General Terms and Conditions of Sale of Karner Düngerproduktion GmbH
1. Scope
We only recognise any customer conditions that conflict with or deviate from our own terms and conditions of sale if we expressly agree to their validity in writing. These terms and conditions of sale also apply to all future business with the customer.
2. Quantities
The quantities of the goods are to be considered as approximate quantities. Complaints cannot be made about deliveries that contain 5% more of 5% less product that the contracted quantities.
3. Prices, Payment
Unless something to the contrary has been agreed upon in writing, our ex works prices, excluding packaging and plus VAT at the legally applicable rate, apply. The deduction of discounts is only permitted if a special written agreement has been made. Provided that nothing to the contrary has been agreed upon, the purchase price is due immediately upon delivery. Unless a fixed price agreement has been made, we retain the right to make reasonable adjustments to prices of deliveries that made 3 months or more after the conclusion of the contract due to changing labour, material and sales costs.
4. Offsetting, Right of retention
The customer only has the right to offset payments if their counterclaims have been legally established or remain undisputed. The customer may only exercise their right of retention if their counterclaim is based on the same contractual relationship.
5. Delivery
All delivery dates or delivery periods must be stated in writing. In the event of force majeure, strikes, lockouts or significant disruptions in the operations of the seller or their suppliers, through no fault of their own, the agreed upon dates and periods will be modified by the duration of the resulting disruption to the performance of services. If the customer can claim compensation for damages caused by delay, this will be limited to slight negligence on the part of the seller and to a maximum of 10% of the agreed upon purchase price. If the customer also wants to withdraw from the contract and/or claim compensation for damages in place of the performance of services, they must first set the seller a reasonable extended deadline for delivery after the fault occurs. If the seller is no longer able to carry out the delivery, through no fault of their own, they can only be held liable to the extent of the limitations of liability agreed upon above. The seller cannot be held liable for any damages that would have occurred even if the delivery was on time.
6. Acceptance
The buyer is obligate to accept the purchased goods. If they do not accept the purchased goods, the seller can exercise their legal rights. If the seller claims compensation for damages, this can only amount to 10% of the purchase price maximum. The compensation may be lower or higher if the seller is able to prove greater damage or if the buyer is able to prove less damage.
7. Transfer of risk
If the goods are shipped at the request of the customer, the risk of accidental loss or damage of the goods is transferred to the customer once the good are shipped, at the latest when the goods leave the factory/warehouse. This applies regardless of whether the goods are shipped from the place of fulfilment and regardless of who is responsible for covering the freight costs.
8. Reservation of title
We remain owners of the delivered goods until all costs laid out in the delivery contract have been paid in full. This also applies for all future deliveries, even if we do not always explicitly mention this. We have the right to take back the purchased goods if the customers acts in breach of contract. The customer must handle the purchased goods with care until ownership of the goods has been transferred to them. The customer has the right to resell the purchased goods in the ordinary course of business. The customer shall transfer the amount of final invoice agreed upon with us, including VAT, after reselling the goods that we still have ownership off. We will accept this transfer. It applies regardless of whether the purchased goods were sold on with or without processing. The customer still has the right to collect the payment. Our right to collect the payment to cover the amount owed by the customer ourselves remains unaffected by this. However, we will not required a transfer from the resale of goods if the customer has already fulfilled all payment obligations, is not in default of payment and, in particular, has not filed an application to open insolvency proceedings or suspended any payments. Any treatment, processing or transformation of the purchased item carried out by the customer is done on our behalf. In this case, the customers’ expectant rights to the purchased goods shall continue for the transformed articles. If the purchased goods are process with other goods that do not belong to us, we shall acquire shared ownership of the new article in proportion to the objective value of our purchased goods to the other processed goods at the time of the processing. The same applies in the case of intermixing. If the intermixing is done in way that article of the customers is considered as the main article, it is agreed upon that the customer shall transfer proportional shared ownership to us and shall keep the resulting sole or shared ownership for us. The German Law on the Securing of Fertiliser and Seed Supplies (Gesetz zur Sicherung der Düngemittel- und Saatgutversorgung) must be observed here.
9. Warranty, Liability
The customer’s warranty rights require that the customer complies with their inspection and notification duties. Any defect claims shall lapse 12 months after we have delivered the goods. The aforementioned provision do not apply if the law dictates longer time limits. Should the delivered goods be defective despite the utmost care having been taken by us, and if the defects were already present at the time of the transfer of risk, we will either repair or replace the goods at our discretion. We must always be given the opportunity to correct the defect within a reasonable deadline. If the correction is also defective, the customer may withdraw from the contract or reduce payment without us making any claims for compensation against them. No claims for defects can be made if there is only an insignificant deviation from the agreed quality or an insignificant impairment of usability. The customer’s right of recourse against us only exists if the customer has not made any agreements with their client that go beyond the legally binding claims for defects. If the seller is liable for damage caused through slight negligence due to legal conditions in accordance with these provisions, their liability is limited to: Violations of contractually essential duties and damages that are foreseeable at the time of conclusion of the contract. The limitation of liability does not apply in case of damages to life, body and health. Regardless of whether the seller is at fault or not, the liability of the seller with regards to a fraudulent concealment of a defect, the acceptance of a guarantee or procurement risk and under laws on liability for defective products remains unaffected.
10. Miscellaneous
This contract and the entire legal relationship between the two parties are subject to Austrian or German law, excluding the UN-CISG. The place of fulfilment and exclusive place of jurisdiction for any conflicts resulting from the contract is the place where our business is headquartered, unless something to the contrary has been agreed upon in the order confirmation. Should any of the individual provisions of these conditions become void, this does not affect the validity of the other provisions. To replace the void provision, the valid provision that comes closest to the void provision in terms of its economic consequences will be enforced instead.
We only recognise any customer conditions that conflict with or deviate from our own terms and conditions of sale if we expressly agree to their validity in writing. These terms and conditions of sale also apply to all future business with the customer.
2. Quantities
The quantities of the goods are to be considered as approximate quantities. Complaints cannot be made about deliveries that contain 5% more of 5% less product that the contracted quantities.
3. Prices, Payment
Unless something to the contrary has been agreed upon in writing, our ex works prices, excluding packaging and plus VAT at the legally applicable rate, apply. The deduction of discounts is only permitted if a special written agreement has been made. Provided that nothing to the contrary has been agreed upon, the purchase price is due immediately upon delivery. Unless a fixed price agreement has been made, we retain the right to make reasonable adjustments to prices of deliveries that made 3 months or more after the conclusion of the contract due to changing labour, material and sales costs.
4. Offsetting, Right of retention
The customer only has the right to offset payments if their counterclaims have been legally established or remain undisputed. The customer may only exercise their right of retention if their counterclaim is based on the same contractual relationship.
5. Delivery
All delivery dates or delivery periods must be stated in writing. In the event of force majeure, strikes, lockouts or significant disruptions in the operations of the seller or their suppliers, through no fault of their own, the agreed upon dates and periods will be modified by the duration of the resulting disruption to the performance of services. If the customer can claim compensation for damages caused by delay, this will be limited to slight negligence on the part of the seller and to a maximum of 10% of the agreed upon purchase price. If the customer also wants to withdraw from the contract and/or claim compensation for damages in place of the performance of services, they must first set the seller a reasonable extended deadline for delivery after the fault occurs. If the seller is no longer able to carry out the delivery, through no fault of their own, they can only be held liable to the extent of the limitations of liability agreed upon above. The seller cannot be held liable for any damages that would have occurred even if the delivery was on time.
6. Acceptance
The buyer is obligate to accept the purchased goods. If they do not accept the purchased goods, the seller can exercise their legal rights. If the seller claims compensation for damages, this can only amount to 10% of the purchase price maximum. The compensation may be lower or higher if the seller is able to prove greater damage or if the buyer is able to prove less damage.
7. Transfer of risk
If the goods are shipped at the request of the customer, the risk of accidental loss or damage of the goods is transferred to the customer once the good are shipped, at the latest when the goods leave the factory/warehouse. This applies regardless of whether the goods are shipped from the place of fulfilment and regardless of who is responsible for covering the freight costs.
8. Reservation of title
We remain owners of the delivered goods until all costs laid out in the delivery contract have been paid in full. This also applies for all future deliveries, even if we do not always explicitly mention this. We have the right to take back the purchased goods if the customers acts in breach of contract. The customer must handle the purchased goods with care until ownership of the goods has been transferred to them. The customer has the right to resell the purchased goods in the ordinary course of business. The customer shall transfer the amount of final invoice agreed upon with us, including VAT, after reselling the goods that we still have ownership off. We will accept this transfer. It applies regardless of whether the purchased goods were sold on with or without processing. The customer still has the right to collect the payment. Our right to collect the payment to cover the amount owed by the customer ourselves remains unaffected by this. However, we will not required a transfer from the resale of goods if the customer has already fulfilled all payment obligations, is not in default of payment and, in particular, has not filed an application to open insolvency proceedings or suspended any payments. Any treatment, processing or transformation of the purchased item carried out by the customer is done on our behalf. In this case, the customers’ expectant rights to the purchased goods shall continue for the transformed articles. If the purchased goods are process with other goods that do not belong to us, we shall acquire shared ownership of the new article in proportion to the objective value of our purchased goods to the other processed goods at the time of the processing. The same applies in the case of intermixing. If the intermixing is done in way that article of the customers is considered as the main article, it is agreed upon that the customer shall transfer proportional shared ownership to us and shall keep the resulting sole or shared ownership for us. The German Law on the Securing of Fertiliser and Seed Supplies (Gesetz zur Sicherung der Düngemittel- und Saatgutversorgung) must be observed here.
9. Warranty, Liability
The customer’s warranty rights require that the customer complies with their inspection and notification duties. Any defect claims shall lapse 12 months after we have delivered the goods. The aforementioned provision do not apply if the law dictates longer time limits. Should the delivered goods be defective despite the utmost care having been taken by us, and if the defects were already present at the time of the transfer of risk, we will either repair or replace the goods at our discretion. We must always be given the opportunity to correct the defect within a reasonable deadline. If the correction is also defective, the customer may withdraw from the contract or reduce payment without us making any claims for compensation against them. No claims for defects can be made if there is only an insignificant deviation from the agreed quality or an insignificant impairment of usability. The customer’s right of recourse against us only exists if the customer has not made any agreements with their client that go beyond the legally binding claims for defects. If the seller is liable for damage caused through slight negligence due to legal conditions in accordance with these provisions, their liability is limited to: Violations of contractually essential duties and damages that are foreseeable at the time of conclusion of the contract. The limitation of liability does not apply in case of damages to life, body and health. Regardless of whether the seller is at fault or not, the liability of the seller with regards to a fraudulent concealment of a defect, the acceptance of a guarantee or procurement risk and under laws on liability for defective products remains unaffected.
10. Miscellaneous
This contract and the entire legal relationship between the two parties are subject to Austrian or German law, excluding the UN-CISG. The place of fulfilment and exclusive place of jurisdiction for any conflicts resulting from the contract is the place where our business is headquartered, unless something to the contrary has been agreed upon in the order confirmation. Should any of the individual provisions of these conditions become void, this does not affect the validity of the other provisions. To replace the void provision, the valid provision that comes closest to the void provision in terms of its economic consequences will be enforced instead.