I. General
Our offers, services and deliveries are made exclusively on the basis of these General Terms and Conditions. Agreements made between the contracting parties in individual cases [including collateral agreements, supplements and amendments] shall only apply to specific orders and must be recorded in writing in order to be valid and shall therefore always take precedence over these Terms and Conditions. They shall also apply exclusively to companies and other buyers - hereinafter referred to collectively as the customer - for all future transactions. Orders or commissions are binding for the customer; the contract is concluded at our discretion by confirmation of the order or execution of the order or commission. We expressly reject any deviating terms and conditions or counter-confirmations. Any conflicting prohibition of assignment is hereby expressly rejected. In particular, our silence with regard to such deviating terms and conditions shall not be deemed as acknowledgement or consent, not even for future transactions. Our offers are subject to change and non-binding, unless we have expressly designated or marked them as binding.
II. Quality of the goods
We reserve the right to make changes to the design and form of the delivery item as long as the delivery item is not significantly changed and the changes are reasonable for the buyer. Sample, specimen, analysis data and other quality specifications of the Seller are, within the scope of customary commercial practice, only indications within the actual range of the corresponding values for dimensions, color, quality, chemical composition and mode of action of the goods delivered by the Seller. The contract shall also be deemed fulfilled in the event of a corresponding excess or short delivery. We only assume a guarantee for the quality, durability or yield of the delivery item or a quality risk by means of an express, written order-related declaration, but not on the basis of the content of product descriptions, technical data and other printed matter and information. We reserve our property rights, copyrights and industrial property rights to all illustrations, calculations, drawings and other documents. The purchaser may only pass these on to third parties with our written consent, irrespective of whether we have marked them as confidential or not. If the customer acts contrary to this regulation, we reserve the right to take further steps.
III. prices and terms of payment
In the absence of a special agreement, the prices shall apply ex our warehouse or, in the case of shipment from the manufacturer's works, ex works, excluding packaging. Quoted and agreed prices are net prices plus VAT at the statutory rate applicable at the time of performance of our service. Payment shall be made immediately after acceptance or provision and receipt of the invoice without any deduction free paying agent, unless the invoice specifies a different payment term. A cash discount deduction is only permitted if a special written agreement has been made between us and the buyer. Payment shall only be deemed to have been made when we have the full amount at our disposal. We do not accept bills of exchange or checks as payment. If the buyer is in arrears with a payment, we point out in advance that late payment surcharges and fees will be charged. In the event of default with more than one liability, all claims against the buyer shall be due for payment immediately. Payments may only be made to employees of our company if they present a written authorization to collect. If there are reasonable doubts about the creditworthiness of the buyer due to facts that only become known to us after conclusion of the contract, we may demand advance payment or corresponding securities. If, despite the setting of a deadline and the threat of refusing performance by the buyer after expiry of the deadline, the buyer fails to make advance payment or provide security or finally refuses to do so, Volmer Agritec GmbH may withdraw from the contract. The buyer may not offset claims against us unless the claim to be offset is undisputed, legally established and recognized by us. The buyer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
IV. Delivery and performance time, delay / self-supply and force majeure
Delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information, unless a written commitment on our part has been expressly given as binding. The delivery period shall commence on the day on which a written purchase contract is signed or the order confirmation is sent, but not before the documents, approvals and releases to be procured by the Buyer have been provided and the agreed down payment has been received. The delivery time shall be deemed to have been met if the delivery item has been handed over to the person designated for transportation in the case of a shipping obligation, or has left our warehouse in the case of own transport or the manufacturer's factory in the case of shipment ex works, or the customer has been notified of readiness for shipment in the case of a hollow debt. If, for reasons for which we are not responsible for the provision of our contractually owed delivery/service, we do not receive delivery/service from our suppliers despite proper and sufficient corresponding cover [congruent cover], or do not receive it correctly or on time, or if events of force majeure of not insignificant duration [i.e. with a duration of longer than 14 calendar days] occur, we shall inform the customer immediately in writing. In this case, we shall be entitled to postpone the delivery for the duration of the hindrance or to withdraw from the contract in whole or in part due to the unfulfilled part of the contract, provided that we have complied with our aforementioned duty to inform and have not assumed the procurement risk. Force majeure shall include strikes, lockouts, official interventions, energy and raw material shortages, transport bottlenecks through no fault of our own, operational hindrances through no fault of our own, e.g. fire, water or machine damage and all other hindrances (e.g. prevailing pandemic) which, from an objective point of view, were not culpably caused by us. If a delivery/performance date or a delivery/performance period has been bindingly agreed and this/these is/are exceeded due to the events described above, the customer shall be entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period due to the part of the contract not yet fulfilled if it is objectively unreasonable for the customer to continue to adhere to the contract. Further claims of the customer, in particular claims for damages, are excluded in this case. The above provision shall apply accordingly if a customary delivery and performance period has been exceeded by more than 7 calendar days for the aforementioned reasons, even without a contractual agreement on a fixed delivery and/or performance date. If the contract for deliveries and services to be provided by us is terminated in whole or in part by us or the customer on the basis of the above provisions, we shall immediately reimburse the customer for the part of the consideration attributable to the terminated part of the contract, less the costs already incurred by us, in the event that the customer has performed in advance.
V. Transfer of risk, shipment, packaging
Unless otherwise agreed, the route and means of shipment shall be at our discretion. The goods shall be insured at the customer's request and expense. We shall endeavor to take into account special wishes and interests of the buyer with regard to the type and route of shipment; any additional costs incurred as a result - even if carriage paid delivery has been agreed - shall be borne by the buyer. If the customer is an entrepreneur, the risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the warehouse or, in the case of direct shipment ex works, when they leave the factory. This shall also apply if partial deliveries are made or if the customer has assumed the shipping costs. If dispatch is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer from the day on which the goods are ready for dispatch; however, we shall be obliged to arrange the insurance requested by the buyer at the latter's request and expense. We shall store the goods at the buyer's expense. Delivered items shall be accepted by the Buyer, even if they have minor defects, without prejudice to the Buyer's rights under the law and the contract. Partial deliveries are permissible. We do not take back transport packaging and all other packaging, with the exception of reusable pallets. The Buyer shall dispose of the packaging at his own expense.
VI Warranty and notification of defects
The claims and rights of the customer in the event of defects in a used, movable delivery item are excluded from any warranty. The customer's claims and rights in the event of defects in a movable, newly manufactured delivery item end 6 months after delivery. In the case of defects that significantly reduce the value of the goods or their suitability for the contractually stipulated use, the seller shall, at his discretion, initially provide subsequent delivery or rectification. In the case of insignificant defects, the seller may grant a reduction in price instead of subsequent performance. The customer shall set a grace period of at least 14 calendar days in writing for the subsequent delivery or rectification. The Buyer shall inspect the goods immediately after delivery by the Seller, insofar as this is feasible in the ordinary course of business, and shall notify the Seller immediately if a defect becomes apparent. If the Buyer fails to notify the Seller, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect is discovered later, the notification must be made immediately after discovery; the date of receipt by us shall be decisive. Otherwise the goods shall be deemed approved. Visual defects [damage to paintwork etc.] shall only be accepted by us if the goods are unused and clean [before field use]. In principle, the burden of proof of a defect in the product lies with the customer after acceptance of the goods.
VII General limitation of liability
Claims for damages on the part of the purchaser, irrespective of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from unauthorized actions, are excluded. This shall not apply insofar as liability is mandatory by law, in particular in cases of
- intent or gross negligence
- In the event of injury to life, limb or health
- Due to the written assumption of a guarantee for the quality of the delivery item in accordance with the Product Liability Act or
- In the event of any other breach of material contractual obligations promised in writing; in this case, the claim for compensation for the damage shall be limited to the typically occurring damage.
VIII. Special agreement for individual types of goods
In the case of field samples, a binding date for a cost-neutral test phase shall be set between the parties. If a field test cannot be carried out by the customer due to weather conditions, the date set in advance shall be extended by one day in each case. In the event of an extension, a stand fee of €500 will be charged to Volmer Agritec GmbH. In principle, only a processing area of 4 ha as a field trial is cost-neutral, everything beyond this will be charged with a usage fee per additional hectare or part thereof of 5% of the current list price of the product in favor of Volmer Agritec GmbH. If the customer purchases the product after the field trial has been completed, Volmer Agritec GmbH will refund this usage fee or deduct it from the purchase price. The respective product will only be accepted back by Volmer Agritec GmbH in a completely cleaned, technically perfect condition after the field test. If gross defects have occurred on the device, it will be repaired at the customer's expense.
IX. Retention of title
The seller retains title to the delivery item until receipt of all payments arising from the terms of business with the buyer. The retention of title shall also extend to the recognized balance insofar as the Seller books claims against the Buyer on current account [current account reservation]. The Buyer is not entitled to sell the delivery item in the ordinary course of business before the agreed receipt of payment by the Seller. In the event of non-compliance, the seller may demand a surcharge of 5% of the net purchase price plus the applicable tax rate, which shall become due immediately. In any case, the buyer hereby assigns to the seller any claims for payment of the purchase price arising from the resale. The advance assignment shall also extend to the recognized balance if a current account relationship exists between the buyer and the debtor from the resale. If the delivery item is inseparably mixed, blended or combined with other goods, the seller shall acquire co-ownership of the uniform item in a proportion corresponding to the value of the delivery item in relation to the value of the goods mixed or combined with it at the time of mixing or blending. If the Buyer's item is to be regarded as the main item, the Buyer shall transfer co-ownership to the Seller on a pro rata basis. It is not necessary to withdraw from the contract in order to assert the retention of title, unless the buyer is a consumer. If the Seller withdraws from the purchase contract due to conduct in breach of contract for which the Buyer is responsible, the Buyer shall be obliged to bear, among other things, the costs of taking back the goods [complete transportation/ if applicable, repair of the product] and of disposing of the delivery item as well as the administrative costs incurred as a result. The costs shall amount to 10% of the utilization proceeds including VAT without proof. In the event of seizure or other interventions of any kind by third parties, the Buyer must inform the Seller immediately in writing. The buyer must ensure in writing that the third party is fully liable to the seller for the existing claim.
X. Assignment
The Seller is entitled to assign the claims arising from its business relationship with the Buyer. The Seller's claims may be assigned to a financial service provider. The bank details can be found on the invoice.
XI. Place of jurisdiction, applicable law
If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all legal disputes shall be the registered office of the Seller. This also applies to claims that are asserted in legal dunning proceedings. The seller is also entitled to bring an action at the buyer's place of jurisdiction.
XII. Severability clause
Should any provision of these General Terms and Conditions for the sale of goods be invalid, this shall not affect the validity of the remaining provisions. The ineffective part shall be replaced by a provision that comes closest to the content of the ineffective provision.
Supplement to the General Terms and Conditions of Volmer Agritec GmbH - for the area of services
I. Type and scope of services
Volmer Agritec GmbH provides services to support the customer and in the areas of service/maintenance, inspection and repair. Volmer Agritec GmbH shall provide the services in accordance with this contract and in accordance with the state of the art at the time of conclusion of the contract and by personnel who are qualified to provide the agreed services. Volmer Agritec GmbH is also entitled to have services performed by third parties.
II. Waiting times / absences
Downtimes for orders placed by customers with deadlines shall be charged to the customer at 100% of the agreed hourly rates in the event of weather-related disruptions. Weather-related interruptions to work shall be invoiced to the customer at 100% of the estimated volume of working hours of a daily rate and at 100% of the agreed hourly rates. If the customer has to create certain conditions as agreed for the work to be carried out by Volmer Agritec GmbH. If the customer fails to comply with his obligation to cooperate, Volmer Agritec GmbH shall be entitled to charge the customer for the costs incurred until the obstacle to work is removed in accordance with the contractually agreed prices, in particular the hourly rates. This applies in particular to the necessary additional expenses such as travel, expenses, waiting times and accommodation costs of the employees of Volmer Agritec GmbH.
III. remuneration
The remuneration for the service is the remuneration for the time spent on the contractually agreed service, which in principle also includes the costs incurred for travel to and from the site and, if applicable, for overnight stays. Material costs shall be remunerated separately, unless otherwise agreed. Waiting times for which the customer is responsible shall be remunerated as working time. Travel costs and expenses which Volmer Agritec GmbH has to pay to its employees deployed within the scope of these services in accordance with the respective statutory travel expenses regulations shall be charged to the customer. Unless expressly stated otherwise, the total prices and times stated in the individual offers are non-binding estimates of the costs and time to be expected after professional calculation. One day comprises 8 hours, excluding breaks. Additional time and ancillary costs shall be charged separately.
IV. Liability for defects and warranty
Volmer Agritec GmbH warrants within the framework of the statutory provisions that the services have been carried out professionally. The warranty, in particular in the case of modifications and variations to the design or basic construction of a machine, only relates to the correctness of the work carried out or the workmanship performed. The warranty period for new services is 3 months and begins with acceptance by the customer. If the customer is a consumer within the meaning of the German Civil Code (BGB), the warranty period shall be 6 months from acceptance, in the case of service orders from invoicing. Acceptance of a service must take place within 14 days. The customer is also obliged to notify Volmer Agritec GmbH in writing of any defects within this period, otherwise they shall be null and void.
