Terms and Conditions

I. Scope

The following terms and conditions shall apply to all contracts entered with Agria Werke GmbH, Bittelbronner Str. 42, 74219 Möckmühl, regarding the acquisition and delivery of goods.

II. Ordering process and conclusion of contract 

1. Agria’s offer on the internet constitutes merely a non-binding invitation to a customer to make an offer.
2. Agria may accept an offer within two weeks from the receipt of a customer’s offer.
3. A purchase contract shall only be concluded with the acceptance of the offer by Agria. The acceptance of the contract by Agria shall be executed by separate email, by the delivery of the goods, or by sending an order confirmation.
4. An order confirmation by Agria shall not constitute the acceptance of an offer.
5. A customer’s order via Agria’s website shall be executed by a click of the button “make a payment” on the last page of the order process. This order shall constitute an offer to Agria to enter a purchase contract. Agria shall inform the customer about the receipt of its order via email to the email address provided (order confirmation).
6. At any time, Agria shall have the right to carry out technical modifications and modifications with regard to the delivery item, if the technical function of the delivery item will not be impaired and the delivery item will not be downgraded. 
7. Agria shall reserve property rights and copyrights to images, drawings, calculations, and others documents. This shall also apply to such written documents that have been marked “confidential”. The customer shall have to obtain Agria’s explicit written consent before passing them on to a third party.
8. Contracts via the internet shop shall only be entered into in German and only for delivery to addresses within Germany.

III. Delivery Service and Non-Availability 

1. The delivery shall be made to the delivery address stated by the customer, unless otherwise agreed.
2. With goods that will be delivered via a forwarding agent, the delivery shall be made “free curbside” that is to say to the delivery address’ closest public curbside, unless stated otherwise in the online shop delivery information and/or unless otherwise agreed. 
3. Should part of the goods be temporarily not available, Agria shall send the customer first the available article of the order. The articles to be sent in addition shall be sent separately as soon as possible without additional shipping costs.
4. If Agria stipulated delivery periods and were they made the basis of the placing of the order, such periods shall be extended in cases of strike and in cases of force majeure, in fact, for the period of the delay. The same shall apply if the customer does not fulfill with possible cooperation obligations.
5. The start of the delivery time stipulated by Agria shall require the clarification of all technical questions.

6. Compliance with our delivery obligation shall furthermore require timely and proper compliance with the customer’s obligations. The right to object shall remain reserved with regard to non-fulfilment of the contract.
7. If Agria does not accept an order, because, as an exception, an item ordered by the customer is no longer available, Agria shall inform the customer accordingly without delay. In this case, Agria shall reimburse possible payments made.
8. If the customer acts as an entrepreneur, risk of accidental loss and accidental impairment of the goods sold shall transfer to the customer as soon as Agria has delivered the goods to the forwarding agent, carrier, or the person or institution otherwise designated to execute the delivery, unless otherwise agreed.
9. If the customer acts as a customer, the risk of accidental loss and accidental deterioration of the goods bought transfers in principle only with the delivery of the goods to the customer or an authorized recipient. Differing from this, risk of accidental loss and accidental deterioration of goods bought shall transfer to the customer also with consumers as soon as Agria has delivered the goods to the forwarding agent, carrier, or to person or institution otherwise designated to execute the shipment, if the customer engages the forwarding agent, carrier, or otherwise person or institution designated to execute the shipment and the seller has not introduced this person or institution to the customer beforehand.

IV. Not accepted and not collected packages, delay in acceptance  

1. Agria shall reserve the right to charge 39.90 euros for costs incurred for packages that have not been accepted or collected (f. e. for processing, packaging, freight). Agria shall not have such a right, if the customer can prove to Agria that Agria does not have incurred any expenses or only a very small amount. Equally the customer does not have to pay for any expenses for not accepted or not collected packages, if the customer has stated its withdrawal from the contract toward Agria at the point in time of the delivery of the goods to the customer or the package shop designated by the customer. Relevant point in time shall be the sending of the withdrawal.
2. If the customer is in default of acceptance or if it violates other cooperation obligations culpably, Agria shall be entitled to demand compensation for damage thus incurred, including possible additional expenses. Additional claims and rights shall be reserved.
3. Risk of accidental loss or of accidental deterioration of the purchased item shall transfer to the customer at the point in time when the customer will be in default of acceptance or of payment.

V. Prices and shipping costs 

1. At the point in time of the order, the list prices in euro shall apply as they have been presented on the website and in the pricelist at the point in time of the order. The statutory sales tax will be included respectively and will be indicated separately on the invoice.
2. with new customers, we shall reserve the right to limit the number of goods ordered or the total amount of the order.
3. Unless otherwise specifically agreed, prices shall be ex-factory, including loading at the factory, however excluding transportation insurance, packaging and unloading. At the request of the customer, we will cover the delivery by a transportation insurance; costs incurred in this regard shall be borne by the customer.
4. A deduction of a discount shall require a special agreement in writing.

VI. Payment conditions 

1. The purchase price shall be due for payment with the acceptance of the order by Agria. The statutory regulations with regard to the consequences of non-payment shall apply.
2. During the time of the non-payment the purchase price shall accrue interests. The default interest for the consumer shall be 5 per cent point above the base interest rate p.a. (§ 13 BGB) [Section 13 of the CC – BGB – Bürgerliches Gesetzbuch – Civil Code] and for entrepreneurs 9 percent points above the base interest rate p. A. (§ 14 BGB) [Section 14 CC].
3. Payment shall be made by transfer of the total amount (calculated based on the indicated purchase price plus VAT and incidental shipping costs) into Agria’s account: IBAN: DE75 6209 1600 0040 3000 05 BIC/SWIFT: GENO DES1 VMN. We don't accept cheques.

VII. Setoff, retention

The customer shall only have the right to a setoff if his counterclaims will have been lawfully determined or if they have been acknowledged by the seller. Moreover, he shall be only entitled to exercising a right of retention to the extent his counterclaim is based on the same contractual relationship.  

VIII. Assignment

Agria shall reserve the right to assign its purchase price claim due that occurred in connection with its delivery of goods to a third party or to pledge it.

IX. Retention of title

1. Until the complete satisfaction of the purchase price claim by the customer the delivered goods shall remain Agria’s property.
   For entrepreneurs next to Section 9 number 1, Section 9 numbers 2 to 8 shall apply:
2. The customer shall be entitled to resell the reserved goods in regular business operations without disclosure of the already existing retention of title. It itself may agree to a retention of title without the reserved property thus being assigned to the customer. The customer shall not be entitled to other dispositions, particularly not to a pledge or a security transfer.
3. A claim of the customer for a further sale of the reserved goods with all its ancillary rights shall already now be assigned to Agria to its full extent. If the reserved goods are sold by the customer together with other goods that are not Agria’s property, only a claim in the amount of Agria’s invoiced amount shall be assigned. 
4. If the goods belonging to Agria are sold following their combining, mixing or processing with other goods the assignment shall only be made in the amount of Angria’s co-ownership in the item or the stock sold.
5. If the retained goods are used for the fulfillment of a work or service contract or for a work and labor contract, the customer’s claim arising from it shall be assigned to Agria to the same extent as determined for further sale. The assigned claims shall serve Agria in the same way as a security like the reserved goods.
6. Until further notice and as long as the customer is not in default, the customer shall be entitled to collect claims assigned to Agria.
7. The customer shall be obliged to treat the purchased item with care; it is obliged in particular to insure this adequately at its own expense to cover the replacement value against fire water and theft. To the extent that maintenance and inspection work will be required, the customer shall have to carry these out at his own expense in a timely manner.
8. With regard to pledges or other interference by a third party, the customer will have to inform us in writing without delay so that we are able to file a suit pursuant to Section 771 ZPO [Zivilprozessordnung – Civil Procedural Code]. To the extent a third party will not be in a position to reimburse us for the judicial and extra-judicial costs the customer shall be liable for our loss.

X. Liability for defects

1. For consumers, the following shall apply:
   The statute of limitations for claims for defects with regard to used goods shall be one year from the delivery of the goods to the customer. This shall not apply to:  

a) items that have not been used in accordance with their usual purpose for a building and have caused its defectiveness,

b) damage arising from injuries to life, body, or health that are due to a seller’s willful or negligent violation of duty or due to a willful or negligent violation of duty of the seller’s legal representative or agent,

c) other damages due to the seller’s willful or negligent violation of duty or due to a willful or negligent violation of duty of the user’s legal representative or agent, as well as

d) the case that the seller has maliciously concealed the defect. 

In other respect, the statutory provisions shall apply 

2. For entrepreneurs, the following shall apply:

a) A minor defect shall not establish claims for defects.

b) Insofar as the purchased item is defective, Agria shall be obliged, at its choice, to a subsequent performance in form of a correction of defects or to a delivery of a new defect-free item. In case of a subsequent performance, Agria shall bear the required expenses only up to the amount of the purchase price. 

c) If the subsequent performance fails the customer shall be entitled, at its choice, to demand a withdrawal or a reduction.

d) Agria’s processing of a customer’s report as to a defect of quality shall only lead to a suspension of the limitation period to the extent the legal prerequisites for this exist. A renewal of the limitation period shall not be launched by this. A subsequent performance can only have an influence on the limitation period of the defect that caused the subsequent performance (new delivery or subsequent performance).

e) Claims due to a material defect shall expire within one year from the start of the statutory limitation period. The statutory limitation periods for a recourse claim shall remain unaffected according to Sections 478, 479 BGB. The same shall apply to the extent the law prescribes extended periods of limitation pursuant to Section 438 Para. 1 no. 2 BGB or Section 634a Para. 1 no. 2 BGB, with a willful or negligent violation of duty on Agria’s part, with a malicious concealing of a defect as well as in cases of injury to life, body, or health as well as for claims based on the product liability law.

XI. Liability

Agria shall be liable to the customer with regard to all claims arising out of all contractual, quasi contractual and legal, also tortious claims for damages and expenses as follows:

1.     The seller shall be liable based on any legal grounds without limitations 

a) in case of premeditation or gross negligence,

b) in case of premeditated or negligent injuries to life, the body or health,

c) due to a guarantee promise to the extent not otherwise provided,

d) due to a mandatory liability pursuant for example to the product liability law.

2.   If Agria violates an essential contractual obligation negligently, the liability shall be limited to the foreseeable damage typical for the contract, unless an unlimited liability will exist pursuant to the preceding number. Essential contractual obligations are obligations the contract imposes on the seller according to its content and for the obtainment of the purpose of the contract, the fulfilment of which makes the proper execution of the contract only possible and on whose fulfilment the customer may ordinarily rely.

3.   Any other liability shall be precluded.

4.   The above specified liability provisions shall also apply with regard to Agria’s liability for its vicarious agents and legal representatives.

XII. Exemption from third party product liability claims

The customer may not alter the goods, in particular it will not remove or change existing warnings regarding the dangers of improper use of the contractual goods. Moreover, it is obligated upon commercial further sale to provide the operational manual and the machine passport. Upon violation of any of these obligations the customer shall exempt Agria internally from any third party product liability claims to the extent the customer is responsible for the defect causing the liability (in particular instruction errors).

XIII. Software usage 

1. To the extent software is part of the scope of delivery, the customer will be, upon complete payment, granted a non-exclusive right to use for the continual use of the delivered software, their documentation included, for the contractually foreseen purpose, unless otherwise agreed. The software will be provided for the use for the delivered items intended for it. A use of the software with one or more systems shall be prohibited.
2. Within the framework of the scope of delivery, the customer may only copy, edit, transpose, or convert the delivered software from the object code to the source code to the legally permitted degree (Sections 69 a et sequitur UrhG [Urhebergesetz –Copyright Law]). The customer shall oblige itself not to remove or alter manufacturer information and/or information by Agria – especially information on existing property rights - without Agria ‘s prior explicit consent.
3. All other rights to the software and to the documentations, copies included, shall remain with Agria and with the software manufacturer. The granting of sub-licences shall not be permitted.

XIV. Miscellaneous

1. The Law of the Federal Republic of Germany shall apply with exclusion of the UN purchasing law. This choice of law shall only apply insofar as non-mandatory legislation on consumer protection of the country in which the consumer has its intended residence at the point in time of its order will not be revoked by it.
2. If the customer is a business man, legal entity of public law or of special funds under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the competent court of Agria's domicile 74219 Möckmühl.
3. Changes of this agreement shall require written form. The requirement of the written form shall also require written form. Priority of – also an oral – individual agreement pursuant to Section 305b BGB shall remain unaffected.
4. Agria shall deliver according to these terms and conditions. The customer’s terms and conditions shall not be applicable.

Agria-Werke GmbH, Möckmühl, as of: 03/17/2017