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Terms and Conditions
 
 
  General terms and Conditions:  
 


Terms and Conditions of Sale and Delivery of
SAB Syker Agrarberatungs- und Handels GmbH, 28857 Syke


 
 
  1. The following Terms and Conditions apply for all sales and deliveries of SAB Syker Agrarberatungs- und Handels GmbH (SAB). Any Terms and Conditions of Business or Purchase of the buyer conflicting with or deviating from our Terms and Conditions shall only apply if expressly approved in writing by SAB. Unless provided otherwise subsequently, the Incoterms in the version valid at the time a respective contract is concluded shall apply both for domestic orders and for orders from abroad.

  2. Any offers from SAB are subject to change. Any agreements made with sales outlets, representatives and agents of SAB prior to the conclusion of a contract shall require written confirmation from SAB to become subject of the contract. Should there be changes to our costs for goods to be delivered under a contract that has been concluded at a fixed price and constitutes a continuous obligation or extends to more than 4 months due to agreed delivery periods, then we reserve the right to increase our prices commensurate with these changes as of the 4th month. If the buyer objects to the new prices, he shall be entitled to extraordinary termination of the contract.

  3. Except where the buyer collects the goods, all prices for goods delivered by rail are carriage paid to the agreed station, delivered by lorry carriage paid to the depot of the recipient and delivered by ship carriage paid to the designated port of destination. The buyer shall send the original bills of carriage to SAB on request. In the case of collection, the risk passes to the buyer as soon as the consignment is handed over to the person carrying out the transport.

  4. The goods are invoiced at the list prices applicable on the day the order is received. Unforeseeable additional costs incurred by SAB, for example due to weather conditions or changes in freight rates, are paid by the buyer separately. All prices are net unit prices in Euro.

  5. In the case of shipments abroad, SAB shall only pay customs charges, taxes and other duties, as well as costs for customs clearance and processing at the borders of transit countries or of the destination country, if SAB has expressly agreed to do so in writing.

  6. Any increases of transport costs between the conclusion of the contract and delivery shall be borne by the buyer; the same shall apply in the case of changes to statutory fees, costs, charges and conditions.

  7. Since the production of peat and peat products is dependent on the weather, the stated delivery date may change within the respective scope of possibilities for delivery, unless special delivery deadlines or dates have been firmly agreed. Partial deliveries are permissible.

    The commencement of an agreed delivery period presupposes that the buyer duly meets his obligations on time.

    Should the buyer be in default of acceptance or culpably violate other duties of cooperation, then SAB shall be entitled to demand compensation for any accrued damages, including additional costs. SAB reserves the right to assert further claims. Should the aforementioned conditions exist, the risk of accidental loss or deterioration of the goods shall pass to the buyer at the time the buyer is deemed in default of acceptance or payment.

  8. SAB delivers standard commercial goods suitable for ordinary use. They are delivered in (packaging) units and/or volumes normally in compliance with the EN 12 580 standard. The structure of the raw peat (raised-bog peat) and other organic raw materials for peat and peat products may be subject to natural variations. The weight of peat and peat products may also vary depending on structure and moisture. Any deviation of the goods from sales samples or previous consignments shall therefore not constitute a defect of quality, unless the buyer cannot be reasonably expected to accept such deviation.

  9. Any claims and rights of the buyer due to defects of quality or title shall lapse 3 months after arrival of goods; this period shall commence upon delivery. The obligations under Sect. 377 HGB (German Commercial Code) shall apply, stipulating that the buyer, who is a merchant as defined by the HGB, shall be required to give written notice of any recognizable shortfalls in quantity, misdeliveries and other defects of quality within one week of delivery, in any case, however, before he resells or processes the goods.
    Irrespective of the passing of risk, the period for giving notice of defect shall commence upon expiry of the day of delivery. The date on which SAB receives the notice of defect shall be decisive for the meeting of the deadline. SAB shall be notified of any damages in transit without delay. If the goods are delivered by rail, lorry or ship, the buyer shall take care of all necessary formalities required by the carrier.

  10. SAB shall not be liable for any defects unless the defect is substantial. Should the object of sale exhibit such a substantial defect, the buyer shall give SAB the opportunity to deliver defect-free goods (subsequent performance); the defective goods are to be returned. Should subsequent performance by subsequent delivery be impossible or unreasonable, SAB shall be entitled to refuse such service. In this case, the buyer shall have the option to reduce the purchase price accordingly or to withdraw from the contract; this shall also apply in the case of culpable delay or refusal of subsequent performance, also if subsequent performance fails for the second time.

    Any claims for damages shall be excluded in the case of withdrawal or reduction to the extent that such damages exceed contractually foreseeable damages.

  11. If nothing else arises from the provisions below, any claims of the buyer on other legal grounds (in particular claims for damages relating to violation of ancillary contractual duties, unauthorized acts or other liability in tort and claims for compensation of costs) shall be excluded; this shall in particular apply for damage claims outside the goods supplied and compensation claims for loss of profit.

    The aforementioned exclusion of liability shall not apply if an exclusion or limitation of liability for damage to life and limb or health has been agreed based on culpable violation of duty on the part of SAB, their legal representatives or vicarious agents; neither shall it apply if an exclusion or limitation of liability for other damages has been agreed based on SAB’s, their legal representatives’ or vicarious agents’ willful or grossly negligent violation of duty.

    Liability shall not be excluded in case of culpable violation of a material contractual duty, but shall be limited to typical contractually foreseeable damages and to the maximum value of the respective delivered/ordered goods.

    Furthermore, the exclusion of liability shall not apply should a guarantee be given or a particular quality be assured and a particular defect covered by such guarantee trigger the liability of the supplier. A guarantee or assurance in the sense of an increase of liability or the assumption of a special obligation shall only be given if the terms “guarantee” or “assurance” are expressly mentioned. Any reference to norms in the course of business shall not constitute a guarantee of quality as defined under Sect. 443 BGB (German Civil Code).

  12. We deliver exclusively agricultural products. These are subjects of the process of mineralization and will contain a small amount of saprophytic nematodes and organism. Therefore it is possible that an uncontrolled growth of fungi can occur, this is not a deficit of the product. In order to keep the product quality up, you have to store it out of the sun, protected by rainfall, dry and in a cool area. Our products have to be processed in a short time period. A long store will damage the product quality.

  13. Any claims under the Product Liability Act or arising from manufacturer redress shall not be affected by these Terms and Conditions.

  14. If we accept bills of exchange, the buyer shall be required to bear the incidental costs. Cheques and bills of exchange shall only be considered on account of payment and shall not constitute payment as such. These provisions shall also apply if the buyer has been granted a credit line or a letter of credit for the payment. SAB may at any time demand provision of security irrespective of the provisions under Sect. 321 BGB.

  15. Invoices become due for payment without specific request within the agreed payment term. Should the buyer fail to pay by the due date, he shall be charged interest in the amount of 8 percent above the prime rate pursuant to Sect. 247 BGB as of said due date – even without a warning to that effect on the part of SAB, given the advance performance. Place of performance for payments shall be the registered place of business of SAB. Should the buyer fail to pay or pay in full by the due date, then this violation of duty entitles SAB, in addition to asserting their right to withdraw from the contract pursuant to Sect. 323 BGB, to raise the defense of uncertainty (Sect. 321 BGB) also with respect to other existing – further – delivery obligations, as well as to declare outstanding claims against the buyer immediately due and payable.

  16. SAB retains title to the goods the buyer purchases from SAB in the course of his commercial activities until all claims against the buyer under the business relationship, including any future claims under contracts signed simultaneously or later, have been settled by the buyer. This shall also apply if individual claims for payment or all of SAB’s claims for payment have been included in a current account and the balance has been struck and accepted.

    In the case of default of payment (with respect to payment of the purchase price or due bills of exchange) or in the case of other violations of duty for which the buyer is responsible, SAB is entitled to take back the goods and the buyer is obligated to surrender them after having been warned  unsuccessfully. Taking back the delivered goods shall only constitute a withdrawal from the contract upon SAB’s express written declaration to that effect.

    The buyer shall be entitled to resell the goods in the ordinary course of business, provided that all claims arising from the resale are assigned to SAB as follows:
    The buyer hereby assigns all future claims, including all ancillary rights, accruing to him against customers or third parties through resale or other legal grounds, no matter whether the reserved goods are resold unprocessed or after processing. The buyer is authorized to collect such claims even after assignment. This shall not prejudice SAB’s right to assert and/or collect the claims themselves, but SAB undertakes not to collect such claims themselves as long as the buyer duly meets his payment obligations.

    SAB may demand that the buyer inform them of the assigned claims and the parties by whom they are owed, provide them with all particulars necessary for collection, furnish the corresponding documents to them and notify the owing parties of the assignment. If the reserved goods are resold in combination with other goods not belonging to SAB, then the buyer’s claims against the customer shall be deemed assigned to SAB in the amount of the delivery price agreed between the buyer and SAB. Any treatment, processing and mixing of reserved goods shall be done on behalf of SAB as manufacturer as defined under Sect. 950 BGB without giving rise to any obligations on the part of SAB. The processed goods shall be considered reserved goods under these conditions. If the reserved goods are processed or inseparably mixed with other goods not belonging to SAB, then SAB acquires co-title to the new item in the same proportion as that between the value of the reserved goods and the other goods involved at the time of processing or mixing. The co-title thus generated shall be considered reserved goods under these conditions.

    SAB undertakes to release the securities, to which they are entitled, to the extent that their value is exceeded by more than 20% of the claims to be secured, provided these have not been settled yet. The buyer shall only be entitled or authorized to resell or use the reserved goods provided that the claims are actually assigned to SAB in accordance with the above provisions. The buyer shall not be entitled to dispose of the reserved goods in any other way than by using or reselling them in the ordinary course of business; he shall in particular not be entitled to pledge them or transfer ownership by way of security.

    The buyer shall notify SAB immediately of any enforcement proceedings or other interventions of third parties concerning the reserved goods or assigned claims and hand over all documents necessary for objection (in particular returns of execution or attachment orders and transfers of garnished claims). At the same time, the buyer shall enclose an affidavit with his notification regarding the identity of the attached items.

    Upon stoppage of payment or filing and institution of insolvency proceedings, the right to resell and use the reserved goods, as well as the direct debit mandate for assigned claims, shall expire; the direct debit mandate shall also expire in the event of a protest of a cheque or bill of exchange.

    Title to the reserved goods and the assigned claims shall pass to the buyer upon settlement of all claims of SAB arising from the business relationship.

  17. Any circumstances making the production or delivery of sold goods impossible or impediments that can only be eliminated with unreasonable effort, such as force majeure, war, riots, strikes, lock-outs, measures by authorities or statutory measures beyond the control of SAB, breakdown of machinery and other business disruptions, even if due to the weather or traffic, whether originating with the person of SAB or with the contracting plant and other suppliers, shall release SAB from the duty to deliver for the duration of the impediments or their after-effects without giving rise to any obligation to subsequent performance on the part of SAB. If, in these cases, delivery in full or part has not taken place within 2 months after conclusion of the contract or requisition, both the buyer and SAB shall be entitled to withdraw from that part of the contract related to the goods affected by the impediment or disruption. A declaration to that effect must be received by the other contracting party within a further two weeks.

  18. These Terms and Conditions and the entire legal relationship between SAB and the buyer are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

  19. Should one of the provisions of these Terms and Conditions be or become invalid, this shall not affect the validity of all other provisions. The registered place of business of SAB shall be exclusive place of jurisdiction for all disputes directly or indirectly arising from this contractual relationship.

Stand: 01.01.2013


 
SAB Syker Agrarberatungs- und Handels GmbH - Siebenhäuser 49 - D-28857 Syke/Germany
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