1.1. Offers, sales and deliveries to businesses are only made under the following conditions (hereinafter referred to as "GTC") of Jebagro GmbH (hereinafter referred to as "Seller"), unless they are amended in writing or by express written agreement between the buyer and the seller. These GTC replace all other agreements that the seller has previously made with the buyer in writing or orally. These GTC do not apply to consumers within the meaning of § 13 BGB.
1.2. These GTC are also the basis for all future transactions between the buyer and the seller and exclude any other agreement.
1.3. The seller does not recognize any conflicting or deviating general terms and conditions of business or purchasing conditions of the buyer unless the seller has expressly agreed to their validity. Regardless of how these conditions are worded, in particular, the sending of the goods does not constitute an acknowledgement of such conditions, and ownership of the goods is only transferred in accordance with these GTC. The objection to conflicting conditions remains in force even if the seller does not make a further express statement before, during or after conclusion of the contract.
2. Deliveries, Place of Performance
2.1. If clauses of the Incoterms are mentioned in the offer or order confirmation, the Incoterms 2020 apply.
2.2. If the buyer has not taken over the goods at the place of delivery within three days after their arrival, the seller may have the goods stored at the expense of the buyer.
2.3. In sales contracts concluded "ex works," the place of performance for both parties is Hamburg (ex works (EXW) Hamburg, Incoterms 2020), unless otherwise stated in the seller's order confirmation or offer. If the seller's order confirmation and offer specify different places of performance, the order confirmation is the decisive document.
2.4. If unloading, shipping, departure or arrival times or dates are mentioned or listed on a calendar basis, these are approximate indications. Fixed dates are only agreed upon if dates are marked with an appropriate addition.
2.5. The seller has the right to ship or send the contracted goods in one or more partial shipments with or without reloading, provided that they constitute at least 25% of the order quantity.
3. Reservation of self-delivery, impediments to performance
3.1. The conclusion of the contract is subject to the reservation of correct and timely self-delivery by the seller's upstream supplier. The reservation of self-delivery applies only if the seller has concluded a congruent covering transaction with the upstream supplier.
3.2. The conclusion of the contract is subject to the import and export licenses or export permits required for the seller. If the feasibility of the contract fails due to the absence of such a license or permit, the buyer has no claims for damages or other claims against the seller. This does not apply if the seller has deliberately or grossly negligently caused the refusal of the license or permit.
4.1. If delivered under the CIF or CIP Incoterms 2020 delivery terms, the seller undertakes to insure the goods with minimum coverage of the ICC Institute Cargo Clause. An extended insurance cover is only provided upon separate written agreement.
5. Liability for defects and damages
5.1. The buyer is obliged to immediately inspect the goods upon delivery by the seller and to report any defects, shortages, or incorrect deliveries immediately upon receipt.
5.2. Hidden defects must be reported immediately upon discovery or when the defect was recognizable for the buyer during normal use of the goods without further examination.
5.3. The receipt of the defect report by the seller is decisive for compliance with the deadline. The defect report must be made in writing. For defects that are not reported within the specified deadlines, the buyer loses all claims for defects.
5.4. Unless the buyer has a recourse claim under the provisions on consumer goods sales (Section 478 of the German Civil Code (BGB)), the following applies:
5.4.1. The contractual quality of the goods is basically only the product description. Public statements, advertisements, or promotions regarding the goods do not constitute a statement about quality. Commercially customary or technically unavoidable slight deviations in the assortment, quality, color, weight, equipment, or designs of the goods cannot be objected to. The contractual quality is not the suitability of raw materials for a specific purpose of use.
5.4.2. If the seller rejects or fails to fulfill the subsequent performance, the buyer may reduce the purchase price or withdraw from the contract. Claims for damages remain unaffected.
5.5. In export transactions, the seller assumes no liability for the freedom of the goods from third-party rights or claims based on industrial or other intellectual property, as well as regarding the possibility of importing the goods into the destination country desired by the buyer. Checking the legal situation of protective rights in the destination country is solely the responsibility of the buyer. The buyer undertakes to inform the seller in writing of any conflicting protective rights as well as import barriers, in particular embargoes, regarding the goods in the destination country prior to placing an order.
5.6. The seller does not assume any warranty in the legal sense for the quality or durability of the goods. Any claims against manufacturers remain unaffected.
5.7. The seller is only liable for damages in the event of fault. The seller's liability for damages, in particular for breach of duty, delayed performance, or non-performance as owed due to slight negligence, is excluded. This does not apply in the event of negligent breach of essential contractual obligations by the seller or its legal representatives or vicarious agents; in this case, the seller's liability is limited to the typically foreseeable direct damages. An essential contractual obligation exists if the breach of duty relates to an obligation on whose fulfillment the buyer relied or could rely.
5.8. The seller assumes no liability for the proper (pre-)registration of the ingredients of the goods by a supplier in accordance with Regulation (EC) No. 1907/2006 (REACH), insofar as the absence or incorrectness of the (pre-)registration is not obvious. Clause 5.7 remains unaffected.
5.9. The buyer's right to withdraw from the contract due to a breach of duty that does not consist of a defect in the purchased item exists only if the seller is responsible for it.
5.10. The buyer's claims for defects become statute-barred after one year from delivery of the goods, unless mandatory statutory provisions provide for a longer limitation period.
5.11. The statute of limitations in the event of recourse under Sections 478 and 479 of the German Civil Code (BGB) remains unaffected; it is five years from the delivery of the defective goods to the buyer.
5.12. The above limitations of liability do not apply in the case of damages resulting from injury to life, limb, or health caused by the seller, or in the case of mandatory liability under the Product Liability Act.
6. Overall liability
6.1. Any further liability for damages beyond that provided for in Section 5. is excluded - regardless of the legal nature of the claim asserted. This applies in particular to claims for damages due to fault in concluding a contract, other breaches of duty, or tortious claims under Section 823 of the German Civil Code.
6.2. The limitation under Section 6.1 also applies if the buyer demands reimbursement of useless expenses instead of a claim for damages in lieu of performance.
6.3 Insofar as liability for damages against the Seller is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.
7. Payment Terms
7.1. In sales against documents, payment is to be made immediately "net against documents", unless otherwise specified in the seller's offer or order confirmation. If the order confirmation and the seller's offer name different payment terms, the order confirmation is binding as the later document.
7.2. Unless otherwise agreed, the payment terms "net cash against invoice" apply, with agreed discounts being deducted.
7.3. Offsetting or exercising a right of retention by the buyer against due invoice amounts for delivered goods is only permissible if the underlying claims are acknowledged by us, legally established or the counterclaim is related to the invoiced goods. The seller is free to assert these claims judicially.
7.4. The seller is entitled to execute outstanding deliveries only against advance payment or security deposit if circumstances become known to him after conclusion of the contract that are likely to significantly diminish the buyer's creditworthiness and endanger the payment of the seller's outstanding claims against the buyer from the respective contractual relationship. 7.5. Bills of exchange and cheques are accepted only as payment. The buyer shall bear bank charges and exchange costs, etc.
7.6. The purchase price is deemed to have been paid only when the amount is finally available on one of the seller's accounts.
8. Retention of Title
8.1. Until all claims (including all balance claims from current accounts) to which the seller is entitled now or in the future for any legal reason against the buyer are fulfilled, the seller is granted the securities according to the following clauses.
8.2. The seller shall release securities at his option upon request, insofar as their estimated current market value exceeds the secured claims by more than 20%, unless the seller proves that this release limit is unreasonably low in individual cases.
8.3. The goods remain the property of the seller.
8.4. Processing or transformation is always carried out for the seller as the manufacturer, but without any obligation on his part. If the seller's (co-)ownership is extinguished by combining, it is now agreed that the buyer's (co-)ownership of the uniform object shall pass to the seller in proportion to its value (invoice value). The buyer shall store the seller's (co-)ownership free of charge. Goods to which the seller is entitled to (co-)ownership are hereinafter referred to as reserved goods.
8.5. The above Clause 8.4 applies to materials and products supplied by the seller with the proviso that the seller is not obliged in terms of Regulation (EC) No 1907/2006 ("REACH"). 8.6. The buyer is entitled to resell the reserved goods in the ordinary course of business. Pledges or transfer of ownership by way of security are not permitted.
8.7. The buyer hereby assigns to the seller the claims arising from the resale or other legal reasons (insurance, unlawful acts, etc.) relating to the reserved goods in full - in the case of co-ownership of the seller in the reserved goods, proportionally according to the co-ownership share. The seller accepts the assignment.
8.8. The buyer is authorized to collect the assigned claims for the seller.
8.9. The authorization for resale and collection of claims shall expire upon revocation, but at the latest in the event of a delay in payment, suspension of payments, opening of insolvency or composition proceedings, or in the event of a deterioration in the financial circumstances of the buyer.
8.9.1. The buyer defaults on a payment obligation from the business relationship;
8.9.2. The buyer suspends payments, or an application for the opening of insolvency proceedings against its assets is filed by it or a third party;
8.9.3. An enforcement measure against the buyer's movable assets is unsuccessful or proceedings for the submission of an affidavit regarding assets is initiated against the buyer; 8.9.4. The buyer dishonors a check or bill of exchange;
8.9.5. The buyer's financial situation significantly deteriorates for other reasons, to the extent that the fulfillment of the seller's claims from the business relationship is endangered;
8.9.6. The buyer fails to fulfill any other material contractual obligation despite warning and threat of revocation.
8.10. The buyer may demand the revocation of the revocation pursuant to Clause 8.9 if and to the extent that it ensures and proves that there is no risk to the seller's security interest.
8.11. The buyer is obliged to provide the seller with information about the debtors of the assigned claims upon request and, under the conditions of Clause 8.9, to notify the debtors of the assignment.
8.12. If the seller exercises the rights described in Clause 8.9, all claims secured by the retention of title become due immediately. Where equity requires, the accelerated maturity shall be taken into account by appropriate discounting.
8.13. The buyer is obliged to adequately insure the reserved goods at its own expense against theft, breakage, fire, and water damage. 8.14. The buyer is obliged to take and provide the seller with evidence of the measures required to establish or maintain the retention of title or a comparable security right under the law of the country of its establishment or the destination country deviating from it. Non-compliance constitutes a material breach of contract. 8.15. In the event of seizures or any other impairment of the seller's ownership rights to the goods by third parties, the buyer must immediately notify the seller. The costs incurred to defend against third-party interventions shall be reimbursed by the buyer. If the buyer becomes insolvent after receiving the goods or after their resale, the seller may, without prejudice to its ownership rights under § 47 InsO, demand a replacement segregation in accordance with § 48 InsO, provided that the purchase price has not already been assigned to the seller in accordance with Clause 8.8.
9. Jurisdiction, applicable law
9.1. Exclusive jurisdiction is Hamburg. However, the Seller is entitled to sue at the court having jurisdiction over the Buyer or at any other court that may have jurisdiction under national or international law.
9.2. Between the parties, exclusively German law shall apply, excluding the provisions of private international law as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG).
9.3. The invalidity of individual provisions of these terms and conditions does not affect the validity of the remaining provisions.
As of November 2012.