General Terms and Conditions

1. Scope  

1.1. The following General Sales and Delivery Conditions apply exclusively; opposing or deviating conditions of the buyer are only binding if we expressly acknowledge them in writing. Our conditions also apply if we carry out the delivery without reservation, knowing of opposing or deviating conditions of the buyer.

1.2. Additions or changes to the contract require written form to be effective. This also applies to a cancellation of this agreement. The same applies to any promises, consultations and statements made by our staff.

1.3. Our General Sales and Delivery Conditions apply only to entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law.

1.4. Our General Sales and Delivery Conditions also apply to all future business with the buyer. 

2. Conclusion of Contract – Hamburg Feedstuff Closing Certificate No. 1 a - Hamburger Futtermittelschlußschein Nr. 1a

2.1. Unless otherwise agreed, our offers are non-binding.

2.2. If these sales and delivery conditions or our sales conclusion do not specify otherwise, the conditions of the Hamburg Feedstuff Closing Certificate No. 1a ("Hamburger Futtermittelschlußschein Nr. 1a) apply in the version valid at the time of contract conclusion.   

3. Delivery  

3.1. The scope and content of the owed delivery are derived from our order confirmation.

3.2. Partial deliveries are permissible. For loose goods, over- or under-deliveries of up to 5% are considered contractually compliant. In the case of call-off purchases with a delivery time of several months, the buyer must call off approximately equal partial quantities each month.   

4. Prices – Payment Terms  

4.1. Unless otherwise agreed, the statutory value-added tax is not included in our prices; it is shown separately on the invoice on the day of invoice issuance.

4.2. Unless otherwise agreed, the respective prices apply ex works or ex warehouse and include packaging for bagged goods.

4.3. The buyer is obliged to make the respective payments according to the specifications in the order confirmation. Unless otherwise agreed, our invoices are due within 8 days from the invoice date – net cash. For immediate payment by direct debit, the buyer receives a 1% discount, provided he has met his other payment obligations. Feed for ruminants, individual feed and trade articles are to be paid immediately net cash upon receipt of the invoice.

4.3.1 The invoice is sent electronically to an email address provided by the buyer for the invoice recipient. If the buyer wishes a postal invoice, this must be communicated in writing. For the postal invoice creation and dispatch, a processing fee of 2.00 € is charged, which is collected with the invoice.

4.4. The buyer only has offsetting rights if his counterclaims have been legally established, are recognized by us or are undisputed. In addition, he is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

4.5. Our employees are only authorized to collect payments if they present a power of attorney validly signed by us. 

5. Liability

5.1. Our delay and defect liability is conclusively regulated in the Hamburg Feedstuff Closing Certificate No. 1 a. However, this does not affect the buyer's claims under the Product Liability Act and the statutory liability for damage resulting from injury to life, body or health.

5.2. For all other claims, our liability for damages is excluded, notwithstanding the following provisions in numbers 5.3 to 5.6.

5.3. In the event of intentional or grossly negligent damage, we are liable in accordance with the statutory provisions. This also applies in the case of simple negligent damage, provided we significantly violate a duty. In all the aforementioned cases - except in the case of our intentional action - the liability is however limited to the extent of the foreseeable, typically occurring damage.

5.4. The statutory liability for damage resulting from injury to life, body or health remains unaffected.

5.5. Insofar as the liability is limited according to the above provisions, this also applies to the personal liability of our employees, workers, representatives, vicarious agents and subcontractors.

5.6. Insofar as tortious claims are asserted against us, the statutory limitation period remains unaffected; however, the buyer is obliged to assert any tortious claims for damages against us in court within a preclusion period of one year after he has gained knowledge of all claim-constituting prerequisites. 

6. Complaints and Sampling

6.1. Defects that can be easily identified with proper inspection must be reported in writing within 7 days of receipt of the goods. For hidden defects, the provision of § 15 of the Hamburg Feedstuff Closing Certificate No. 1 a applies.

6.2. In the event of complaints, we are entitled to request further information from the animal keeper about the keeping conditions and the health status of the animals and to demand the presentation of veterinary examinations.

6.3. With regard to sampling, the provision of § 13 para. 1 of the Hamburg Feedstuff Closing Certificate No. 1 a applies. In addition, as part of our quality assurance, we create a retention sample from each production according to our own guidelines for sample drawing and sample creation. The retention samples are sealed and labeled to ensure traceability. The storage period is at least 3 months. The buyer accepts the retention sample procedure practiced by us and recognizes the analysis results created thereafter as equivalent to results with an official sample draw.   

7. Retention of Title

7.1. We retain ownership of all deliveries until receipt of the payments that have already been made between the buyer and us due to the business relationship existing between us at the time of the respective contract conclusion. If a current account relationship is agreed between the buyer and us, the retention of title also refers to the respective recognized balance. The same applies if a balance is not recognized, but a "causal" balance is drawn, for example because the buyer is in insolvency or in liquidation.

7.2. The buyer is entitled to resell the goods delivered under reservation within his regular business operations to third parties. If this happens, however, the buyer is obliged to assign to us already now all claims arising from the resale to his customers. The assignment is limited to the amount of the claim, which has been agreed as the final invoice amount between the customer and us. We accept the assignment. The buyer is entitled to collect this claim as long as he has not fallen into arrears. If this happens, we are entitled to revoke the direct debit authorization; in this case, the buyer is obliged to provide us with all necessary information so that we are able to collect the claim from the customers ourselves. We are entitled to revoke the resale and direct debit authorization if the buyer has run into significant payment difficulties or if an application for insolvency proceedings has been filed.

7.3. If the buyer further processes or feeds the reserved goods delivered by us, this always happens for us. If the buyer also processes or feeds the reserved goods of other suppliers, the reserved ownership that we are entitled to in the further processed product extends proportionally to the amount of the respective open, not compared claims (final invoice amount plus value added tax), as agreed between the customer and us.

7.4. If the reserved goods delivered by us are mixed indistinguishably with other items/objects, we are entitled to their value to the amount of the respective open claim (final invoice amount plus value added tax), as agreed between the buyer and us. To this extent, the buyer grants us co-ownership. He keeps this co-ownership for us.

7.5. If the realizable value of the securities to which we are entitled exceeds the nominal value of our claims by more than 10%, we are obliged to release the corresponding securities at the request of the buyer; we have the choice of which securities to release.   

8. Jurisdiction – Miscellaneous

8.1. All disputes arising from or in connection with this contract are decided, if we so wish, by the arbitration court of the "Association of Grain Traders of the Hamburg Stock Exchange e.V." to the exclusion of the ordinary legal process. We have the right to demand a decision by the ordinary court instead of the decision by the arbitration court in individual cases. The exclusive place of jurisdiction is then our place of business. However, we are also entitled to sue the buyer at his place of residence or business.

8.2. If a legal dispute is unavoidable in a disagreement, we undertake to exercise our right of choice according to number 8.1 even before the process begins at the request of the buyer.

8.3. German law is agreed for all contracts; the provisions of the UN Sales Law are excluded.

Issue date: February 2, 2022