Terms of Agrapet Agrarhandel GmbH & Co. KG
1. For contracts with Agrapet Agrarhandel GmbH & Co. KG apply in the following order
- the written conditions
- our general terms and conditions
- the annexed to this treaty specific product conditions
- the listed, referenced form contracts
2. We reject conflicting general terms and conditions and individual conditions, whether they are received before sending our conditions or subsequently with us. The validity of a general exercise or a usage by us is expressly rejected even if multiple or repeated conditions of the contractor have been agreed.
3. Special conditions in the latest version
A) General conditions in German grain trade
B) General conditions in German grain trade subsequent to the original import contract
C) General conditions in German grain trade subsequent to the oil mill conditions of the mill
D) Hamburger feed end certificates
4. This agreement alone is decisive and binding as the basis of the specified business. Counter-confirmations of the contract partner and broker final bills are not relevant for this contract and the execution of the contract. Made agreements and arrangements at time of contract are only valid if they have been confirmed by us. Counter-confirmations by the other party are invalid.
5. This contract is concluded on condition of undiminished creditworthiness of the contractual partner. Unsatisfactory information, deterioration of financial circumstances of the contracting party and other after conclusion become known circumstances which no longer appear to justify a credit in our view, we are entitled to rescind the contract without setting a deadline or to demand at our discretion advance payment or other securities. The contractual partner is hereby committed to give us immediate notice if his assets or payment conditions undergo a hazardous deterioration that endangers the purchase price receivable. Should we incur financial damages due to a withdrawal from the contract, for example Difference Day / contract price, the contractual partner is fully liable for this damage. This legal consequence is excluded for contracts in which we created an advantage. It remains up to us alone, when assets worsening of the contracting party where noted that existing contracts are met and for which contracts we will make use of a possibly contract cancellation.
6. The payments must be made by the contractor so that we get the full value for the delivered goods in lossless checkout. Checks or bills are only accepted on account of performance. We may refuse to accept checks / bills of exchange and demand immediate cash less discount for already checks received / change mitigation in the credit worthiness of the contractual partner. In the collection of a bill or check is no moratorium pledge. In case of nonpayment we charge the default interest in the amount of the usual bank rates for KK-loans, without requiring a special reminder. For restraint of the purchase price to offset or deductions, no matter of what kind, the contractor is not entitled. Partial payments equal non-fulfillment of payment and authorize us to proceed in accordance with paragraph 5. Approximately taken deferral agreements are not agreed if the referred to in paragraph 5 circumstances arise.
7. The delivery of the goods takes place under retention of title according to § 455 BGB with the following extensions:
A. The commodity remains solely our property (reserved goods) until the complete payment (see point 6) of all claims, including future claims (principal and subsidiary claims) from the business relationship. Withholding or counterclaims of the contracting party are not permitted and do not touch the retention of title.
B) As long as our property right exists in the goods supplied, they shall be insured by the contractor against loss and impairment, against fire, theft and water damage and transport hazard. The contractor is liable in full for any kind of impairment suffered by the goods delivered.
C. The transfer of ownership of the contracting party to the reserved goods according to § 948 BGB by mixing, or § 950 BGB by processing into a new item is excluded. Any processing / mixing by the contractor is therefore carried out for us. The processed goods subject to our security in the value of the retained goods to the retention of title. Mutatis mutandis, the same applies to a new product created by processing or mixing of the goods with other items not belonging to us with the provision that we acquire joint ownership.
D. The contractor shall in advance surrender all rights and claims as they arise to us that incur from the resale of the goods or the goods to which we have co-ownership. The assignment of claims is valid only up to the value of the goods.
E. The contractor is only entitled to mixing / processing of the goods and their resale in the ordinary course of business as long as the conditions set out in paragraph 5 have been met. In the case of a perceived hazardous deterioration of financial circumstances and payment conditions of the contractual partner that endager the purchase price, this permission is automatically terminated. The right to resell the conditional commodity is also subject to the condition that the contractor by contractual Agreement with its subsequent purchaser reserves our rights to the assigned claim and through the exclusion of the retention of the purchase price as well as offsets and deductions of any kind. To dispose of the reserved goods, in particular to pledge or transfer of ownership to others, the contractor is not entitled. Exchange or checks received by him for the reserved goods acquires merely as a proxy for us with the provision that the latter is the owner of the bill or check directly and the other party should have this only as the bailee for us.
F. The contractor is authorized to collect the receivables from the resale despite the assignment. We will not make use of our authority to collect as long as the contractor fulfills its payment obligations. Should the conditions referred to in paragraph 5 no longer exist, the contractor shall refrain from confiscation of any action on the assigned claims; except security measures in favor of us, to which the contractor is explicitly obligated. The contractor is also obligated to inform us on demand of the debtors of assigned claims with a list of quantities of goods delivered, the debtors of the assignment and submit a list of the amounts of goods still on stock by the buyer.
G. The retention of title in accordance with the foregoing provisions shall also continue if individual claims are received by us on his current account and the balance has been drawn and recognized.
H. The contractor is obliged to inform us immediately, if a third party is making or wants to make access to a pursuant to paragraph d) assigned claim.
I. We are entitled to take back the reserved goods at the expense of the contractor, not be regarded as a withdrawal from the contract if the agreed terms of payment are by the contracting party not complied with, as called for default interest, and the like are not paid or inventories, accounts receivable, etc. pledged to others or are provided as security.
J. We are entitled to offset with claims against any counterclaims, even if they are not yet due but already resulting receivables and with the future reaching only to the creation of receivables, excluding its consequent standing against terms of the opposite side.
8. If the Party is behind with delivery / acceptance of the goods or payments, we are entitled without setting a deadline to refuse further deliveries even from independent contracts, and to claim damages for non-performance. Furthermore, we are entitled to make further deliveries from this or another contract dependent on advance and/or other security services. The withdrawal of the contractual partner from the contract as a result is not legal. The same also applies if the purchase price for other reasons appears to be endangered. If the contractor stops payment or if the opening of the judicial settlement or bankruptcy proceedings are applied for or the opening of the judicial bankruptcy proceedings was rejected for lack of or there are other similar circumstances, we have the right to withdraw without notice from all not completely settled and fulfilled contracts and to claim damages for nonfulfillment, see also paragraph 5. In the event of contract cancellation by us, the contracting party is obligated to return the goods delivered at their expense according to our instructions and to refund our investment in freight and other charges.
9. If after year-end - even retroactively – there be an increase in imported freight, duties, taxes or other similar public charges, this additional burden will be borne exclusively by the contractor. This applies in particular to an increase in the free freight in inland waterway transport, with road and rail freight as well as for levies that are available after completion of the transaction or are only well known after completion.
10. For all transactions on cif or fob inland waterways the price is understood as base of normal water freight and open and / or unobstructed waterway. Additional costs to us that arise out of the listed circumstances (KWZ, HWZ, Eisliegegelder, increase in freight rates by shortage of shipping space and the like) shall be borne exclusively by the contractor. This applies to the full extent also to contracts in the so-called broken freight transport, ie on /selling franco or where experience from port by the above circumstances, the pre- and effluent loads increase. For contracts fob or cif all information relating to the performance of harbor fees or costs (bank deposits, etc.) go fully to the contractor. If delivery occurs from a carrier the contractor bears all costs that arise from a lack of timely acceptance of the contractor. If there are no normal conditions of navigation within the settlement period of this contract, this applies to us as the fulfillment obstacle. We are entitled to extend the settlement period until normalization of these conditions, or withdraw from the contract against reimbursement of incurred damages to us (difference contract or daily price etc.). This right stands alone to us and cannot be invoked by the other party.
11. Place of payment resulting from this contract and the court of jurisdiction is the seat of Agrapet Agrarhandel GmbH & Co. KG in Dresden.