§ 1 General – area of application

1. 1. These terms and conditions apply to all current and future business relations.
2. 2. “Consumer(s)” in these general terms and conditions are natural persons with whom business relationships are entered into but to whom a commercial, self-employed or free-lance activity cannot be assigned. “Company/companies” in these general terms and conditions are legal entities or natural persons or partnerships with legal capacity with which business relationships are entered into and which exercise a commercial, self-employed or free-lance activity. “Customers” in these general terms and conditions may be both consumers as well as companies.
3. 3. Differing, opposing or supplementary general terms and conditions shall not be part of this agreement unless their applicability has been expressly agreed to in writing.

§ 2 Conclusion of contract

1. 1. Our offers are not binding. Technical changes as well as changes in any of one or a combination of following are hereby considered to be subject to change and within the scope of these terms and conditions: shape, size, colour, weight and dimensions.
2. 2. With the order of goods, the customer accepts the obligation to acquire the goods that have been ordered. We reserve the right to accept the offer included in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivery of the product.
3. 3. Where orders are placed electronically, we shall promptly confirm receipt of the order within 48 hours. This confirmation of receipt shall not constitute a binding acceptance of the order. Confirmation of receipt can be combined with a declaration of acceptance.
4. 4. The contract is subject to correct and on-time delivery by our suppliers. The customer will be informed immediately if a product is out of stock. Any costs resulting directly from that order will be paid back immediately to the customer.
5. 5. If the customer orders via email, the text of the contract will be stored and may be requested by the customer together with these terms and conditions, which will be sent via email.

§ 3 Reservation of title

1. 1. In the case of contracts with consumers we retain ownership of the product until full payment has been made. In the case of contracts with companies, we retain full ownership of the goods until the company has fully paid all claims arising from the business relationship.
2. 2. The customer is bound to handle the goods with adequate care. In particular, the assembly instructions provided with the goods are to be carefully followed. As far as required maintenance or upkeep is concerned, the customer is bound to undertake these regularly at their own expense.
3. 3. The customer is obligated to notify us without delay in the event of any seizure of the goods by any third party, as well as in the event of any damage to or destruction of the goods. If the ownership of the goods changes or if the primary address of the customer changes the customer is obligated to inform us immediately.
4. 4. We reserve the right to rescind this contract and demand return of the goods in the case that the customer does not faithfully fulfil the articles of these terms and conditions, specifically default of payment and articles 2 and 3. The goods are to be returned immediately upon receipt of a request to do so free of any shipment charges.
5. 5. The company is entitled during the proper course of business to resell the goods. The company herewith assigns to us all accounts receivable from a third party which accrue through the resale to the extent of the invoice sum. We accept this assignment. Following assignment, the company is authorised to recover the outstanding account. We reserve the right to collect on the claim ourselves, as soon as the company is in default of payment and goes into arrears.
6. 6. The handling and processing of the goods by the company shall always take place in our name and on our behalf. If processing is undertaken with articles which do not belong to us, we acquire co-ownership of the new item to the extent of the value of the commodity supplied by us in relation to the otherwise processed goods. The same shall be valid for goods which are mixed with other products not belonging to ourselves.

§ 4 Right to rescind distance contracts

1. 1. The consumer has the right to rescind their declaration of intent to finalise the contract within two weeks of the receipt of the goods. This rescission does not require justification and must be declared in writing or by the return of the goods; returning the goods within the stipulated period constitutes fulfilment of contractual obligations. The right of rescission does not apply to shipment of goods that have been prepared to customer specifications or that have been clearly tailored to meet their specific needs, or that due to their nature are not suited for return shipping, such as goods that would rot or spoil quickly.
2. 2. If the consumer exercises the right to rescission, the consumer is obligated to return the product if the goods can be sent in a parcel. Any costs resulting from the return shipment of the goods in the case of rescission shall be borne by the consumer if the amount of the order is less than € 40, unless the goods ordered by the consumer are not the same as the goods delivered. If the amount of the order exceeds € 40 the consumer is not liable for return shipping costs.
3. 3. The consumer is obligated to pay compensation for any deterioration of the goods resulting from their use according to the terms of the contract. The consumer may inspect the goods closely and carefully. The consumer must bear the cost of depreciation resulting from use beyond mere inspection that results in the goods no longer being saleable as “new”.

§ 5 Reimbursement

1. 1. The purchase price offered is binding. Rebates or discounts will be given only upon written agreement. The sales tax for consumers is included in the purchase price, for companies the valid prices are those listed plus the current VAT. All prices are ex works or ex stock.
2. 2. No additional charges will accrue to customers ordering by means of long distance communications.
3. 3. We ship to consumers or new business customers only after payment in advance. We accept payment via bank transfer or by other means upon arrangement.
4. 4. Prices in Euros apply exclusively to packing at the yard. The purchaser can be billed for packing at the cost price of packing materials and labour.
5. 5. Delivery will be made via freight forwarding, post office or truck.
6. 6. The customer has the right to offset only in the event the customer’s counterclaims are either awarded an unappealable ruling or are recognized by us. The customer can exercise the right to retention only if the customer’s counterclaim resulted from the same contractual relationship.

§ 6 Delivery

1. 1. The customer can be charged the cost price of materials and labour for packing materials, which do not have to be taken back by us.
2. 2. Delivery will be made via truck, post office or freight forwarding, according to size and quantity, whichever is the most cost effective.
3. 3. Force majeure releases us from the obligations of the purchase contract without the purchaser having recourse to damage claims. Defined as force majeure is any event originating from without and exhibiting no connection to business operations that cannot be averted with even the most extreme, reasonably expected caution.

§ 7 Transfer of Risk

1. 1. If the customer is a company, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser when the goods to be shipped are turned over to the haulage contractor, the carrier or other person or institution commissioned with the dispatch.
2. 2. If the customer is a consumer, the relevant legal provisions apply.

§ 8 Defects

1. 1. If there is a defect in the item purchased, the customer may request as a remedy either that the defect be rectified or that a defect-free item be delivered. Notwithstanding article 275 of section 2.3 of the German Civil Code, we still have the right to reject without prejudice the type of remedy elected by the customer when such remedy will result in disproportionate costs to us. In this case the customer's claim is limited to another type of remedy; but our right to refuse that type of remedy too remains unaffected if it also will result in disproportionate costs to us.
2. 2. If the elected remedy is the elimination of the defect, then we are entitled to an adequate period of time in which to attempt to rectify the defect. Twenty calendar days will be considered an adequate period of time to make the repair.
3. 3. If the attempt to remedy the defect fails, the customer may choose either a reduction of payment (deduction) or a cancellation of the contract (rescission). In case of only a minor infringement of the contract, especially in the case of only minor defects, the customer has no right of rescission.
4. 4. Companies have two weeks after receipt of the goods to make a written declaration of obvious defects to us; otherwise any enforcement of the warranty claim will be excluded. Returning the goods within the stipulated period constitutes fulfilment of contractual obligations. The company bears the full burden of proof for all conditions under which claims can be raised, particularly for the defect itself, for the time when the defect was discovered and for the timeliness of the notification of the defect. Consumers must advise us in writing of obvious defects within a time limit of 2 weeks following the determination of the condition of the goods that is in violation of the contract. The arrival of the notification is decisive in determining if the time limit is being observed. If the consumer fails to send this notification, the consumer’s warrantee rights will lapse two months following detection of a defect in the goods. This provision does not apply in case of fraudulent intent of the seller. The consumer bears the burden of proof for the time the defect was detected. If the consumer was induced to purchase the item by false statements made by the manufacturer, the consumer bears the burden of proof for his decision to make the purchase. The consumer bears the burden of proof for the defectiveness of used goods.
5. 5. If after a failed attempt to rectify the defect the customer chooses rescission of the contract because of defect of title or material defect, the customer is not entitled to any additional claim for damages because of the defect. If after a failed attempt to remedy the defect the customer elects compensation for loss suffered, the goods will remain with the customer if this is acceptable to him. Compensation for loss suffered is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have violated the contract with fraudulent intent.
6. 6. If a customer wrongly submits a notification of defect, then we have the right to demand that the customer reimburse us for costs we incur.
7. 7. The warrantee time limit for companies is one year following delivery of the goods. The warrantee time limit for consumers is two years following delivery of the goods. These time limits do not apply to perishable goods or other goods that may naturally rot or decay, and to which these time limits would not apply in the first place. The period of limitation for used items is one year following delivery of the goods. These time limits do not apply to perishable goods or goods that naturally rot or decay, and to which these time limits would not apply in the first place. Nor do they apply if the customer has not reported the defect to us in time.
8. 8. If the customer is a business, then as a general rule only the manufacturer’s product description is considered to be the agreed upon description of the nature of the goods. The manufacturer's public statements, praise or advertisements, on the other hand, do not constitute a description of the nature of the goods as stipulated in the contract.
9. 9. If the customer receives defective assembly instructions, we are only obligated to provide error free assembly instructions and this only then when the defect in the assembly instructions is an obstacle to proper assembly.
10. 10. We do not provide the customer guarantees in the legal sense of the word. We generally do not guarantee that any kind of seed mixes we deal in or integrate into our products will germinate or grow. Our range of offers includes standard mixes as well as RSM grass seed mixes. The germination performance of all of our mixes has been tested by the manufacturer under optimal conditions specific to the particular seed mixture. Should the seed fail to germinate, the customer is obliged to show proof that he has provided optimal conditions both before and during the expected germination period. Manufacturer’s guarantees remain unaffected by this.

§ 9 Liability Limitations

1. 1. In case of a breach of obligations by us or by our agents caused by simple negligence, our liability is limited to typical contractual and foreseeable damages. We are not liable to companies for minor negligent violations of non-essential contractual obligations.
2. 2. The above liability limitations do not pertain to customer product liability claims. Furthermore, the liability limitations do not apply to damages to life, body or health of the customer that are attributable to us.
3. 3. Customer damage claims arising from a defect expire in one year following delivery of the goods. This does not apply when we can be accused of gross negligence in a case of damages to life, body or health of the customer that are attributable to us.

§ 10 Final Provisions

1. 1. This agreement is subject to the law of the Federal Republic of Germany. The provisions of UN commercial law shall not apply.
2. 2. If the customer is a merchant, a person in law or a special estate in public law, the exclusive place of litigation for all disputes arising from this contract shall be Schwedt/Oder. The same applies if the customer has no place of general jurisdiction in Germany or the abode and/or usual residence is not known at the time the legal proceedings are instituted.
3. 3. If individual provisions of this contract with the customer, to include these General Terms and Conditions, should be or become totally or partly inoperative, the validity of the remaining terms shall not be affected, and in that case the particular statutory regulation will apply.

§ 11 Severability Clause

Should individual provisions of this contract be inoperable or inexecutable or become inoperable or inexecutable after the contract has been concluded, the validity of the rest of the contract will not be affected. The inoperable or inexecutable provision should be replaced by a valid and operable one that will come as close as possible to achieving the same economic aims that the contracting parties had pursued with the inoperable or inexecutable provision. The foregoing provisions will apply in the event the contract turns out to be incomplete. Article 139 of German Civil Code does not apply.

Status: 30.03.2008