Terms and Conditions of Futuro Farming GmbH
Area of Application
These General Terms and Conditions shall apply exclusively to all deliveries and services of Futuro Farming GmbH. This shall also apply to subsequent orders, irrespective of whether express reference is made to these terms and conditions again in the individual subsequent transaction. Deviating terms and conditions of the purchaser shall not become part of the contract unless they are expressly accepted by Futuro Farming in writing.
The offers are non-binding and subject to change. By ordering goods, the customer bindingly declares that he wishes to purchase the ordered goods. Orders of the customer shall only be deemed accepted by a written order confirmation, unless the acceptance of the order has been indicated by action. The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery. The customer will be informed immediately about the non-availability of the service. Any consideration already paid shall be refunded without delay, unless a replacement transaction is concluded with the customer.
Unless otherwise agreed, prices are quoted net (excl. VAT) and EXW (Ex Works Incoterm, ex works, without shipping, without insurance, without customs clearance). Special additional work agreed upon, such as assembly work or additional shipping services, which go beyond the services included in the contract and included in the purchase price, shall be invoiced separately. In the case of continuing obligations Futuro Farming reserves the right to change the prices, which will be announced with reasonable notice, unless otherwise agreed.
The delivery and commissioning dates stated by Futuro Farming are not binding unless expressly agreed otherwise in writing. If Futuro Farming is unable to meet the agreed delivery or commissioning dates despite all efforts, the customer shall grant a reasonable period of grace for subsequent delivery and may only assert rights under the contract after expiry of the period of grace. The grace period must be at least 6 weeks, calculated from the date of receipt of the written notice of default. Delays in delivery and performance due to force majeure and/or due to events that significantly impede delivery, in particular in the case of official orders, even if they occur at suppliers, shall not be held responsible even in the case of bindingly agreed deadlines and dates.
Terms of payment, default in payment, set-off
Unless otherwise agreed in writing, invoices are to be paid by the customer in euros and in advance before delivery of the goods. Invoices are to be paid by the customer without deduction within 14 days of receipt of the invoice at the latest. The customer shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or acknowledged by Futuro Farming by written declaration.
Transfer of risk
The risk of having to pay the price despite loss or damage to the goods shall pass to the customer when the goods are handed over to the customer. In the case of carriage or shipment, the risk shall pass to the customer upon commencement of the carriage or shipment. The Incoterms as amended from time to time shall be authoritative for trade clauses.
Notice of defects, warranty, guarantee
The customer shall carefully inspect the delivered goods for completeness and defects immediately upon receipt. He shall notify us in writing of any obvious defects in the goods or the work that are recognizable upon inspection within a period of 14 days after delivery or acceptance and shall describe the defect notified in detail. Timely dispatch shall be sufficient to meet the deadline. If the customer fails to make a proper and/or timely complaint, the delivered goods shall be deemed to have been approved. Hidden defects, which were justifiably not detectable within the aforementioned period, must be claimed immediately after their detection within the warranty period. The customer shall bear the full burden of proof for all prerequisites of a warranty claim, in particular for the defect itself, for the time of detection of the defect and for the timeliness of the notice of defect. As a matter of principle, the written product description shall be deemed agreed as the quality of the goods or the work. Public statements, recommendations or other verbal advertising shall not constitute a contractual statement of quality. In the event of justified complaints made in due form and time, the customer shall have the choice of either replacing the defective goods free of charge against return by goods free of defects, repairing the defective goods in due form or granting the customer a reduction of the agreed price to be determined by mutual agreement. By rendering one of the aforementioned services Futuro Farming shall have fulfilled its warranty obligations in full. In particular, the warranty does not cover such damage and defects for which the customer is responsible, such as damage caused by natural wear and tear or improper handling or operation. Unless otherwise stipulated in these terms and conditions, warranty claims shall expire at the latest two years after delivery of the goods or acceptance of the work. Warranties are not granted unless they are expressly stated in writing in the contract and accepted by us.
Retention of Title
Futuro Farming retains title to the delivered products until the purchase price has been paid in full and all current account receivables have been settled. The goods subject to retention of title may not be pledged, transferred by way of security or otherwise encumbered with the rights of third parties. Any pledges or other encumbrances must be reported immediately. The customer is entitled to resell the goods and to combine them with other movable goods in the ordinary course of business as long as he is not in default of payment. If Futuro Farming’s ownership should cease as a result of combination with other movable items, the authorised dealer undertakes already now to provide Futuro Farming with co-ownership taking into account the ratio of the respective values of the combined items to each other. The customer shall ensure that Futuro Farming’s retention of title remains in force as far as possible and hereby assigns to Futuro Farming the purchase price claim of the goods against its customers in the full amount or in the amount attributable to the co-ownership share. Futuro Farming hereby accepts the assignment. After the assignment, the customer shall be authorized to collect the claims. Futuro Farming reserves the right to collect the claim itself as soon as the customer does not duly meet its payment obligations and is in default of payment. In this case, the customer shall, at Futuro Farming’s request, name the relevant purchasers of the goods, hand over to Futuro Farming the documents required to assert its rights and inform the purchasers of the assignment. In the event of breach of contract by the customer, in particular in the event of non-payment of the purchase price due, Futuro Farming shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the customer does not pay the purchase price due, Futuro Farming may only assert these rights if Futuro Farming has first unsuccessfully set the customer a reasonable deadline for payment or if setting such a deadline is dispensable according to the statutory provisions. If the realizable value of the securities exceeds Futuro Farming’s claims by more than 10%, Futuro Farming shall release securities of Futuro Farming’s choice at the customer’s request.
Severability clause and amendments to the terms and conditions
Should individual provisions of these terms and conditions be invalid or unenforceable, this shall not affect the validity of the remaining terms and conditions. Additional or deviating agreements must be made in writing and shall only then become part of the Terms and Conditions.
Place of performance, place of jurisdiction, applicable law
The place of performance and jurisdiction for any legal disputes is the registered office of Futuro Farming in 93053 Regensburg, Germany. This place of jurisdiction is exclusive, but Futuro Farming is also entitled to bring an action before the court at the contracting party’s registered office. In the sense of a choice of law (cf. Art. 3 para. 1 Rome I Regulation), the contractual relations shall be governed by the law of the Federal Republic of Germany to the exclusion of the conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
As of February 2021