Article 1 Scope, Form

  1. The present General Terms and Conditions of Purchase (“Conditions of Purchase”) apply to all business relationships with our procurement business partners and suppliers (the “Seller”). The Conditions of Purchase shall apply, in particular, for contracts relating to the purchase and/or supply of movable objects (“goods”), regardless of whether the Seller manufactures the goods itself or purchases them from other suppliers (Articles 433,651 German Civil Code).

  2. Our Conditions of Purchase shall only apply where the Seller is an entrepreneur (Article 14 German Civil Code), a legal entity under public law or a special fund under public law.
  3. agaSaat GmbH (the “Buyer”) orders exclusively on the basis of these Conditions of Purchase. Our Conditions of Purchase also apply for all following business transactions, without these being expressly referenced or agreed upon conclusion of such subsequent business transactions. 
  4. These Conditions of Purchase apply exclusively. We shall not recognize deviating, conflicting or supplementary General Terms and Conditions of the Seller unless we have expressly consented to their validity in writing. This requirement of consent applies in every case, for example, even where we accept deliveries from the Seller without reservation in the knowledge of the Seller‘s General Terms and Conditions, or make reference to correspondence which contains or refers to the General Terms and Conditions of the Seller or of a third party.

Article 2 Offer

The Seller can only accept our order in writing within a period of 1 week. Delayed acceptance shall be regarded as a new offer and shall require acceptance on our part.

Article 3 Pricing and payment terms

  1. The price stipulated in the order is binding. Prices include delivery to the delivery address specified in the contract, including any statutory VAT and including the costs of packaging, unless otherwise agreed in writing.
  2. The agreed price is due within 14 calendar days from completion of delivery and services (including, where applicable, agreed acceptance) and receipt of a proper invoice.
  3. All order confirmations, delivery notes and invoices must provide our order number, lot no., item number, delivery quantity and delivery address. Where one or more of these details are missing and processing by us is thereby delayed within the scope of our normal business operations, the payment terms specified in paragraph 2 shall be extended by the period of the delay.
  4. We shall not be liable to pay interest from the day of maturity (§ 353 HGB).

Article 4 Delivery period and delay in delivery

  1. The delivery period (delivery deadline or delivery period) that we stipulate in the order is binding. The Seller undertakes to inform us immediately, in written form, if it anticipates being unable to meet the agreed delivery deadlines - for whatever reason.
  2. Where the Seller fails to perform its services, or fails to do so within the agreed delivery period, our rights – particularly our rights to rescission and damages – shall be governed by statutory provisions. The provisions in paragraph 3 shall remain unaffected.
  3. Where the Seller is in default, we can – in addition to further, statutory entitlements – require lump sum compensation for our damages owing to the default in the amount of 1% of the net price per complete calendar week, in total, however, of not more than 5% of the net price of the goods delivered late. We retain the right to prove that higher damages have been incurred. The Seller retains the right to prove that no damages or significantly lower damages have been incurred.

Article 5 Performance, delivery, transfer or risk

  1. Without our prior, written agreement, the Seller is not entitled to have third parties (e.g. subcontractors) carry out the performance for which it is responsible. The Seller shall bear the procurement risk for its services, unless otherwise agreed in individual cases (e.g. stock reserves).
  2. The Seller is not entitled to make partial deliveries without our prior, written consent.
  3. Delivery is made to the destination specified in the order. Where the place of destination is not specified and nothing else has been agreed, delivery shall be made to our business headquarters in Neukirchen-Vluyn. The respective place of destination is also the place of performance for the delivery and any supplementary performance.
  4. A delivery note indicating the date (issue and dispatch), contents of the delivery (item number and quantity) and our purchase order identifiers (date and number) shall be attached to the delivery. Where the delivery note is missing or incomplete, we shall not be liable for the resultant delay in processing and payment. A corresponding shipping notice with the same contents shall be sent to us separately from the delivery note.
  5. Risk only transfers to us, including where shipment has been agreed, when the goods have been transferred to us at the agreed place of destination.
  6. The Seller undertakes to arrange transport insurance at its own expense. 

Article 6 Retention of title

Assignment of the goods to us shall take place unconditionally and regardless of payment of the purchase price. Where, however, in an individual instance, we accept an offer of assignment by the Seller that is conditional on payment of the purchase price, the Seller‘s retention of title ceases, at the latest, upon payment of the purchase price for the goods delivered. In any case, all other forms of retention of title are excluded, in particular, extended and assigned retention of title and retention of title prolonged by further processing. In any case, we shall be entitled to sell, process or mix the goods in the normal course of business.

Article 7 Warranty

  1. The Seller warrants, irrespective of culpability, that the goods correspond, at the time of delivery, to the exact specifications set out in the order and that the delivered goods comply with applicable legal provisions and official regulations in respect of their sale and use, in particular, that they comply with legislation applicable to foodstuffs in Member States of the European Union. The Seller undertakes to meet the standards of the Codex Alimentarius and any resultant and other requisite food hygiene measures. In particular, goods must not be transported or stored together with allergens. Organic goods must comply with the provisions of EU regulations and of the German Federal Association of Natural Food Retailers (“Bundesverband Naturkost Naturwaren e.V.”).
  2. By way of deviation from Article 442(1)(2) German Civil Code, we are entitled to claims for defects without restriction even where the defect remained unknown to us upon conclusion of the contract as a result of gross negligence. (3) In respect of the commercial duty to inspect and submit complaints, the statutory provisions (Articles 377, 381 German Commercial Code) apply, subject to the following conditions: Our duty to inspect is limited to defects, which are evident upon our incoming goods inspection by external examination including of the delivery papers (e.g. transportation damage, wrong delivery or shortfall in delivery) or are discernible at our quality controls in sampling procedures. Insofar as an acceptance procedure has been agreed, there is no duty to inspect. Furthermore, the extent to which an examination is feasible in the normal course of business, having regard to the specific instance, is to be taken into account. Our duty to notify defects discovered later remains unaffected. Irrespective of our duty to inspect, our notification (notification of defects) is, in any case, without delay and in time, if dispatched within 5 working days from discovery, or, for obvious defects, from delivery.
  3. Where the Seller fails to fulfil its obligation of supplementary performance – at our discretion, by rectification of the defect (repair) or by delivery of a defectfree object (replacement delivery) – within an appropriate period set by us, we are entitled to rectify the defect ourselves and to require compensation for the expenses hereby incurred or a corresponding and advance payment from the Seller. Where supplementary performance by the Seller fails or is unreasonable for us (e.g. as a result of particular urgency, risk to operational safety or to avert disproportionate damage), no deadline needs to be set; in such circumstances, we shall notify the Seller without delay, where possible, in advance.
  4. By way of deviation from Article 438(1)(3) German Civil Code, the general limitation period for claims based on defects shall be 3 years from transfer of risk. Where acceptance is agreed, the limitation period begins with acceptance. The 3-year limitation period shall also apply accordingly for claims based on defects of title, whereby the statutory limitation period for the return of third-party property (§ 438(1)(1) German Civil Code) remains unaffected; claims based on defects of title shall not become timebarred in any case, so long as the right - in particular, in the absence of limitation - can still be asserted against us.
  5. Acceptance or approval of samples or specimens provided does not constitute waiver of our warranty rights.

Article 8 Product liability

  1. Where the Seller is responsible for a product defect, it must indemnify us for claims made by third parties insofar as the cause of the defect is within the scope of the Seller‘s control and organization and the Seller is liable to third parties.
  2. Under the auspices of its indemnity obligation, the Seller must reimburse expenses in accordance with Articles 683, 670 German Civil Code or in accordance with Articles 830,840, 426 German Civil Code, which result from or in connection with third-party claims including recall campaigns that we implement in a lawful manner. To the extent possible and reasonable, we shall inform the Seller in good time and in advance of the content and scope of such recall measures and provide the latter with an opportunity to make observations. Further legal claims remain unaffected.
  3. The Seller must obtain and maintain product liability insurance with lump-sum coverage of at least 5 million euros for personal injury/damage to property.
  4. Articles 478, 479 German Civil Code shall apply accordingly including where the goods, before their sale to a consumer, were further processed by us or another buyer e.g. by incorporation in another product.

Article 9 Industrial property rights

  1. The Seller warrants that no third-party industrial property rights in European Union countries and countries, in which it manufactures the products or allows the products to be manufactured, are infringed in connection with its delivery.
  2. The Seller undertakes to indemnify us against all claims which third parties bring against us due to infringement of the industrial property rights specified in paragraph 1, and to refund to us all necessary expenses incurred in connection with such claims. The entitlement arises irrespective of fault on the part of the Seller.

Article 10 Confidentiality

The Seller undertakes to maintain as strictly confidential the terms and conditions of the order and all information and documentation provided for this purpose (with the exception of publicly accessible information) for a period of 2 years after contract conclusion and only to use the same for executing the order.

Article 11 Assignment, retention, setoff

  1. The Seller is not entitled to assign its claims under the contractual relationship to third parties. This does not apply insofar as monetary claims are concerned.
  2. The Seller has a right of set-off or a right of retention only as a result of counterclaims that have been legally established or are undisputed.

Article 12 Applicable law, arbitration clause, place of jurisdiction

  1. For these Conditions of Purchase and the contractual relationship between ourselves and the Seller, the law of the Federal Republic of Germany applies to the exclusion of uniform international law, in particular, UN sales law.
  2. All disputes, which arise in connection with a contract, to which these Conditions of Purchase are intended to apply, or its validity, shall be finally decided in accordance with the arbitration code of the Waren-Verein der Hamburger Börse e.V. without recourse to the ordinary courts of law. The place of arbitration shall be Hamburg. The number of arbitrators shall be 2, the number of presiding arbitrators shall be 1. The language of the arbitration proceedings shall be English. The applicable law is the law of the Federal Republic of Germany to the exclusion of UN sales law and German international private Law.
  3. By way of deviation from paragraph 2 we are, however, also entitled, in the individual case, to bring a complaint before the ordinary courts. The place of performance for both parties and exclusive place of jurisdiction - also for international purposes - for all disputes under the contractual relationship is, in this case, Düsseldorf.