Terms & Conditions 

1. Subject matter, scope
 
(1) farmpartner-tec GmbH (hereinafter "farmpartner-tec") deals exclusively with commercial companies, particularly in the fields of agriculture, of agricultural, municipal, and construction machinery, of power tools, commercial vehicles, and spare parts. The transactions are carried out in a private user area after previous registration. farmpartner-tec's offer is aimed exclusively at merchants within the meaning of the German Commercial Code (i.e., the Handelsgesetzbuch, abbreviated HGB).
(2) The following General Terms and Conditions in force at the time the contract is concluded apply exclusively for the relationship between the farmpartner-tec and all customers who wish to conduct business with farmpartner-tec (hereinafter "users").
(3) The application of other general terms and conditions are hereby expressly excluded. This applies even if the user confirms while referring to the user's own business terms or conditions of procurement and/or sales. These terms and conditions apply to all future business relations, even if they are not expressly stipulated again.
 
2. Registration
 
(1) Users who wish to take part in farmpartner-tec's business platform must register beforehand. Users do not have the right to be registered. farmpartner-tec is not required to provide the reasons for rejection.
(2) The registration must be completed using the registration form provided online by farmpartner-tec. The user assures that the information entered on the registration form is true. Furthermore, the user is also obliged to notify farmpartner-tec of any changes to the data without delay.
(3) If the user is registered by an agent, farmpartner-tec is entitled to demand proof of authorization. The details of such evidence of authorization will be determined by farmpartner-tec.
(4) The registration will only take effect if the user online has declared that the user has taken notice of these General Terms and Conditions and agrees that they apply.
(5) farmpartner-tec reserves the right to revoke the registration at any time without notice and without giving reasons, in particular because false information was provided in the registration or because of misuse, and to block the user from access.
 
3. Personal identification number
 
(1) After the registration application has been accepted by farmpartner-tec, the user shall receive a personal user ID.
(2) The user agrees to protect such registration number against unauthorized access by third parties. Furthermore, the user will ensure that the use by third parties occurs only with the user's authorization. In the event that the user learns of a breach of security of any data or information stored on the website of farmpartner-tec, or if the user considers such a breach possible, the user is to notify farmpartner-tec thereof without delay.
 
4. Business with farmpartner-tec
 
(1) Transactions with farmpartner-tec are carried out exclusively in a private application area. Access to the application area is available exclusively to specialist retailers. This application area is activated during the registration process. Users are not entitled to the activation of this application area.
Previously granted access authorizations may be revoked by farmpartner-tec at any time and without giving reason.
(2) As a commercial provider, the user offers to farmpartner-tec in the private application area old, residual, and excess inventories of spare parts and machines. The user will be provided with a program and access to exchange data with farmpartner-tec for the selection and transfer of spare parts inventories. farmpartner-tec reserves the right to take back the program and/or revoke access to the market place at any time without giving reasons. This is particularly true if the program or a program component is used abusively.
(3) The user is bound to the aforementioned offer until it is withdrawn by the user. The offer is withdrawn when the sales offer is deleted by updating the offer via electronic data exchange and will become effective at such time. Acceptance by farmpartner-tec occurs only by way of an explicit separate purchase confirmation. In the event that farmpartner-tec does not explicitly accept the offer, it is deemed not accepted.
(4) The posting and presentation of products and goods in the market place by farmpartner-tec does not constitute a binding offer on the part of farmpartner-tec to enter into a purchase contract, but rather an invitation to the respective users (as commercial dealers) to submit a binding purchase offer.
(5) By submitting an order, the user (as a commercial buyer) makes a binding offer to farmpartner-tec to enter into a contract. Receipt of this offer is confirmed automatically by farmpartner-tec with a order confirmation. This is for informational purposes only and does not constitute acceptance of the offer, unless the order confirmation is associated with an explicit declaration of acceptance.
(6) farmpartner-tec is entitled to accept the user's offer within a period of seven calendar days. Acceptance by farmpartner-tec is made ??exclusively via a separate contract confirmation or by shipping the goods to the buyer. In the event that farmpartner-tec does not declare the acceptance of the offer within that period, the offer is deemed not accepted.
 
5. Prices and payment
 
(1) The use of the website offered by farmpartner-tec is free of charge for registered commercial users.
(2) The sales prices of farmpartner-tec are net plus any costs of packaging, freight, and storage that are incurred and the statutory VAT applicable on the date of invoicing. Goods may be purchased and delivered from farmpartner-tec exclusively including the costs logistics. The goods may not be picked up by the buyer.
(3) Sales to buyers, who reside in another EU country, can only be made exempt from VAT after a certified tax identification number has been submitted. For sales to buyers, who reside outside the EU, the VAT will be refunded after a duly stamped copy of the certificate of export with stamp has been submitted.
(4) The remuneration is payable without deductions immediately upon conclusion of the contract. The invoice amount is to be paid in advance by bank transfer, stating the order number and/or customer number referred to in the invoice. Payment by check is excluded.
(5) Claims of farmpartner-tec can only be offset with counterclaims that are uncontested by farmpartner-tec or for which there is a final legal title title. A user's right of retention is excluded except in cases where it is based on claims arising from the purchase contract itself.
 
6. Delivery
 
(1) Unless agreed otherwise, the delivery by farmpartner-tec shall be made after receipt of payment to the delivery address indicated by the buyer at the cost and risk of the buyer. If, after prior notification, the delivery cannot be made within a reasonable period, the costs of the unsuccessful delivery attempt shall be borne the buyer.
Partial deliveries are permissible, if they are reasonable for the buyer.
(2) If, at no fault of its own, farmpartner-tec is unable to deliver the ordered goods or is unable to do so completely, especially due to improper delivery by suppliers themselves or due to force majeure, farmpartner-tec will inform the buyer of this without delay. farmpartner-tec is then entitled to rescind the contract without prejudice to the statutory rights of the buyer. In the event of a rescission, farmpartner-tec will refund to the buyer without delay any consideration already performed.
(3) If, at no fault of its own or due to force majeure, farmpartner-tec, its suppliers, or the carrier is temporarily prevented from delivering the purchase item, it is exempt from its obligation to perform for such time.
 
7. Retention of title
 
(1) When purchasing from farmpartner-tec, the delivered goods remain the property of farmpartner-tec until payment has been made in full.
(2) If the buyer is a legal entity under public law, a special public fund, or an entrepreneur, who acts as a commercial or independent professional upon conclusion of the contract, the retention of title shall continue to exist for other claims of farmpartner-tec against the buyer arising out of the ongoing business relationship until the claims resulting from the purchase have been fulfilled. At the request of the buyer, farmpartner-tec is obliged to waive the retention of title, if the buyer has fulfilled all claims related to the sale item and reasonable security exists for the remaining claims arising out of the ongoing business relationships.
(3) If the buyer defaults on payment, farmpartner-tec may rescind the purchase agreement. In the event that farmpartner-tec is also entitled to damages instead of performance and takes back the purchase item, farmpartner-tec will reimburse the buyer with the normal sales value of the purchased item at the time it is taken back. Without delay after the purchase item has been taken back, the buyer is free to demand that the normal sales value be determined by a publicly appointed and sworn expert at the cost of the buyer. The costs of return shipping, taking back, and reclamation are to be borne by the buyer. Inasmuch as farmpartner-tec does not prove higher or lower costs, the costs of reclamation shall amount to 25% of the normal sales value.
(4) As long as the retention of title exists, the buyer may neither dispose of the purchase item nor contractually grant its use by third parties.
 
8. Purchase item and warrant for defects
 
(1) farmpartner-tec sells both new and used goods. The description of the respective article by farmpartner-tec is applicable.
(2) If the buyer is a legal entity under public law, a special public fund, or an entrepreneur, who acts as a commercial or independent professional upon conclusion of the contract, the warranty for defects is excluded for used goods. The limitation period for new goods with material defects is one year as of delivery.
(3) farmpartner-tec is to be notified by the buyer in writing of obvious defects in the purchased goods within a period of eight (8) days as of delivery of the goods. This shall depend on the timely receipt of the notice. If notification is not made, no warranty claims for defects shall exist. This does not apply if the farmpartner-tec acted fraudulently or has accepted a guarantee of quality. In the event of a mutual commercial transaction, § 377 HGB shall also apply.
(4) farmpartner-tec is free to remedy an existing defect or deliver goods that are free from defects. In the event that subsequent performance fails, the buyer may either reduce the purchase price or rescind the purchase agreement.
(5) Parts that are replaced within the scope of remedying defects shall become the property of farmpartner-tec.
(6) The return of electronic parts and custom-made products to farmpartner-tec is generally excluded.
(7) farmpartner-tec is not liable for consequential damages or data loss incurred by the buyer that result from a defect.
 
9. Liability
 
(1) The liability of farmpartner-tec for initial incapacity, default, or impossibility is limited to the amount of the agreed purchase price, and to typical and foreseeable damages.
(2) In other respects, farmpartner-tec is liable without limit only for intent and gross negligence, also of its legal representatives and senior executives. farmpartner-tec is liable for the fault of other agents only to the extent of the liability for initial incapacity pursuant to Number 9 Subsection 1 above.
(3) farmpartner-tec is only liable for slight negligence, if a duty is breached, the fulfillment of which is significantly importance to achieve the purpose of the contract (cardinal obligation). The limitation of liability for initial incapacity pursuant to Number 9 Subsection 1 above shall apply accordingly for the breach of a significant contractual obligation.
(4) The liability pursuant to the German Product Liability Act (i.e., Produkthaftungsgesetz) shall remain unaffected.
(5) Any liability of farmpartner-tec for a loss of user data is limited to the typical recovery effort, which would have occurred had backup copies been made regularly and corresponding to the risk.
(6) farmpartner-tec is not liable for the accuracy and/or completeness of the information, advice, and recommendations contained on the farmpartner-tec website and/or the information, advice, and recommendations accessible from the farmpartner-tec website.
(7) The user is liable to farmpartner-tec for all damages incurred by farmpartner-tec due to a breach of these terms and conditions. The user is obligated to indemnify farmpartner-tec for all damages incurred by farmpartner-tec as a result of defective data or data that has been infected by a virus.
 
10. Termination
 
(1) farmpartner-tec may terminate the usage agreement that comes to be as a result of the registration at any time without giving reasons. The registered user may also terminate the contract at any time, unless the user has made a declaration of intent, to which the buyer is bound, at the time of termination. The payment obligation pursuant to Number 5 is not affected by the termination. Terminations must be made in writing.
(2) If the usage agreement is terminated by farmpartner-tec, farmpartner-tec is entitled to block the registration number, to delete the user data, and confiscate any software provided.
 
11. Handling of statements, data, and intellectual property rights
 
(1) All data submitted by the user, as well as data transferred to farmpartner-tec in connection with the declarations and the data exchange under Number 4, will be stored in machine-readable form. The data are stored by farmpartner-tec to process legal transactions, as well as for the operation of the market place and used; they will only be disclosed to third parties or used for advertising purposes outside the offers of farmpartner-tec if the user has consented there, unless there is a statutory right to do so. The transmitted data is the property of farmpartner-tec. farmpartner-tec is entitled to use the data in anonymous form for statistical analysis, for its own market analysis and market monitoring, and for the development of new products.
(2) The user assures that the user may use the data sent to farmpartner-tec and that the restrictions of intellectual property rights, in particular copyright and trademark restrictions, do not exist. With the transmission of data also pursuant to Number 4, the user irrevocably authorizes farmpartner-tec to use the transmitted data for its own purposes.
(3) All declarations of the user are made hidden with respect to their identification data for the other users. farmpartner-tec is entitled to disclose identification data of other users, if a contract has been concluded or an on-site inspection has been agreed. In these cases, the necessary of the users are disclosed.
(4) farmpartner-tec is not obligated to delete user data after the respective transaction has been completed. Rather, farmpartner-tec is entitled to keep the stored data. For this, the user declares consent with his application, which the user may revoke at any time with an express notice in writing to farmpartner-tec.
(4) Subject to applicable provisions of these General Terms and Conditions, the provisions of Privacy Policy shall apply.
 
12. Jurisdiction and applicable law
 
(1) Contracts concluded with farmpartner-tec are subject exclusively to the laws of the Federal Republic of Germany. The application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) in its current version is excluded.
(2) The place of jurisdiction for all current and future claims from the business relationship is in Schwäbisch Gmünd, Germany. The same applies in cases where the user has no general place of jurisdiction in Germany, the user has moved domicile or habitual residence abroad, or the user's domicile or usual place of residence is not known when proceedings have been commenced.
 
 
 
13. Deviating terms, amendment of the General Terms and Conditions, and severability
 
(1) Counter-terms of the user with regard to the user's terms and conditions are hereby rejected.
(2) farmpartner-tec reserves the right to modify these terms at any time. farmpartner-tec will announce any such change to all registered users without delay. Unless the user does not object to the changes to the General Terms and Conditions within one month after the changes have been announced, the amended General Terms and Conditions are deemed to be accepted by the user. farmpartner-tec will inform its users specifically about the consequences of not objecting.
(3) If individual provisions of this agreement be legally invalid in full or in part or if they later lose their legal validity, the validity of the contract shall remain otherwise unaffected. The invalid provision is to be interpreted, supplemented, or replaced by the parties, so that the valid provision most closely corresponds with the economic purpose of the invalid provision.
 
14. Contact information
 
farmpartner-tec can be reached at:
 
farmpartner-tec GmbH
Klarenbergstrasse 44
D-73525 Schwaebisch Gmuend, Germany
Tel: +49 (0) 700 - 50 60 1000
Fax: +49 (0) 700 - 50 60 2000
 
Email: service@farmpartner-tec.com