ 12 Packaging
The goods shall be packaged in the customary commercial manner at the expense of the business customer. Returnable packaging (or exchange pallets) must be emptied immediately by the contractual partner and returned in proper condition. They may not be filled with other goods or used in any other way.
§ 13 Notices of defects
(1) Complaints regarding goods that are obviously defective or obviously deviating in quality, or regarding delivery of goods that are obviously different from those ordered, may only be asserted by the business customer without delay, but no later than within one week after receipt of the goods or after the defect became apparent.
(2) In the case of consumable goods, complaints regarding defects entitle the business customer only to a reduction of the purchase price. In the case of goods other than consumable goods, complaints regarding defects entitle the business customer only to demand subsequent performance; insofar as this cannot be achieved within a reasonable time, or is impossible due to the nature of the goods, the business customer shall have the right, at its discretion, to withdraw from the contract or reduce the purchase price. The provisions of Section 445a BGB remain unaffected.
(3) The business customer must inspect the goods immediately upon receipt for material defects (e.g. quality, quantity and condition) and is obliged to note obvious defects on the receipt confirmation. Otherwise, Section 377 HGB shall apply in relations with businesses. Transport damage does not entitle the business customer to refuse acceptance vis-à-vis Saatenberg GmbH.
§ 14 Disruptions in performance
(1) The purchase price shall become due immediately if the contractual partner finally refuses payment of the purchase price. The same legal consequence shall apply if the contractual partner is in default with an amount exceeding one instalment in the case of agreed instalment payments and if the overdue amount amounts to at least 10% of the total purchase price. In the event of final refusal to pay the purchase price, Saatenberg H & C GmbH may also refuse performance of the purchase agreement without setting a grace period and demand compensation for all costs and expenses incurred, as well as compensation for a reduction in value.
(2) In the event of default of acceptance by the business customer, Saatenberg H & C GmbH may store the goods at its own premises or with a third party at the expense and risk of the business customer, or realise them in a suitable manner at the expense of the business customer, without any prior notice being required.
(3) Saatenberg H & C GmbH may demand immediate payment of all claims and make deliveries dependent on advance payments or the provision of security if there is a material deterioration in the asset or income situation of the contractual partner or if there is a significant risk to assets. Otherwise, Section 321 BGB shall apply.
§ 15 Retention of title
(1) The delivered goods shall remain the property of Saatenberg H & C GmbH until full payment of the purchase price. As against business customers, this shall also apply to all claims that Saatenberg H & C GmbH has against them, or acquires in the future, from the business relationship with the business customer. Saatenberg H & C GmbH shall be entitled to withdraw from the contract after an unsuccessful setting of a deadline if the contractual partner acts in breach of contract, in particular if the contractual partner is in default of payment.
(2) If the goods subject to retention of title are inseparably mixed, blended or combined with other goods owned by the contractual partner or a third party, Saatenberg H & C GmbH shall acquire co-ownership of the uniform item in a proportion corresponding to the value of its goods subject to retention of title in relation to the value of the goods mixed with them at the time of mixing, blending or combining.
(3) In the event of mixing, blending or combining, the assertion of claims for damages by the contractual partner or third parties against Saatenberg H & C GmbH due to (alleged) contamination of the uniform item by one of the mixed components shall be excluded.
(4) By processing or working the goods subject to retention of title, Saatenberg H & C GmbH shall acquire ownership of the new item in a proportion corresponding to the value of the goods subject to retention of title delivered; the contractual partner shall keep this in safe custody for Saatenberg H & C GmbH.
(5) Upon request, the contractual partner shall insure the goods belonging to Saatenberg H & C GmbH against the usual risks to an appropriate extent at its own expense and assign the insurance claims to it. Saatenberg H & C GmbH shall also be entitled to pay the insurance premiums at the expense of the contractual partner.
(6) The business customer shall only be entitled to resell the goods, including goods manufactured by mixing, blending, combining, processing or working, within the scope of its proper business operations. It is not authorised to dispose of these goods in any other way, in particular to pledge them or assign them by way of security.
(7) The business customer hereby assigns to Saatenberg H & C GmbH all claims arising from the resale of the goods subject to retention of title or the goods manufactured from them by processing or working. The same shall apply to other claims replacing the goods subject to retention of title, or otherwise arising in respect of the goods subject to retention of title. From the claims arising from the sale of goods in which Saatenberg H & C GmbH has acquired co-ownership through mixing, blending or combining, the business customer hereby assigns to it a first-ranking partial amount corresponding to the co-ownership share of Saatenberg H & C GmbH in the goods sold. If the business customer sells goods owned or co-owned by Saatenberg H & C GmbH together with other goods not belonging to the company for an overall price, the business customer hereby assigns to Saatenberg H & C GmbH a first-ranking partial amount of this total claim corresponding to the share of the goods subject to retention of title.
(8) The business customer is authorised to collect the assigned claims from resale. Saatenberg H & C GmbH may revoke this collection authority at any time if the business customer fails to meet its payment obligations, is in default of payment, has filed for insolvency, or if payments have been suspended or enforcement measures by third parties are pending. Upon request, it must name to Saatenberg H & C GmbH the debtors of the assigned claims, notify them of the assignment, or hand over the notices of assignment to Saatenberg H & C GmbH. As long as the business customer fulfils its payment obligations, Saatenberg H & C GmbH will not disclose the assignment. If the realisable value of the securities existing for Saatenberg H & C GmbH exceeds the secured claims in total by more than 10%, Saatenberg H & C GmbH shall, at the request of the business customer, be obliged to release securities of its own choosing to that extent.
[1] Hereinafter referred to as Saatenberg H & C GmbH.
