§ 1 Scope of Application

1. The following conditions apply to all our deliveries, services and offers in business dealings with entrepreneurs (§ 14 (1) BGB – German Civil Code), as well as legal entities under public law and special funds under public law.

2. Any agreements deviating from these terms and conditions shall only be valid if expressly confirmed by us in writing or in text form.

§ 2 Conclusion of Contract

1. Our offers regarding quantity, packaging, prices and delivery times are always non-binding and revocable until orders have been confirmed by us in writing and/or the order has been executed.

2. Oral agreements require written or at least text form confirmation in order to be valid.

§ 3 Delivery, Transfer of Risk, Delay

1. The rules of the Incoterms® apply to the transfer of risk. If no Incoterms are agreed, the place of loading shall be deemed the place of transfer of risk.

2. Delivery shall be made within the agreed delivery times at the seller’s discretion. If the delivery period covers several months, delivery shall be made in approximately equal monthly installments. Working days are Monday to Friday; statutory or customary local holidays as well as 24 and 31 December are not considered working days.

3. Delivery may also be made from locations other than those specified in the contract if this is expedient for production, storage or sales reasons. Any additional costs shall be borne by the seller; any savings shall benefit the seller.

4. The seller is entitled to refuse performance of the contract if:
   a) after conclusion of the contract, there is a significant deterioration in the financial circumstances of the buyer or the seller becomes aware of circumstances that jeopardize the seller’s claim to payment, unless advance payment is made or suitable security is provided;
   b) the buyer is in default with acceptance of a delivery or with payment under any contract concluded with the seller;
   c) the buyer’s business is liquidated, transferred, relocated abroad or undergoes a change of legal form after conclusion of the contract, and justified doubts arise as to performance of the contract, unless advance payment or security is provided.

5. The seller may at any time deliver goods equivalent to those ordered, unless otherwise agreed.

6. Force Majeure: The seller shall be released from the obligation to comply with contractual delivery periods insofar and as long as circumstances arise at home or abroad that significantly hinder or render performance impossible (e.g. war, civil unrest, strikes, epidemics, natural disasters, energy crises, governmental measures). In such cases, delivery times shall be reasonably extended; if the hindrance lasts longer than three months, either party may withdraw from the contract with respect to the affected part.

7. If the seller is in default, the buyer may claim damages after expiry of a reasonable grace period.

§ 4 Quality and Defects

1. Information in specifications or samples is for description purposes only and does not constitute a guarantee of properties. In the absence of specific agreement, goods shall be of merchantable quality.

2. Sales by sample are deemed type samples; customary deviations are permissible.

3. The buyer is obliged to check the suitability of the goods for the intended use before processing. § 377 of the German Commercial Code (HGB) applies.

4. In the event of a timely and justified notice of defects, the seller may, at its discretion, remedy the defect (replacement delivery) or withdraw from the contract. A price reduction is possible to the extent permitted by law.

§ 5 Prices, Payment, Default

1. All prices are net prices plus statutory VAT and any incidental and transport costs, unless otherwise agreed.

2. Invoices are due immediately upon receipt without deduction, unless expressly agreed otherwise.

3. In the event of default, the buyer shall owe interest at 9 percentage points above the base rate as well as a lump sum of €40 (§ 288 (5) BGB). Further damages remain reserved.

4. The buyer may only offset claims that are undisputed or have been finally adjudicated. The right of retention exists only for claims arising from the same contractual relationship.

§ 6 Damages / Liability

1. The seller shall be liable for intent and gross negligence. For simple negligence, the seller shall only be liable for breach of essential contractual obligations (cardinal obligations), limited to typical, foreseeable damages.

2. Liability for injury to life, body or health, as well as under the German Product Liability Act, remains unaffected.

3. Claims of the buyer arising from this contractual relationship shall become statute-barred 12 months from the statutory commencement of the limitation period, except in cases of § 438 (1) nos. 1 and 2 BGB, §§ 478, 479 BGB, and in cases of intent, gross negligence or fraudulent concealment.

§ 7 Retention of Title

1. The goods delivered shall remain the property of the seller until full payment of all claims has been received.

2. Processing, combination or mixing of goods shall always be carried out for the seller, who thereby acquires (co-)ownership rights.

3. Claims arising from resale are hereby assigned to the seller in advance.

4. The buyer may only resell goods subject to retention of title in the ordinary course of business.

5. In the event of default of payment or suspension of payment, the right to further processing or resale shall automatically expire.

§ 8 Applicable Law, Place of Jurisdiction

1. Unless otherwise stipulated in these GTC or the contract, the Uniform Conditions in the German Grain Trade shall apply additionally.

2. In the event of conflicts between these GTC and the Uniform Conditions in the German Grain Trade, the provisions of these GTC shall prevail.

3. Otherwise, the statutory provisions of the Federal Republic of Germany, in particular the BGB and HGB, shall apply. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

4. The place of jurisdiction shall be Mannheim, to the extent legally permissible.

5. The place of performance shall be the place of loading or the seller’s registered office.

§ 9 Final Provisions

1. Amendments or supplements to these conditions must be made in text form.

2. Should individual provisions be invalid, the remainder of the contract shall remain valid.