General Terms and Conditions

1. General
Unless otherwise agreed, these terms and conditions shall apply to all sales. Deviating agreements require the written consent of the seller. Any terms and conditions of the Buyer that conflict with these Terms and Conditions shall not apply to the Seller and shall not be binding, even if they have not been expressly objected to.

2. Offer
All offers are subject to change. We reserve the right to prior sale. Deviations from catalog specifications are permissible insofar as they serve the purpose of technical improvement.

3. Order placement and conclusion
By placing an order in writing or verbally, including by telephone, the buyer accepts these terms and conditions of sale and delivery.

4. Prices and payments
The prices are ex warehouse and do not include the costs of packaging, freight and insurance unless otherwise agreed. Payment of the invoice amount shall be made by agreement. Payments by bill of exchange must be specially agreed. Returns and exchanges are excluded after payment. Non-compliance with the terms of payment or circumstances which reduce the creditworthiness of the Buyer shall result in all claims becoming due immediately, irrespective of the term of any bills of exchange accepted, and shall entitle the Seller to claim damages for non-performance. Counterclaims of the Buyer shall not entitle the Buyer to withhold due payments. In the event of late payment, the Seller may charge interest on arrears from the due date. Payments to employees or representatives are only valid if they are authorized to receive payments. The prices are based on the raw material prices, transportation and production costs, exchange rates, customs duties, etc. valid on the day of the offer. In the event of significant changes in raw material prices, transportation and production costs, exchange rates, customs duties, etc., we reserve the right to make corresponding adjustments to the prices and thus to the contract. If circumstances that have become the basis of the contract have changed significantly after the contract was concluded and the parties would not have concluded the contract or would have concluded it with different content if they had foreseen this change, the contract may be adjusted if one party cannot reasonably be expected to adhere to the unchanged contract, taking into account all circumstances of the individual case, in particular the contractual or statutory distribution of risk.

5. Credit – security
The creditworthiness of the buyer is a prerequisite for the delivery. If doubts arise as to the creditworthiness after conclusion of the contract, the Seller shall be entitled to demand sufficient security at its discretion or to withdraw from the contract.

6. Packaging
Packaging, if required and not otherwise agreed, will be charged at cost price and will not be taken back.

7. Delivery – dispatch – calculation of the goods – delivery time
Delivery and dispatch are ex warehouse at the expense and risk of the buyer. If a specific type of shipment is desired, this must be specified when the order is placed. Insurance against transport damage shall only be taken out at the express request and expense of the buyer. The weight, size or quantity determined by the delivery warehouse shall apply to the invoicing of the goods; additional costs, e.g. for express mail, express freight or express shall be borne by the buyer. The delivery period stated in the offer may be slightly exceeded if it cannot be met. Partial deliveries are permissible. Events of force majeure shall release the Seller from its delivery obligations for the duration of the hindrance and entitle it to withdraw from the contract in whole or in part.

8. Notices of defects – warranty
Notices of defects and complaints can only be considered if they are submitted to the seller in writing immediately, but at the latest within 5 days of receipt of the goods and the goods are still in their original condition. Deviations in quality, weight, presentation or color that are customary in the trade or due to technical or raw material reasons cannot be objected to. The same applies to an excess or shortfall of up to 10% of the quantity ordered, insofar as this is due to the nature of the product. In the event of justified complaints about the delivered goods, the buyer must ensure that they are stored temporarily, free of charge and properly. The seller has the choice of remedying the defects, taking back the goods or providing a replacement free of charge. In the event of defects, including the absence of warranted characteristics, the Seller shall be liable up to the amount invoiced for the goods. Any further liability is excluded. This applies in particular to infestation by pests or diseases that are transmitted by the delivered goods.

9. Retention of title
Deliveries shall be made until all claims arising from the business relationship have been paid in full, in the case of bills of exchange and checks until they have been honored, subject to retention of title in favor of the seller in accordance with 54 BGB. Any treatment, processing, mixing or transfer of the goods subject to retention of title into a new independent economic unit shall be carried out to the exclusion of the acquisition of ownership for the seller in accordance with 950 BGB, without obligating the seller. The buyer assigns his right of ownership or co-ownership to the mixed stock or the new economic unit to the seller.

The growth from the goods delivered by the seller shall also be deemed to have been transferred to the seller as security upon separation from the land until full payment has been made.
The buyer is obliged to insure the goods subject to retention of title against fire and theft at his own expense.
Any claims arising from an insurance contract shall be transferred to the seller.

The Buyer may only sell and dispose of the Seller’s property in the ordinary course of business.
He is only entitled and authorized to resell and resell the goods subject to retention of title with the proviso that the purchase price claim from the resale is transferred to the seller.
The buyer is not entitled to dispose of the reserved goods in any other way, in particular pledging or transferring ownership by way of security.
The seller must be informed immediately of any seizure or impairment of the rights.

The Buyer assigns its claims from a resale to the Seller, irrespective of whether the reserved goods are resold without or after processing and whether they are resold to one or more customers.
The seller, who hereby accepts the assignment, authorizes the buyer to collect the claim from the resale.
The Buyer’s authorization to collect shall not affect the Seller’s authority to collect.

However, the Seller shall not collect the claims itself as long as the Buyer meets its payment obligations.
At the request of the seller, the buyer must inform the seller of the debtors of the assigned claims and notify the debtors of the assignment.

In the case of a current account, the reserved property shall serve as security for the seller’s balance claim.
In the event of default, composition or bankruptcy on the part of the buyer, the seller has the right to take possession of the goods delivered subject to retention of title itself or through an authorized representative.
The buyer authorizes the removal of the goods delivered subject to retention of title without recourse to the court and acknowledges that this removal does not constitute a prohibited act of self-empowerment.
Under no circumstances may the delivered goods be counted as part of the estate.

10. Fertilizers, pesticides, pest control and growing media
The Seller shall not be liable for damage of any kind caused by improper handling, in particular by handling contrary to the instructions for use.

11. Place of performance and jurisdiction
The place of performance and jurisdiction for all rights and obligations of both parties to the contract is Düren.