General terms and conditions of business

General Terms and Conditions of Business for the Sale and Supply of Seed under the Seed Marketing Act with the Exception of Seed Potatoes and Sugar Beet Seed (hereinafter referred to as „GTC“) by FarmSaat AG.

1. Scope, form

1.1

The following General Terms and Conditions of Sale and Delivery (hereinafter referred to as „GTC“) shall apply to all business relations between farmsaat AG, Rott 3, 48351 Everswinkel, Tel: +49 (0)2582 / 66 85 8-0, Fax: +49 (0)2582 / 66 85 8-15, E-Mail: mail@farmsaat.de, Registry Court: Münster; Registry No. : HRB 11044, Board of Directors: mail@farmsaat.de. : HRB 11044, Board of Directors: Swen Wolke, Imprint: https://www.farmsaat.de/impressum-farmsaat-ag/) (hereinafter referred to as „farmsaat“, „User“ or „Seller“) and their customers (hereinafter referred to as „Customer“ or „Buyer“), insofar as these have as their object seeds (with the exception of seed potatoes and sugar beet seeds) in accordance with the Seed Trade Act or Rizoliq.

1.2

farmsaat concludes contracts exclusively with farmers and other entrepreneurs. An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his independent professional or commercial activity. Contracts shall be concluded in German or English.

1.3

The user sells its goods via the platform of its own online shop (https://shop.farmsaat.de/). Furthermore, orders are taken by telephone or at the customer’s premises by farmsaat or by sales partners. These GTC apply irrespective of the type of sale, unless the limitation of the applicability of a clause to a specific type of sale is expressly stated in these GTC.

1.4

These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of a customer shall only become part of the contract if and to the extent that farmsaat has expressly agreed to their validity in text form. This shall also apply in particular if the Seller accepts or delivers the Customer’s order in the knowledge of the Customer’s or third party’s general terms and conditions.

The GTC shall also apply to future transactions between the contracting parties.

1.5

Legally relevant declarations and notifications by the Buyer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) shall be made in writing or text form (e.g. letter, e-mail, fax). Statutory formal requirements and the possibility of demanding further evidence, in particular in the event of doubts about the legitimacy of the declarant, shall remain unaffected.

2. Offer and conclusion of contract

2.1
Online-Shop

The conclusion of the contract for orders placed via the online shop shall be carried out in accordance with the following provisions.

2.1.1

All representations of goods on the Seller’s website merely constitute an invitation to submit an offer, but not a legally binding offer.

By clicking on „order subject to payment“, the customer submits a legally binding offer; directed towards the conclusion of a purchase contract. Before submitting the order, the customer can change and view the data provided

2.1.2

The seller will then confirm receipt of the offer to the customer immediately by e-mail. This confirmation of receipt does not constitute acceptance of the offer. Rather, the availability and deliverability of the selected product will now be checked. There is no obligation on the part of farmsaat to procure the goods.

2.1.3

The decision as to whether an order is accepted is at the Seller’s discretion. If the Seller will not execute an order, it shall notify the Customer thereof without undue delay. Acceptance of the customer’s offer is only declared by an order confirmation or by delivery of the ordered product to the customer.

2.2
On-site orders

If the customer places the order with farmsaat vis-à-vis an employee of farmsaat or a sales partner at his premises, the following applies:

2.2.1
All offers are subject to change without notice and are non-binding. This also applies if catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – also in electronic form – have been provided to the Buyer. farmsaat reserves all property rights and copyrights thereto

2.2.2

The order is placed using the farmsaat app with the help of which an electronic order form is filled in. Hereby the customer confirms his order by signature. The order of the goods by the Buyer shall be deemed to be a binding offer of contract. Clauses 2.1.2 and 2.1.3 apply accordingly.

2.3 
Telephone orders 

By placing an order by telephone with farmsaat or a sales partner, the customer submits a legally binding offer. Clauses 2.1.2 and 2.1.3 apply accordingly.

3. Delivery, delivery dates, delay in delivery and acceptance 

3.1

The place of performance for all delivery obligations shall be the Seller’s place of business, which shall also be the place of performance for any subsequent performance. Unless otherwise agreed by the parties, the Seller shall determine the method of shipment of the goods and the place of loading of the goods.

3.2

The risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment.

3.3

The delivery period is approximately 14 working days, at the latest in time for sowing – unless otherwise agreed. It begins – subject to the provision in clause 3.3 – with the conclusion of the contract.

3.4

In the case of orders from customers with their place of residence or business abroad or in the case of justified indications of a risk of non-payment, the Seller reserves the right to deliver only after receipt of the purchase price plus shipping costs (advance payment reservation). If the seller makes use of the reservation of advance payment, he will inform the customer immediately. In this case, the delivery period shall commence upon payment of the purchase price and the shipping costs.

3.5

In the case of sales subject to the possibility of delivery, the Seller does not assume the procurement risk. The Seller shall not be obliged to deliver if it is impossible for the Seller to deliver the goods for legal or factual reasons. This is particularly the case if

– the upstream supplier with whom the seller has concluded a legal transaction in order to fulfil its delivery obligation to the buyer does not fulfil its obligation to supply the seller correctly and on time;

– the competent recognition authority refuses to recognise the delivery;

– delivery from own propagation has been expressly or tacitly agreed and the goods from own propagation have been used up. 

In such cases, the Seller’s obligation to pay damages for non-delivery shall be determined in accordance with Clause 11.

4. Partial deliveries, approximate deliveries 

4.1

The customer is obliged to accept partial deliveries unless this is unreasonable in the individual case.

4.2

If an approximate delivery has been agreed, a deviation in the delivery quantity of up to 5 out of 100 of the quantities stated in the contract shall be in accordance with the contract. In the event of such a deviation, the total purchase price to be paid shall be calculated in accordance with the deviation in quantity.

4.3

The customer may not withdraw from the contract and claim damages instead of performance if the seller has delivered up to 5 out of 100 of the quantities stated in the contract too little; in this respect any breach of duty is irrelevant. In the case of an approximate delivery pursuant to section 4.2, the first sentence above shall apply if the Seller has delivered up to 10% too little of the approximate quantities specified in the contract. The other statutory warranty claims and Clause 10 shall remain unaffected. The purchase price to be paid shall be adjusted accordingly.

5. Treatment of the seed

5.1

Seed which is normally used dressed or otherwise treated shall be delivered dressed or otherwise treated, unless otherwise agreed.

5.2

If the customer wishes to invoke a defect in the delivered goods after the goods have been dressed or otherwise treated – for the first time or additionally – by him or on his behalf, he must prove by suitable evidence that the defect existed prior to the dressing or other treatment – for the first time or additionally – carried out by him or by third parties. Suitable evidence shall include, in particular, a security sample taken prior to pickling in accordance with clause 9.

6. Prices and shipping costs

6.1

All prices quoted are net prices and are exclusive of statutory value added tax and any applicable shipping costs.

6.2

The shipping costs are indicated in the price quotations in the Seller’s online shop. The price including VAT and applicable shipping costs (total price) is displayed in the order mask when ordering via the online shop before the customer sends the order.

6.3

If the Seller fulfils the order by means of partial deliveries (pursuant to section 4.1), the Customer shall only incur shipping costs for the first partial delivery. If the partial deliveries are made at the customer’s request, shipping costs shall be charged for each partial delivery.

7. Terms of payment 

7.1

The place of performance for payments is the Seller’s place of business. The purchase price and the shipping costs shall be paid within 14 days of receipt of the invoice at the latest, unless expressly agreed otherwise.

7.2

Upon expiry of the aforementioned payment deadline, the Buyer shall be in default without the need for a further reminder. From the time of default, interest on arrears shall be payable at a rate of 9 percentage points above the base rate. The Seller reserves the right to claim further damages for default.

7.3

The Buyer may only set off claims against the Seller to the extent that its claims have been determined and are ready for a decision, have become res judicata, have been acknowledged or are undisputed. This limited prohibition of set-off shall not limit any right of retention to which the Buyer is entitled insofar as it is based on the same contractual relationship. Only the assertion of rights of retention which are not based on the same contractual relationship is excluded. In the event of defects in the delivery, the Buyer’s counter rights shall remain unaffected, in particular in accordance with section 10 of these General Terms and Conditions.

7.4

If the Seller becomes aware of a significant deterioration in the financial circumstances or solvency of the Buyer, the Seller shall be entitled to declare all claims arising from the business relationship, including deferred claims and those arising from bills of exchange, immediately due and payable and to make further deliveries dependent on an advance payment or the provision of a security. If a deadline has been set for this advance payment, the Seller shall be entitled to withdraw from the contract and to claim damages in lieu of performance if the deadline expires without result.

8. Defection receivals 

8.1
If the customer is a merchant, he shall inspect the seeds without delay, at the latest within two working days after delivery. If the seed is purchased in closed containers for the purpose of resale, the obligation to inspect shall only apply if the container is opened or if there are signs, e.g. on the packaging, which indicate a defect in the seed.

8.2

If the customer is a merchant, he must notify the seller of obvious defects in the seed without delay, at the latest within three days of handover. Non-obvious defects must also be reported to the seller by the customer, who is a merchant, without delay, at the latest within two working days of discovery. The date of receipt of the notice of defects by the seller shall be decisive. The Seller may require the Buyer to give notice of defects in writing, in which case the periods in sentences 1 and 2 shall be extended to five working days, whereby the receipt of the notice of defects by the Seller shall be decisive.

8.3

If the Buyer is an entrepreneur but not a merchant, he shall inspect the goods in accordance with clause 8.1 above and give notice of defects to the Seller in accordance with clause 8.2 above. The period for giving notice of defects shall be extended to five working days accordingly.

8.4

If the notice of defects is not given or not given in time, the customer shall accept the delivered goods as being in conformity with the contract and shall lose the right to assert warranty claims on account of the defects not notified or not notified in time.

9. Sample drawing, obtaining an expert opinion

9.1

If the customer discovers a defect after delivery on which he wishes to rely, he must immediately have an average sample taken from the delivery in accordance with clause 9.2 below, insofar as seeds are still available. The drawing of an average sample is not required if the seller has acknowledged the defect. The seller undertakes to inform the customer within 5 working days after receipt of the notice of defect whether he acknowledges the defect or not.

9.2

The average sample must be taken and formed in accordance with the sampling regulations of the Verband Deutscher Landwirtschaftlicher Untersuchungs- und Forschungsanstalten (Association of German Agricultural Testing and Research Institutes) or the sampling regulations of a comparable body responsible for the customer under Land law by a person appointed or obliged to do so by a chamber of agriculture, a chamber of industry and commerce, a competent authority or another comparable body responsible for the customer under Land law. Three equal partial samples shall be formed from the average sample. One partial sample shall be sent without delay to one of the accredited and registered seed testing centres for examination, the second partial sample shall be sent to the seller and the third partial sample shall remain with the customer. If one of the parties doubts the result of the examination by the seed testing authority called upon, the partial sample remaining with that party shall be sent without delay for examination to another seed testing authority which has not yet been involved in the examination and which is designated by the seed certification authority responsible for the customer under national law. The findings of the second seed testing authority shall be binding on both parties if they agree with the findings of the first seed testing authority. If the findings do not agree, the remaining partial sample shall be sent without delay for examination to another seed testing authority which has not yet been involved in the examination and which shall in turn be designated by the seed certification authority responsible for the customer under national law. The findings of the third seed testing authority shall be binding on both parties if they agree with any of the findings of the seed testing authorities previously involved. If there is no such agreement, the mean value of the three tests shall be taken as the result determined.

9.3

If no more seed is available and if the seller does not acknowledge a notice of defects by the buyer according to section 8 within 5 working days after receipt of the notice of defects, an inspection of the emergence by a suitable expert shall be carried out without delay, to which the seller and the customer shall be invited. The expert shall be appointed by the seed certification authority responsible for the customer under national law, in whose area the inspection is to take place. The aim of the inspection by the expert is to establish the facts and to investigate possible causes of the material defect. This provision does not apply if the seed has been acquired for the purpose of resale.

10. Claims for defects and warranty 

10.1

The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title, unless otherwise provided below.

10.2

The following shall apply exclusively as the agreed quality of the seed in accordance with § 434 para. 1 sentence 1 BGB:

10.2.1

The seed is appropriate to the species and variety.

10.2.2

Seed produced in Germany meets the requirements of Annex 3 to the Ordinance on the Marketing of Seed of Agricultural Species and of Vegetable Seed of 21 January 1986, as amended; seed produced in other countries meets the requirements of the respective European seed directives in conjunction with the national seed regulations.

10.2.3

Unless otherwise expressly agreed, the varieties of which seed is supplied for sowing are classically bred varieties which have been bred from genetically unmodified parent components using traditional breeding methods, i.e. without the use of genetic engineering methods. In the production of these seeds, methods are used which aim to avoid the adventitious presence of genetically modified organisms (GMOs). Seed propagation takes place in a field under natural conditions with free pollen flow. It is therefore not possible to completely exclude the adventitious presence of GMOs and to ensure that the seed supplied is free from any trace of GMOs.

10.2.4

Unless otherwise agreed, the following shall apply: The seller shall deliver seeds for the production of plants. The seed supplied is not intended for human or animal consumption, either processed or unprocessed. Plants growing from the seed supplied may only be used as food and/or feed after complete separation from the seed body supplied as seed. In particular, the seed supplied may not be used to produce sprouts in which the shoot and seed are consumed as a unit. The seller shall not be liable for substances and/or microorganisms not relevant under seed law which are on or in the delivered seeds, unless a specific treatment of the seeds with microorganisms and/or micronutrients has been agreed separately.

10.3

The customer shall only be entitled to warranty claims if he has complied with his obligations to examine the goods and to give notice of defects in accordance with section 8, section 8.4.

10.4

The seller has the right to choose the type of supplementary performance – removal of the defect or delivery of a defect-free item. The place of subsequent performance shall be the Seller’s place of business. The Seller shall be entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the buyer shall be entitled to retain a part of the purchase price that is reasonable in relation to the defect. Only if the repair or replacement delivery has failed may the buyer reduce the purchase price or withdraw from the contract and, if the seller is guilty of intent or gross negligence, claim damages instead of delivery. The above sentence shall not apply if the existence of the material defect constitutes a material breach of contract and the fulfilment of this contractual obligation is indispensable for achieving the purpose of the contract.

10.5

Claims of the buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with clause 11 and are otherwise excluded.

10.6

Also excluded are claims of the buyer for delivery of insufficient quantities in accordance with section 4.3.

10.7

The general limitation period for claims arising from material defects and defects of title shall be one year from delivery of the seed, notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB). Special statutory provisions on limitation (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall remain unaffected.

The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Buyer’s claims for damages pursuant to Clause 11.1 and the Seller’s liability for damages resulting from injury to life, body or health and pursuant to the Product Liability Act (Clause 11.3) shall become time-barred exclusively in accordance with the statutory claims.

11. Liability

11.1

The Seller shall be liable to the Customer in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.

11.2

In other cases he shall be liable – unless otherwise provided for in clause 11.3 – only in the event of a breach of a contractual obligation, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the customer may regularly rely, and limited to compensation for the foreseeable and typical damage. In all other cases, the Seller’s liability is excluded subject to the provision in section 11.3.

11.3

The Seller’s liability for damages arising from injury to life, body or health and under the Product Liability Act shall remain unaffected by the above limitations and exclusions of liability.

12. Duty of mitigate damages

The customer must take all reasonable measures to mitigate the damage. If the damage could have been averted or reduced if a complaint had been made as soon as it became apparent, this shall also be taken into account in the assessment of damages.

13. Reservation of title and transfer of ownership by way of security 

13.1

All goods delivered by the Seller to the Buyer shall remain the property of the Seller until all present and future claims arising from the business relationship with the Buyer have been settled (reserved goods). This shall also apply if individual or all of the Seller’s claims have been included in a current account and the balance has been struck and accepted. This shall also apply to claims from cheques which have been established in connection with the business relationship.

13.2

In the event of access by third parties to the goods subject to retention of title, in particular seizure, the customer shall draw attention to the seller’s ownership and notify the seller without delay so that the seller can enforce its ownership rights. The same duty to notify shall apply to the buyer if an application is made to open insolvency proceedings against his assets.

13.3

The growth from the seeds delivered by the seller is transferred to the seller as security with its separation from the land until all claims from the business relationship have been settled in full and shall be held in safe custody by the buyer free of charge.

13.4

In the event of breach of contract by the Buyer, in particular in the event of non-payment of the purchase price due, the Seller shall be entitled to withdraw from the contract in accordance with the statutory provisions or/and to demand surrender of the goods on the basis of the retention of title. The demand for return does not at the same time include the declaration of withdrawal; the seller is rather entitled to demand only the return of the goods and to reserve the right of withdrawal. If the buyer does not pay the purchase price due, the seller may only assert these rights if he has previously set the buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions. In the event of a declaration of withdrawal, the Seller shall be entitled to realise the reserved goods after taking them back. After deduction of a reasonable amount for the valuation costs, the valuation proceeds shall be set off against the amounts owed by the customer.

13.5

The buyer is obliged to insure the reserved goods adequately at his own expense, insofar as this is customary, and to notify the seller immediately of a case of damage. In this respect, claims arising from the insurance contract are assigned to the Seller in advance until all claims arising from the business relationship have been settled in full

13.6

If the realisable value of the securities exceeds the Seller’s claims by more than 10%, the Seller shall release securities of the Seller’s choice at the Buyer’s request.

13.7

The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business as long as he is not in default. Pledges and transfers by way of security are not permitted. In the event of processing or sale, the following provisions shall apply in addition

13.7.1

The Buyer shall not acquire ownership through any processing or transformation of the goods subject to retention of title pursuant to clause 13.7, as the Buyer carries out such processing or transformation on behalf of the Seller without any obligations arising therefrom for the Seller. If the reserved goods are processed, combined, mixed or mingled with other goods not belonging to the Seller, the Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or mingling. If the Buyer acquires sole ownership of the new item, the Seller and the Buyer agree that the Buyer shall grant the Seller co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall keep such item in safe custody for the Seller free of charge.

13.7.2

All claims of the Buyer arising from a resale of the reserved goods are assigned to the Seller at the time of the conclusion of the contract as security for all claims of the Seller arising from the business relationship. The Buyer shall be entitled to collect these claims for the Seller’s account until revoked by the Seller. The Seller’s authority to collect the claims itself shall remain unaffected. However, the Seller undertakes not to collect the claims as long as the Buyer duly fulfils his payment and other obligations.

14. Use of the seed 

14.1

The Customer undertakes to use the Seed only for its intended purpose. In particular, the customer may not use the seed for the production of propagation material without the prior written (i.e. legally signed) permission of the respective holder of the plant variety right, the granting of which is at the discretion of the holder of the plant variety right. Contradictory provisions of the German Plant Variety Protection Act and the European Plant Variety Protection Regulation, in particular with regard to the so-called farmer’s privilege for replanting on one’s own farm, shall remain unaffected.

14.2

If the customer breaches an obligation under Clause 14.1 above, he shall, at the request of the seller or the holder of the plant variety right, pay to the holder of the plant variety right a contractual penalty amounting to three times the purchase price of the seed. This shall not affect the customer’s obligation to pay further damages. In this case, the contractual penalty shall be offset against the further damages. Counter-evidence that the damage did not occur or is significantly lower than the lump sum shall be excluded.

15. Choice of law and place of jurisdiction

15.1

These GTC and the entire legal relationship between FarmSaat and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

15.2

If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction – including international jurisdiction – for all disputes arising directly or indirectly from the contractual relationship shall be the Seller’s place of business in Everswinkel. However, the seller is also entitled to bring legal action at the customer’s general place of jurisdiction. This agreement on the place of jurisdiction shall not apply if another exclusive place of jurisdiction is mandatory.

16. Final provisions

16.1

The following shall apply to orders placed via the online shop: the text of the order shall only be stored and can be retrieved by the customer on the seller’s website after the order has been completed if the customer has opted to create a customer account when placing the order and logs in; otherwise, the text of the contract shall not be stored for the customer and can no longer be retrieved after the order process has been completed. This does not affect the customer’s option to retrieve and save the order data including the GTC after submitting the order.

16.2

Should one or more provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. Instead of invalid or unenforceable provisions, the parties shall agree on a valid or enforceable provision that comes closest to the economic interests of both parties. The same shall apply in the event that the GTC contain an unintended loophole.

16.3

farmsaat reserves the right to amend these GTC without giving reasons if this is necessary due to changes in the performance of its offers or due to legal changes or as a result of technical developments.

16.4

Amendments to the GTC shall be sent to the contractual partners by e-mail. The amendments shall be deemed to have been approved if the contractual partner does not object in text form within six weeks of notification. The User shall specifically draw the attention of the Contractual Partner to this legal consequence when announcing the changes.

Januar 2023